Worlds, Inc - 10Q
Form 10-Q for WORLDS INC
14-Aug-2013
Quarterly Report
Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
When used in this Form 10-Q and in future filings by the Company with the Commission, the words or phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward looking statements, each of which speak only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company has no obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. These factors include, but are not limited to, changes that may occur due to general economic and business conditions; changes in political, social and economic conditions in the jurisdictions in which we operate; changes to regulations that pertain to our operations; changes in technology that render our technology relatively inferior, obsolete or more expensive compared to others; delays in the delivery of broadband capacity to the homes and offices of persons who use our services; general disruptions to Internet service; and the loss of customer faith in the Internet as a means of commerce.
The following discussion should be read in conjunction with the unaudited financial statements and related notes which are included under Item 1.
We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances.
Overview
General
Starting in mid-2001 we were not able to generate enough revenue to sustain full operations and other sources of capital were not available. As a result, we have had to significantly curtail our operations since that time and at times almost halt them all together. Since mid-2007, as more funds became available from our financings, we were able to increase operations and become more active operationally.
On May 16, 2011, we transferred, through a spin-off to our then wholly owned subsidiary, Worlds Online Inc., the majority of our operations and related operational assets. We retained our patent portfolio which we intend to continue to increase and to more aggressively enforce against alleged infringers. We also entered into a License Agreement with Worlds Online Inc. to sublicense patented technologies.
At present, the Company's anticipated sources of revenue after the spin off will be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents.
Revenues
We generated no revenue during the quarter because we transferred the operations of the Company to Worlds Online Inc.
We classify our expenses into two broad groups:
O cost of revenues; and
O selling, general and administration.
Liquidity and Capital Resources
We have had to limit our operations since mid 2001 due to a lack of liquidity. However, we were able to issue equity and convertible debt in the last few years and raise small amounts of capital from time to time that enabled us to begin upgrading our technology, develop new products and actively solicit additional business. We continue to pursue additional sources of capital though we have no current arrangements with respect to, or sources of, additional financing at this time and there can be no assurance that any such financing will become available. If we cannot raise additional capital, form an alliance of some nature with another entity, or start to generate sufficient revenues, we may need to once again scale back operations.
RESULTS OF OPERATIONS
Our net revenues for each of the three months ended June 30, 2013 and 2012 were $0 and $0, respectively. Our net revenue for each of the six months ended June 30, 2013 and 2012 were $0 and $0, respectively. The Company's sources of revenue after the spin off is currently anticipated to be from sublicenses of the patented technology to Worlds Online Inc.'s customers and any revenue that may be generated from enforcing our patents.
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Table of Contents
Three and six months ended June 30, 2013 compared to three and six months ended June 30, 2012
Revenue is $0 for the three months ended June 30, 2013 and 2012. Revenue is $0 because the online business operations including the VIP subscription business has been transferred to Worlds Online Inc. The business up to the spin off continued to run in a severely diminished mode due to the lack of liquidity. Post spin off we still need to raise a sufficient amount of capital to provide the resources required that would enable us to continue running the business.
Cost of revenues is $0 in the three months ended June 30, 2013 and 2012.
Selling general and administrative (S, G & A) expenses increased by $7,768 or 7% from $108,377 to $116,145 for the three months ended June 30, 2012 and 2013, respectively. Common stock issued for services rendered increased by $143,252 to $170,253 for three months June 30, 2013 compared to $27,001 for the same period in 2012. The increase is due to the Company signing strategic business consulting, marketing and advice agreements during 2013. Salaries and related decreased by $15,314 to $65,212 from $80,526 for the three months ended June 30, 2013 and 2012, respectively.
For the three months ended June 30, 2013, the Company had a gain on change in fair value of derivative liability of $396,151 and interest expense of $284,385, both related to the issuance of the senior secured convertible notes that are required to be recorded as a derivative liability.
As a result of the foregoing, we realized a net loss of $238,414 for the three months ended June 30, 2013 compared to a loss of $215,904 in the three months ended June 30, 2012, an increased loss of $22,510.
Revenue was $0 and $0 for the six months ended June 30, 2013 and 2012. Revenue is $0 because the online business operations including the VIP subscription business has been transferred to Worlds Online Inc. The business up to the spin off continued to run in a severely diminished mode due to the lack of liquidity. Post spin off we still need to raise a sufficient amount of capital to provide the resources required that would enable us to continue running the business.
Cost of revenues is $0 in the six months ended June 30, 2013 and 2012.
Selling general and administrative expenses increased by $206,544, from $158,537 to $365,081 for the six months ended June 30, 2012 and 2013, respectively. Increase is due to an increase in the overall level of activity surrounding the lawsuit as compared to last year with an increase in professional service fees and consultants and with the activity around closing the strategic financing agreement.
Common stock issued for services rendered effectively stayed the same, decreased by $1,520 to $232,516 in 2013 compared to $234,036 for 2012. Salaries and related decreased by $16,603 to $112,238 from $128,841 for the six months ended June 30, 2013 and 2012, respectively. For 2013, the CEO is working under an employment agreement where as last year the CEO's salary was allocated between the Company and Worlds Online based upon a time allocation.
For the six months ended June 30, 2013, the Company had a gain on change in fair value of derivative liability of $450,530 and interest expense of $311,903, both related to the issuance of the senior secured convertible notes that are required to be recorded as a derivative liability.
As a result of the foregoing we had a net loss of $569,779 for the six months ended June 30, 2013 compared to a loss of $521,414 in the six months ended June 30, 2012.
Liquidity and Capital Resources
Our financial and liquidity position has improved substantially from the prior year period due primarily to the issuance of the convertible notes payable entered into on March 20, 2013. Our cash and cash equivalents were $106,901 and our restricted cash and cash equivalents were $1,951,430 at June 30, 2013. We raised an aggregate of $2,300,000 from issuing the convertible notes payable; we raised $97,500 from a private placement of common stock; we raised $120,000 from the exercising of warrants for common stock; and we raised $11,000 from the exercise of options in the six months ended June 30, 2013.
During the six months ended June 30, 2012 we raised an aggregate of $250,000 from a private placement of common stock.
There were no capital expenditures in the six months ended June 30, 2013 or in the six months ended June 30, 2012.
Historically, our primary cash requirements have been to fund the cost of operations, to keep the Company in compliance with its reporting requirements, development of our products and patent protection, with additional funds having been used in promotion and advertising and in connection with the exploration of new business lines.
We have had to severely diminish our operations due to a lack of liquidity from mid-2001 through most of 2007. We were able to find a small source of additional capital in each of 2007 - 2010. There can be no assurance that any significant financing would become available to us at this time. The additional capital that we secured in previous years enabled us to bid on new business. There can be no assurance that any such new business would be sold in the future.
On March 30, 2012, the Company filed a patent infringement lawsuit against Activision Bizzard Inc., Blizzard Entertainment Inc. and Activision Publishing Inc. in the United States District Court for the District of Massachusetts. Susman Godfrey LLP is lead counsel for the Company
