2-Dec-2004Quarterly Report
ITEM 2. OUR MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion includes certain forward-looking statements within the meaning of the safe harbor protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include words such as "believe," "expect," "should," intend," "may," "anticipate," "likely," "contingent," "could," "may," or other future-oriented statements, are forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our business plans, strategies and objectives, and, in particular, statements referring to our expectations regarding our ability to continue as a going concern, generate increased market awareness of, and demand for, our current products, realize profitability and positive cash flow, and timely obtain required financing. These forward-looking statements involve risks and uncertainties that could cause actual results to differ from anticipated results. The forward-looking statements are based on our current expectations and what we believe are reasonable assumptions given our knowledge of the markets; however, our actual performance, results and achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Factors, within and beyond our control, that could cause or contribute to such differences include, among others, the following: those associated with our marketing of relatively new PDA accessories for consumers in an evolving marketplace, consumer preferences, perceptions and receptiveness with respect to our PDA accessories, our critical capital raising efforts in an uncertain and volatile economical environment, our ability to maintain an existing relationships with critical customers and vendors, including related licensing and marketing arrangements, our cash-preservation and cost-containment efforts, our ability to retain key management personnel, our relative inexperience with advertising, our competition and the potential impact of technological advancements thereon, the impact of changing economic, political, and geo-political environments on our business, as well as those factors discussed elsewhere in this Form 10-QSB/A and in "Item 1 - Our Business," "Item 6 - Our Management's Discussion and Analysis," particularly the discussion under "Risk Factors - Substantial Doubt as to our Ability to Continue as a Going Concern" and elsewhere in our most recent Form 10-KSB for our fiscal year ended October 31, 2003, as amended, filed with the United States Securities and Exchange Commission. Readers are urged to carefully review and consider the various disclosures made by us in this report, in the aforementioned Form 10-KSB, as amended, and those detailed from time to time in our reports and filings with the United States Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that are likely to affect our business.
Our fiscal year ends on October 31. References to a fiscal year refer to the calendar year in which such fiscal year ends.
INTRODUCTION
We are a marketer and distributor of various accessories primarily intended for use with PDAs. Our current line of products principally consists of over eighty individual accessories for a wide array of PDAs. These accessories range in complexity and price from simple connector cables with suggested retail prices starting at $9.99 at the low end to our multi-faceted XELA Keyboard with a suggested retail price of $69.99 at the high end. However, during the three months ended January 31, 2004 and 2003, and as reported herein, our product sales revenues were substantially attributable to the following principal products (See Item 1. Our Business - Our Principal Products in our most recently filed Form 10-KSB for the fiscal year ended October 31, 2003, as amended, for further details):
DATA INPUT DEVICES:
o Our Keysync Keyboard - We introduced our Keysync Keyboard to the consumer marketplace in November 1998 as a more practicable and user-friendly alternative to the traditional PDA stylus for inputting significant amounts of data. Our Keysync Keyboard has a suggested retail price of $69.00.
o Our XELA Keyboard - We introduced our XELA Keyboard to the consumer marketplace in March 2003 as another more practicable and user-friendly alternative to the traditional PDA stylus for inputting significant amounts of data. Our XELA Keyboard has a suggested retail price of $69.00.
POWER DEVICES:
o Our Travel Kits - We introduced our first Travel Kit to the consumer marketplace in March 2002. We currently offer fifteen such Travel Kits to accommodate a wide array of PDAs. Each of our Travel Kits includes an AC charger, a 12-volt automobile adapter/charger, a USB charging cable, and a synchronization cable. Our Travel Kits have a suggested retail price of $39.99.
ENTERTAINMENT DEVICES:
o Our pocketRADIO - We introduced our pocketRADIO to the consumer marketplace in October 2003. Our pocketRADIO is an FM Stereo card that allows a PDA user to listen to FM Stereo while simultaneously running other programs. Our pocketRADIO have a suggested retail price of $49.99.
With the exception of the free technical support services we provide as part of the one year parts and labor warranty that accompanies each of our products, the only other services we performed during the fiscal periods reported herein were pursuant to maintenance agreements associated with our technical servicing and support of computer terminals and printers for financial institutions, which business we no longer actively market or pursue. Our maintenance service revenues, which constituted 6.5% of our total consolidated revenues for the fiscal year ended October 31, 2003, will continue to decrease in future fiscal years.
OUR RECENT SIGNIFICANT DEVELOPMENTS
There are no recent significant developments.
OUR CRITICAL ACCOUNTING POLICIES
The following discussions of our consolidated results of operations and financial condition, including our liquidity and capital resources, are based upon our consolidated financial statements as included elsewhere in this filing. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts and timing of revenue and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. Our actual results have differed, and will likely continue to differ, to some extent from our initial estimates and assumptions. We currently believe that the following significant accounting policies entail making particularly difficult, subjective or complex judgments of inherently uncertain matters that, given any reasonably possible variance therein, would make such policies particularly critical to a materially accurate portrayal of our historical or reasonably foreseeable financial condition or results of operations:
o Revenue Recognition for Product Sales and Related Allowances for Sales Returns and Rebates. In accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," we recognize a product sale, including related shipping and handling income, and the cost of the sale, upon product shipment provided that all material risks and rewards of ownership are concurrently transferred from us to our customer, the price is fixed or readily determinable, collection of the related receivable by us is reasonably assured, and we are able to reliably estimate appropriate allowances for probable sales returns and rebates based on our relevant historical experience and future expectations. We unconditionally accept product returns during the initial thirty days following the date of sale. We periodically offer promotional rebates of a limited duration, typically one week, on certain product sales, for which we outsource the processing and tracking of related customer submissions. The periodic provisions made by us to establish and maintain appropriate allowances for sales returns and rebates are charged to our results of operations via offsets to our gross product sales. Actual sales returns and rebates realized by us are charged against the related allowances with any favorable or unfavorable experience, as compared to our preceding estimates, having a correspondingly impact on our results of operations.
o Accounts Receivable and Related Allowance for Doubtful Accounts. In addition to corresponding reductions made for the allowances for sales returns and rebates, as discussed above, we further reduce our consolidated accounts receivable by an appropriate allowance for accounts where doubt exists in our opinion, based on known specifics or the passage of time, as to their ultimate collectability. We routinely offer our customers payment terms that range from 30 to 60 days. We do not assess interest on, nor do we require any securing collateral of, past due customer balances. The periodic provisions made by us to establish and maintain an appropriate allowance for doubtful accounts are charged to our results of operations via increases to our selling, general and administrative expenses. Actual collection experience realized by us on previously designated doubtful accounts, including final determinations of uncollectability, is charged against the allowance for doubtful accounts with any favorable or unfavorable experience, as compared to our preceding estimates, having a corresponding impact on our results of operations.
o Inventories. Our consolidated inventories, which consist solely of finished products available for sale, are stated at the lower of average cost or market, reduced by an appropriate allowance estimated by us for probable obsolescence. We record an allowance for obsolescence based on our historical experience and future expectations. The periodic provisions made by us to establish and maintain an appropriate allowance for obsolescence are charged to our results of operations via increases to our cost of goods sold. Actual disposition experience realized by us on previously designated obsolete inventory is charged against the allowance for obsolescence with any favorable or unfavorable experience, as compared to our preceding estimates, having a corresponding impact on our results of operations.
o Impairment of Long-Lived Assets. We evaluate, on at least a quarterly basis, each of our long-lived assets for impairment by comparing our then estimate of its related future cash flows, on an undiscounted basis, to its net book value. If impairment is indicated, we reduce the net book value of the asset to an amount equal to our estimate of related future cash flows, on an appropriately discounted basis, with a corresponding impairment charge to our results of operations.
o Convertible Debt Securities. We have periodically issued debentures that have non-detachable conversion features. In those instances where the stated conversion price reflects a discount from the then prevailing market price for our common stock, we make, at the date of the debenture issuance, an estimate as to the fair value of this beneficial conversion feature. The value assigned to the beneficial conversion feature is then immediately recognized in our results of operations via an interest/financing charge with a corresponding incremental credit to additional paid-in capital.
OUR CONSOLIDATED RESULTS OF OPERATIONS
Our consolidated total revenues for the three months ended January 31, 2004 ("fiscal 2004 first quarter") were $161,949, an increase of $86,639, or 115%, as compared to $75,310 for the three months ended January 31, 2003 ("fiscal 2003 first quarter"). Our product sales constituted 93% of our consolidated total revenues for the fiscal 2004 first quarter as compared to 87% of our consolidated total revenues for the fiscal 2003 first quarter. Our maintenance revenues, which constituted the balance of our consolidated total revenues for each respective fiscal period, will continue to decrease in future fiscal periods as we no longer actively market or pursue maintenance services.
Our product sales were $152,216 for the fiscal 2004 first quarter, an increase of $86,337, or 131%, as compared to $65,879 in product sales for the fiscal 2003 first quarter. We substantially attribute the preceding increase to sales of our pocketRADIOs (shipments began in late October 2002) which increased from approximately $33,000 in 2003 to over $100,000 in 2004. Partially offsetting the preceding product sales increases principally were sales decreases of varying degrees realized in our accessories for non-PDA hand-held computing devices, the marketing of which we continue to de-emphasize as we focus our currently limited operating and financial resources on the PDA accessories marketplace. We also realized a significant decrease in sales of our Keysync Keyboard which we primarily attribute to the introduction of competing products into the marketplace. Sales of our Travel Kits also decreased slightly, which we believe generally corresponded to the overall softening of sales realized by the underlying PDA manufacturers. Variances in the average prices realized by us on products in existence during both fiscal periods did not have a significant impact, favorably or unfavorably, on the overall net increase in our product sales for fiscal 2004. Approximately 63% of our product sales in the first quarter of fiscal 2004 were to one large retailer. It must be noted that, absent significant contributions from the introduction of new products, our future revenues will be materially dependent upon sales of our pocketRADIOs and, to a significantly lesser extent, our Travel Kits.
We incurred consolidated gross income of $40,204 for the fiscal 2004 first quarter, and consolidated gross losses of $16,425 for the fiscal 2003 first quarter. In turn, we experienced a gross margin of 25% for the fiscal 2004 first quarter and a negative gross margin of 22% for the fiscal 2003 first quarter. Our fiscal 2004 consolidated gross income and gross margin were attributable to gross income of $39,178, and a resulting gross margin of 26%, on our product sales during the fiscal 2004 first quarter. Conversely, our fiscal 2003 consolidated gross loss and negative gross margin was attributable to a gross loss of $20,295, and a resulting negative gross margin of 31%, on our product sales during the fiscal 2003 first quarter. Product Sales in 2004 consists of $104,182 (68% of sales) of direct material, packaging and freight, a reduction in our provision for obsolete inventories totaling $23,100 (15% of sales) and $31,956 (21% of sales) of salaries and employee related costs. Cost of Revenues- Product Sales in 2003 consists of $46,410 (70% of sales) of direct material, packaging and freight and $39,764 (60% of sales) of salaries and employee related costs. Our products are often purchased from different vendors and can fluctuate significantly based on our sales mix. We do not expect our material costs to fluctuate significantly in coming quarters. Our current labor force is also expected to be adequate to meet demand of our products sales through the remainder of 2004. Cost of Revenues-Maintenance Agreements in 2004 consists of $3,935 of parts and accessories (40% of revenues) and $4,772 of wages and benefits (49% of revenues). Cost of Revenues-Maintenance Agreements in 2003 consists of $648 of parts and accessories (7% of revenues) and $4,913 of wages and benefits (52% of revenues). Based on the nature of the equipment being serviced and the applicable age thereof, parts and accessories can fluctuate significantly each period.
Our products experience a high degree of technological obsolescence based on the rapidly changing market for PDA-related products and the introduction of new PDAs. We evaluate our inventories based on sales over a rolling six-month period and industry publications of PDA-related product changes in order to determine the write-off of slow-moving and obsolete inventories. During the first quarter of 2004, we made a bulk sale of items which were fully reserved for in our reserve and, accordingly, the reserve was adjusted.
Our consolidated total operating expenses were $6,350,149 for the fiscal 2004 first quarter, an increase of $5,908,920, or 1339%, from the $441,229 incurred during the fiscal 2003 first quarter.
Our consolidated selling, general and administrative ("SG&A") expenses were $380,149 for the fiscal 2004 first quarter, a decrease of $61,080, or 14%, from the $441,229 incurred during the fiscal 2003 first quarter. The main components in these expenses are salaries and wages for its key employees and officers (2004 - $72,531; 2003 - $145,300), professional fees (2004 - $128,713; 2003 - $74,155) and travel (2004 - $33,585; 2003 - $1,100). The reduction in salaries and wages is attributable to the decrease in operations and cash flows which resulted in a reduction in staff compared to the prior quarter. Professional fees increased significantly due to the costs associated with our attempt to spin-off the iBIZ, Inc. subsidiary and the acquisition of Synosphere LLC. Travel expenses increased during this period due to our extensive travel and related costs for the transaction with Enterprise (Israel), the acquisition of Synosphere LLC and search for new opportunities.
We incurred an expense totaling $1.2 million for acquired research and development in the first quarter of fiscal 2004. As noted in Note 3 to the attached financial statements, this cost represents the fair value of the common stock issued in connection with our acquisition of Synosphere LLC.
We incurred consulting expenses paid in stock options totaling $4.77 million in the first quarter of fiscal 2004. This cost represents the fair value of stock options issued for services to the following entities:
November 2003
o Options valued at $260,000 to purchase 200 million shares of common stock (at a 40% discount from market, as defined) were issued to D. Scott Elliott for general business and financial consulting services to assist the Company with its expansion plans and entry into other markets.
December 2003
o Options valued at $60,000 to purchase 50 million shares of common stock (at a 15% discount from market, as defined) were issued to Jeffrey Firestone for providing legal counsel on international issues in mergers and acquisitions.
January 2004
o Options valued at $4,450,000 to purchase 100 million shares of common stock (at a 50% discount from market, as defined) were issued to Pangea Investments GmbH for consulting and acquisition services in Europe and Israel. Sam Elimalech, an officer of Enterprise Capital AG, is also a member of Pangea Investments Gmbh.
The Company has valued the options granted using the Black-Scholes stock option pricing model. The total fair value of the options granted during the three months ending January 31, 2004 was $4,770,000. Based on the uncertainty of any future value of these agreements, the Company expensed the value of the options in the quarter ended January 31, 2004. We expect to continue utilizing our common stock and options to procure necessary consulting services during this fiscal year since our financial condition makes the probability of securing additional capital difficult and costly. Please refer to Note 7 to the Condensed Consolidated Financial Statements included in this filing for further details of our stock activity.
Our resulting losses from operations for the fiscal 2004 first quarter and 2003 were $6,309,945 and $457,654, respectively.
Our non-operating other income and expenses primarily consist of interest expense, including non-cash charges attributable to the non-detachable beneficial conversion feature of newly issued debentures. Our interest expense was $102,280 for the fiscal 2004 first quarter, a decrease of $818,070, or 89%, from the $920,350 incurred during the fiscal 2003 first quarter. This decrease is due to $837,998 of beneficial conversion features of debentures issued during the three months of fiscal 2003. These charges were not repeated during fiscal 2004. During the fiscal 2004 three month period we realized non-cash aggregate gains of $62,728 on settlements of debenture obligations. The balance of our non-operating income and expenses items, including interest income, were inconsequential to our consolidated results of operations.
Primarily as a result of the foregoing, we incurred a loss of $6,347,497 ($0.00) (per basic and diluted share) for the fiscal 2004 first quarter. The preceding compares to a loss of $1,378,004 ($0.02) (per basic and diluted share) for the fiscal 2003 first quarter.
Our future ability to achieve profitability in any given future fiscal period remains highly contingent upon our realizing significantly increased product sales sufficient to leverage our non-variable, likely to be recurring expenses. For instance, our ability to achieve gross profits and positive gross margins in any given future fiscal period remains highly contingent upon us being able to leverage through significant incremental product sales the significant non-variable direct labor and overhead components of our costs of goods sold. Similarly, our ability to realize income from operations is further dependent upon our ability to additionally leverage through significant incremental sales our SG&A expenses, the majority of which currently are non-variable and recurring in nature. To the extent that we incur other less frequent or non-recurring operating expenses, as in fiscal 2004, we will require additional incremental product sales in order to leverage them. Lastly, our ability to realize net income and net income per common share remains highly contingent upon us being able to leverage through incremental product sales any significant net non-operating expenses, such as charges for the beneficial conversion features of any issued debentures and our interest expense on any outstanding debt. Correspondingly, our ability to realize significant incremental product sales in any given future fiscal period remains highly contingent upon us obtaining significant equity infusions and/or long-term debt financing sufficient to fund the increased and sustained campaign of marketing and advertising activities we believe necessary to build broad consumer awareness of, and demand for, our PDA accessories. Even if we were to be successful in procuring such funding, there can be no assurance that we will be successful in our marketing and advertising efforts, and that we will subsequently realize the significant incremental product sales we require.
OUR CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES
Overview
We have historically sustained our operations through an ongoing combination of trade credit arrangements, short-term financings, and debt and equity issuances. As our working capital requirements generally precede the realization of product sales and related accounts receivable, we routinely draw upon our existing cash and cash equivalent balances and seek short and long-term financing to fund our procurement of inventory. We currently have no established credit facilities in place for future borrowings.
During the course of transitioning our Company over the last several years from our discontinued computer service businesses to our current business of marketing and distributing various accessories primarily intended for use with PDAs, we have incurred substantial operating and net losses, as well as negative operating cash flows. As of our fiscal quarter ended January 31, 2004, our working capital deficit was $3,795,901 and our stockholders' deficit was $4,091,965. Such reflects a decrease from our preceding fiscal year ended October 31, 2003 when our working capital deficit was $6,093,514 and our stockholders' deficit was $6,716,685. We had an unrestricted cash balance of $262,649 at January 31, 2004, as compared to $2,140 at October 31, 2003.
We had outstanding convertible debentures with an aggregate principal face amount of $2,619,297 at January 31, 2004, of which $2,152,297 was due within one year and and $694,090 was to become due and payable by our fiscal year ending October 31, 2005. Subsequent to January 31, 2004 and through March 15, 2004, debentures totaling $1,039,968 were converted into 228,074,146 shares of common stock. We had outstanding convertible debentures with an aggregate principal face amount of $4,015,837 at October 31, 2003, of which $3,265,837 and $750,000 was to become due and payable during our fiscal years ending October 31, 2004 and 2005, respectively.
Our Consolidated Cash Flows
Our operating activities utilized $480,984 in cash during the fiscal 2004 three month period, an increase of $255,645, or 113%, from the $225,339 in cash utilized during the fiscal 2003 three month period. Our increased utilization substantially reflects a $5,008,264, or 516%, net increase in our non-cash charges, being substantially offset by the $4,969,493 increase in our net loss. The most significant reductions in our non-cash charges were a $837,998 reduction in the charges associated with the beneficial conversion features of issued convertible debentures. This reduction is offset by increases of $1,200,000 and $4,770,000 in our non-cash acquisition of in-process research and development and services rendered in exchange for common stock options, respectively. Partially offsetting these non-cash charge items were a $59,227 increase in accounts receivable, an $18,386 increase in inventories and a $158,710 decrease in accounts payable and accrued liabilities. Based on the exercise of stock options in the quarter, we were able to pay certain accounts payable and accrued liabilities to continue our operations. Cash flows from operations in 2003 reflect the increase in our accounts payable and accrued liabilities due to our decreased cash flows experience continuing from late 2002 into early 2003.
Our investing activities provided $2,000 during the fiscal 2004 three month period from the sale of the company automobile. There was no cash used in investing activities during the fiscal 2003 three month period.
Our financing activities provided $739,493 in cash during the fiscal 2004 first quarter, an increase of $379,912, or 106%, from the $359,581 in cash provided by financing activities during the fiscal 2003 three month period. Our fiscal 2004 three month period reflects cash inflows primarily from our issuances of common stock options, and, to a significantly lesser extent, the cash we received from a note payable. The preceding cash inflows were slightly offset by the cash outflows related to principal repayments made on outstanding notes payable. In contrast, our fiscal 2003 three month period 2003 primarily reflects lower cash inflows from our issuances of convertible debentures. Such were slightly offset by the cash outflows related to principal repayments made on outstanding notes payable.
Our Planned Capital Expenditures
We had no significant planned capital expenditures, budgeted or otherwise, as of January 31, 2004.
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