We had net losses for 2012 and 2011 of $13,846,229 and $15,927,846, respectively. As of December 31, 2012, we had negative working capital of $10,001,391 and an accumulated deficit of $56,027,608.
RISKS RELATING TO OUR COMMON STOCK
The price of our common stock has fluctuated in the past and the stock is thinly traded. If trading volume increases in the future, the fluctuations in price could be greater than those experienced in the past.
From March 28, 2011 to March 28, 2013, the average price of our common stock was $ 0.48 per share, with a low of $0.08 and a high of $ 1.00, on an average trading volume per day of 29,467 shares. The closing price of our common stock on March 28, 2013 was $0.15. As noted below, it is possible that trading volumes could increase significantly and such increased volume could lead to significant fluctuations in the price of our stock.
The company is the result of a “reverse merger” with a shell entity, resulting in a limitation on shareholder’s use of Rule 144 exemptions for resale.
Since the Company had a “reverse merger” with a shell entity, resale of your shares under Rule 144 may be limited. The use of Rule 144 is the most common method of selling restricted shares. Rule 144(i) pertains to shares issued by a former shell company that executed a reverse merger. Under Rule 144(i), sales of shares may only be made under certain conditions, including a sale or intended sale of the stock and if we have filed all Annual and Quarterly reports required under the securities laws. Therefore permission may be granted to remove the restrictive legend on stock certificates only for a specified sale of securities and not as a “blanket” removal of the restrictive legend.
We have significant amounts of stock eligible for resale under a Rule 144(i) exemption. Sales of such stock could depress the stock price significantly.
As of December 31, 2012 we had 89,083,677 shares of common stock outstanding, of which approximately 7,013,401 shares are freely-trading and 81,284,157 shares are, under certain conditions and restrictions, eligible for resale under Rule 144(i) or will be covered by a post-effective registration statement upon effectiveness. We plan to file the post-effective registration statement shortly after filing this Annual Report on Form 10-K. Of such 81,284,157 shares, 26,416,341 shares are held by our former Chairman and CEO that have significant limitations on resale and 9,405,000 shares are held by an affiliate with volume restrictions on resale, leaving 45,462,816 shares eligible for resale under Rule 144(i) with less difficult restrictions.
If these security holders sell a large number of shares of our common stock, or the public market perceives that these sales may occur, the market price of our common stock could decline significantly.
The Series E Preferred Stock contains a full ratchet-down provision that has significantly increased the number of common shares that could be issued in the future and could do so again if triggered without a waiver.
This full ratchet-down provision provides that if the Company issues securities for less than the existing conversion price for the Series E Preferred Stock or the strike price of the Series E warrants, then the conversion price for Series E Preferred Stock will be lowered to that lower price. Also, the strike price for Series E warrants will be decreased to that lower price and the number of Series E warrants will be increased such that the product of the original strike price times the original quantity equals the lower strike price times the higher quantity.
In April 2012, this full ratchet-down provision was triggered when $249,999 of notes were issued on April 4, 2012 that contained a $0.30 conversion feature. Accordingly, the conversion price went from $0.40 to $0.30 cents, resulting in the number of conversion shares increasing from 21,125,000 to 28,166,667 and resulting in the strike price of the warrants to drop from $0.65 to $1.00 to $0.30 and the number of warrants increasing from 37,975,000 to 94,966,667. In pursuing future financings, the Company intends to have the holders of the Series E Preferred to waive this provision, but there is no certainty that the Company will be successful and any future financings of less than $0.30 a shares could result in a significant increase in the number of shares that may be issued in the future.
The Company’s Series E Preferred Stock are considered to have “embedded derivative securities” under U.S GAAP, which means that the Company’s net income/(loss) is subject to significant variations unrelated to its operating income or cash flow generated from operations.
As noted elsewhere in this Report, the full ratchet-down provision in the Company’s Series E Preferred Stock provides that if the Company issues securities for less than the existing conversion price for the Series E Preferred Stock or the strike price of the Series E warrants, then the conversion price for Series E Preferred Stock will be lowered to that lower price.
Subsequent to the issuance of this Series E, the Company has determined that the warrants for these financings included certain embedded derivative features as set forth in ASC 815, “Derivatives and Hedging,” (“ASC 815”) and that this conversion feature of the Series E was not an embedded derivative because this feature was clearly and closely related to the host (Series E) as defined in ASC 815.
These derivative liabilities were initially recorded at their estimated fair value on the date of issuance and are subsequently adjusted each quarter to reflect the estimated fair value at the end of each period, with any decrease or increase in the estimated fair value of the derivative liability for each period being recorded as other income or expense. Since the value of the embedded derivative feature for the related warrants was higher than the value of both Series E transactions, there was no beneficial conversion feature recorded for either transaction, and the excess of the value of the embedded derivative feature over the value of the transaction was recorded in each year on the Statement of Operations as a separate line item for each year presented.
The fair value of these derivative liabilities is calculated using the commonly-accepted Black Scholes pricing model that is based on the following as of the date of calculation: the closing price of the common stock, the strike price of the underlying instrument, the risk-free interest rate for the applicable remaining life of the underlying instrument (i.e., the U.S. treasury rate for that period) and the historical volatility of the Company’s common stock. These fair value results are extremely sensitive to all these input variables, particularly the closing price of the company’s common stock and the volatility of the Company’s common stock.
Accordingly, the fair value of these derivative liabilities are subject to significant changes, which means that the reported net gain or loss of the Company is subject to significant changes unrelated to its operating income or cash flow generated by operations, which could have a significant impact on the price of our common stock.
As of December 31, 2012, Paul Feller, Dr. Ralph Feller, and certain holders of our Series E Preferred Stock have voting control of Stratus.
Paul Feller, our founder and former Chief Executive Officer, currently owns 26,416,341 shares of our Common Stock. The shares are subject to the grant of voting rights in favor of the Company until June 28,2013. Dr. Ralph Feller, Mr. Feller’s father, owns 9,405,000 shares. Additionally, under the terms of our Series E Preferred Stock, the holders have voting rights on an as converted basis. Certain trusts affiliated with Isaac Blech and Mr. Blech’s wife own shares of Series E Preferred Stock equivalent to 23,333,334 shares of Common Stock. Assuming no additional shares are issued and after expiration of the voting agreement, Mr. Feller will have voting power as to approximately 22% of our shares, Dr. Feller as to approximately 8% of our shares and the foregoing Series E holders as to approximately 19% of our shares. Holders of Series E Preferred Stock as a group have approximately 26% of total voting rights.
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As a result, these shareholders, if they act together, will be able to influence our management and affairs and all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control of the Company and might adversely affect the market price of our Common Stock.
We do not foresee paying cash dividends on common stock in the foreseeable future.
We have not paid cash dividends on our common stock and do not plan to pay cash dividends on our common stock in the foreseeable future.
THE FOREGOING IS A SUMMARY OF SOME OF THE MORE SIGNIFICANT RISKS RELATING TO INVESTMENT IN STRATUS MEDIA GROUP. THE FOREGOING SHOULD NOT BE INTERPRETED AS A REPRESENTATION THAT THE MATTERS REFERRED TO HEREIN ARE THE ONLY RISKS INVOLVED IN THIS INVESTMENT, NEITHER THE REFERENCE TO THE RISKS INVOLVED IN THIS INVESTMENT, NOR THE REFERENCE TO THE RISKS HEREIN SHOULD BE DEEMED A REPRESENTATION THAT SUCH RISKS ARE OF EQUAL MAGNITUDE. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN ADVISORS AS TO THE INVESTMENT AND ANY TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY.
Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable for smaller reporting companies.
Item 2. PROPERTIES
On May 1, 2009, we entered into a lease for approximately 1,800 square feet of office space in Santa Barbara, California for use as our executive offices. This lease was amended on July 21, 2009 and expires on December 31, 2013 with a three-year renewal term available at an initial rent plus common area charges of $5,767 per month. This property was vacated in August 2012. As of December 31, 2012 the Company has recorded a liability of approximately $139,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. The Company is in active negotiations to settle the unpaid rent for a lower amount, but there can be no assurance of success in doing so.
On August 1, 2011, we entered into a lease agreement for approximately 7,000 square feet of office space in Los Angeles, California. The lease continues through November 30, 2014 and has a fixed monthly rent of $19,326 subject to annual increases of 3% per year. The Company was not required to pay a fixed monthly rent for months two through five. Prior to this, the Company was leasing the same office space on a month-to-month basis. This property was vacated in April 2012. As of December 31, 2012 the Company has recorded a liability of approximately $892,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. The Company is in active negotiations to settle the unpaid rent for a lower amount, but there can be no assurance of success in doing so.
On November 1, 2011, we entered into a lease agreement for approximately 3,000 square feet of office space in Santa Barbara, California for use by our operating units. This lease expires on October 31, 2014 with two additional three-year renewal terms available. The initial rent plus common area charges are $7,157 per month. This property was vacated in June 2012. As of December 31, 2012 the Company has recorded a liability of approximately $229,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. In January 2013, the landlord for this property obtained a judgment against the Company for $74,486. The Company is in active negotiations to settle the unpaid rent for a lower amount, but there can be no assurance of success in doing so.
In May 2012, the Company entered into a month-to-month lease for office space for three people in Los Angeles, California. Rent for this facility is approximately $2,300 per month.
We believe our existing facilities are adequate for our current needs and suitable additional or substitute space will be available as needed to accommodate expansion of our operations.
Results of Operations for the Year Ended December 31, 2012
Revenues
Revenues for 2012 were $374,542, a decrease of $195,934 from $570,476 in 2011. Event revenues were $89,542 in the 2012, a decrease of $37,934 from $127,476 in 2011. ProElite conducted one MMA event in each year, but the event in 2012 was of a smaller scale than the event in 2011. Licensing revenues in 2012 were $285,000, a decrease of $158,000 from $443,000 in 2011, resulting from a fewer number of events conducted by Strikeforce in 2012 than 2011. The Company received license payments for each event conducted by Strikeforce. One payment of approximately $72,000 was received in January 2013, but Strikeforce is not planning on any additional events and these license payments will not be a source of revenue past that point.
Operating Expenses
Overall operating expenses for 2012 were $11,930,608, a decrease of $2,760,602 from $14,691,210 in 2011. General and administrative expenses in 2012 of $4,570,162 decreased by $2,128,956 from $6,699,118 in 2011. This decrease is related to a reduction in employees from 40 to 13 in February 2012, a $630,000 reduction in travel expenses and the suspension of events during 2012.
Impairment of Intangible Expenses was $1,423,844 in 2012, a decrease of $435,934 from $1,859,778 in 2011. The amount of Expense in both years was based on the Company’s annual review for impairment.
Legal and professional services were $2,258,898 in 2012, a decrease of $1,046,994 from $3,305,892 in 2011. Legal expenses declined by $379,000 in 2012 because of reduced legal expenses related to litigation and consulting fees and payments related to the Perugia International Film Festival declined by $814,000 since that event was canceled in 2012.
Interest Expense
Interest expense was $665,061 in 2012, an increase of $244,328 from $420,733, primarily related to dividend payments on Series E Preferred Stock for the full year in 2012 and for seven months in 2011, plus the issuance of an additional $1,000,000 of Series E Preferred Stock in October 2012. The Series E Preferred Stock has a 5% dividend and $8.7 million of Series E Preferred Stock was issued in May 2011.
Cash and equivalents $ 312,093
Given the Company’s current financial status, the Company plans to focus its current efforts on its MMA business and suspend development of its other businesses. Accordingly, the Company determined the total impairment charge of $1,423,884 as of December 31, 2012. The $53,000 of value assigned to Santa Barbara Concours was considered to be impaired in full and the Company reduced the carrying value to $0. The $100,000 value assigned to Core Tour was considered to be impaired in full and the Company reduced the carrying value to $0. The $1,073,345 of goodwill assigned to Stratus White was considered to be impaired in full and the Company reduced the Stratus White goodwill to $0.
Office space rental
On May 1, 2009, we entered into a lease agreement for approximately 1,800 square feet of office space in Santa Barbara, California for use as our executive offices. This lease was amended on July 21, 2009 and expires on December 31, 2013 with a three-year renewal term available at an initial rent plus common area charges of $5,767 per month. This property was vacated in August 2012 and the Company has recorded a liability of approximately $139,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. The Company is in active negotiations to settle the unpaid rent for a lower amount, but there can be no assurance of success in doing so.
On August 1, 2011, we entered into a lease agreement for approximately 7,000 square feet of office space in Los Angeles, California. The lease continues through November 30, 2014. Initially, the lease has a fixed monthly rent of $19,326 and is subject to annual increases of 3% per year. The Company was not required to pay a fixed monthly rent for months two through five. Prior to this, the Company was leasing the same office space on a month-to-month basis. This property was vacated in April 2012 and the Company has recorded a liability of approximately $892,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. The Company is in active negotiations to settle the unpaid rent for a lower amount, but there can be no assurance of success in doing so.
On November 1, 2011, we entered into a lease agreement for approximately 3,000 square feet of office space in Santa Barbara, California for use by our operating units. This lease expires on October 31, 2014 with two additional three-year renewal terms available. The initial rent plus common area charges are $7,157 per month. This property was vacated in June 2012 and the Company has recorded a liability of approximately $229,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. In January 2013, the landlord for this property has obtained a judgment against the Company for $74,486. The Company is in active negotiations to settle the unpaid rent for a lower amount, but there can be no assurance of success in doing so
These Series E contain “full ratchet-down” liquidity protection that provides that if the Company issues securities for less than the existing conversion price for the Series E Preferred Stock or the strike price of the Series E warrants, then the conversion price for Series E Preferred Stock will be lowered to that lower price. Also, the strike price for Series E warrants will be decreased to that lower price and the number of Series E warrants will be increased such that the product of the original strike price times the original quantity equals the lower strike price times the higher quantity.
THe nerve of these Pigs!:
Employment Agreements
Effective June 28, 2012, Jerold Rubinstein was elected by the Company’s board of directors as Chairman of the Board, CEO and a director of the Company’s subsidiaries. The Board of Directors of PEI also elected him as Chairman of the Board and CEO. Under the terms of an employment agreement dated June 28, 2012, this CEO will receive an annual salary of $250,000 per year and will continue to serve on the Company’s board of directors and as Chairman of the Company’s Audit Committee and shall continue to receive his compensation for such services. The term of this agreement is six months with an automatic six month extension unless the Company provides written notice of non-renewal 30 days prior to the end of the initial six-month term. This executive has been granted options to purchase 2,300,000 shares of the Company’s common stock at $0.35 per share, which was the closing price of the Company’s common stock on the day of option grant. These options vest monthly over a 12-month period. In the event the Company does not renew the second six month period, the executive resigns or the Company terminates the executive’s employment without cause, all options will immediately vest and the executive will receive all unpaid salary for the full twelve month period.
On August 8, 2011, the Company entered into any employment contract with Timothy Boris as the Company’s General Counsel and Vice President of Legal Affairs at an annual salary of $180,000. In December 2011 received options to purchase 300,000 shares of common stock at $0.54 that had 100,000 shares vested upon grant, 100,000 shares vested at the end of year one and 100,000 shares vest at the end of year two. This contract expired on August 8, 2012 and was renewed under the same terms until August 8, 2013. In August 2012 Mr. Boris received options to purchase 300,000 shares of common stock at $0.38 that had 100,000 shares vest upon grant, 100,000 shares vest at the end of year one and 100,000 shares vest at the end of year two. Both of these option grants have a five-year life.
On February 22, 2010, the Company entered into an employment contract with William Kelly, the Company’s Senior Vice President and Chief Operating Officer of ProElite, and the Chief Operating Officer of the Company. This contract expired on February 22, 2012 and his employment with the Company was terminated on March 18, 2013. Under the agreement, Mr. Kelly was to receive an annual salary of $240,000 and shall be eligible for bonuses based on objectives established by the Company’s board of directors and Mr. Kelly’s performance against those objectives. The proposed agreement further provides that Mr. Kelly received a grant of options to purchase 1,200,000 shares of the Company’s common stock, with a five-year life, a strike price of $2.00 the following vesting schedule: 396,000 shares vest immediately, 396,000 shares vest on October 1, 2010 and 408,000 shares will vest on October 1, 2011. The strike price on these options was adjusted to $0.54 in December 2011 by the Company’s Board of Directors. Such options shall terminate forty-five (45) days after the Executive’s employment with the Company is terminated if such termination is for Cause or is the result of a resignation by Executive for reasons other than Good Reason, as that term is defined in the contract. Such options shall not be assignable by Executive. Each option described above is subject to customary anti-dilution provision with respect to any stock splits, mergers, reorganizations or other such events. In connection with Mr. Kelly’s employment, the Company assumed a promissory note of $231,525 formerly owed to Mr. Kelly by ProElite, Inc. and agreed to pay the promissory note with $121,525 payable to Mr. Kelly upon the closing of the acquisition of ProElite by the Company, $55,000 due 90 days after the closing of the acquisition, and $55,000 due 180 days after the closing of the acquisition. In 2011, $176,525 of these amounts were paid to Mr. Kelly. As of December 31, 2012, Mr. Kelly was owed $55,000 under this contract.
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On November 1, 2010, the Company entered into an employment agreement with John Moynahan, who had been providing accounting and financial services to the Company as a consultant pursuant to a consulting agreement dated November 14, 2007. This agreement expired on August 1, 2012. Under the agreement, Mr. Moynahan is to receive an annual salary of $220,000 for the first year of the contract, subject to an annual increase of the Consumer Price Index plus 2%, and will be eligible for a $50,000 bonus in the first year of this contract, with bonuses thereafter based on objectives established by the Company’s board of directors and Mr. Moynahan’s performance against those objectives. Under this agreement, Mr. Moynahan received a grant of 300,000 shares and a five-year stock option grant to purchase 1,560,000 shares of common stock at $2.00 per share, with 1,040,000 shares that vested upon the signing of the agreement and 520,000 shares that will vest on September 1, 2011. The strike price on these options was adjusted to $0.54 in December 2011 by the Company’s Board of Directors. Such options shall terminate 45 days after the Executive’s employment with the Company is terminated if such termination is for Cause or is the result of a resignation by Executive for reasons other than Good Reason. Such options shall not be assignable by Executive. Each option described above is subject to customary anti-dilution provision with respect to any stock splits, mergers, reorganizations or other such events. After a review of this contract during 2012, the Company determined that the non-salary amounts due to Mr. Moynahan were $156,358 as of December 31, 2012. Mr. Moynahan received $77,126 in non-salary payments under this contract in 2011
