See accompanying notes.
2. Summary of Significant Accounting Policies
Reclassification
Certain reclassifications have been made to conform the 2012 amounts to the 2013 classifications for comparative purposes.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Single Touch Systems, Inc. and its wholly- owned subsidiaries, Single Touch Interactive, Inc., and Single Touch Interactive R&D IP, Inc. (formed in Nevada on October 8, 2012). Intercompany transactions and balances have been eliminated in consolidation.
Revenue Recognition
Revenue is derived on a per-message/notification basis through the Company’s patented technologies and a modular, adaptable platform designed to create multi-channel messaging gateways for all types of connected devices. The Company also earns revenue for services, such as programming, licensure on Software as a Service (“SaaS”) basis, and on a performance basis, such as when a client acquires a new customer through the Company’s platform. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts.
Accounts Receivable
Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.
Allowance for Doubtful Accounts
An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.
Property and Equipment
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives:
| | Software development | 2- 3 years |
| | Equipment | 5 years |
| | Computer hardware | 5 years |
| | Office furniture | 7 years |
Long-Lived Assets
The Company accounts for its long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. The Company determined that none of its long-term assets at March 31, 2013 were impaired.
Prepaid Royalties
The Company’s agreements with licensors and developers generally provide it with exclusive publishing rights and require it to make advance royalty payments that are recouped against royalties due to the licensor or developer based on product sales. Prepaid royalties are amortized on a software application-by-application basis, based on the greater of the proportion of current year sales to total current and estimated future sales or the contractual royalty rate based on actual net product sales. The Company continually evaluates the recoverability of prepaid royalties and charges to operations the amount that management determines is probable that will not be recouped at the contractual royalty rate in the period in which such determination is made or at the time the Company determines that it will cancel a development project. Prepaid royalties are classified as current and non-current assets based upon estimated net product sales within the next year.
Capitalized Software Development Costs
The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application. Capitalized software development costs represent the costs associated with the internal development of the Company’s software applications. Amortization of such costs is recorded on a software application-by-application basis, based on the greater of the proportion of current year sales to total of current and estimated future sales for the applications or the straight-line method over the remaining estimated useful life of the software application. The Company continually evaluates the recoverability of capitalized software costs and will charge to operations amounts that are deemed unrecoverable for projects it abandons.
Issuances Involving Non-cash Consideration
All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services and property. The non-cash consideration paid pertains to consulting services and the acquisition of a software license (See Note 6).
Stock Based Compensation
The Company accounts for stock-based compensation under ASC Topic 505-50, formerly Statement of Financial Accounting Standards (“SFAS”) No. 123R, "Share-Based Payment” and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - An amendment to SFAS No. 123.” These standards define a fair-value-based method of accounting for stock-based compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Binomial or Black-Scholes option-pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
During the three months ended March 31, 2013, the Company recognized stock-based compensation expense totaling $190,421, of which $85,960 was recognized through the vesting of 200,000 common stock options and $104.461was recognized as compensation during the period on the amortization of the fair value of 5,750,000 options granted personally by the Executive Chairman to a third-party consultant (See Note 10). During the six months ended March 31, 2013, the Company recognized stock-based compensation expense totaling $1,596,963, of which $950,818 was recognized through the vesting of 3,199,400 common stock options, $489,726 was recognized on the November 30, 2012 modification of certain options previously granted (See Note 12), and $156,419 was recognized as compensation during the period on the amortization of the fair value of 5,750,000 options granted personally by the Executive Chairman to a third-party consultant (See Note 10).
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
During the six months ended March 31, 2012, the Company recognized stock-based compensation expense totaling $99,713, of which $46,113 was recognized through the vesting of 1,000,000 common stock options and $53,600 was recognized as compensation on the modification of 1,000,000 warrants granted to a consultant under a new agreement replacing a prior agreement.
Loss per Share
The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of March 31, 2013 that have been excluded from the computation of diluted net loss per share amounted to 59,346,675 shares and include 19,426,675 warrants, 30,180,000 options and $4,870,000 of debt and accrued interest convertible into 9,740,,000 shares of the Company’s common stock. Potential common shares as of March 31, 2012 that have been excluded from the computation of diluted net loss per share amounted to 57,124,613 shares and include 20,020,175 warrants, 32,980,000 options and $2,062,219 of debt and accrued interest convertible into 4,124,438 shares of the Company’s common stock. Potential common shares as of March 31, 2012 that have been excluded from the computation of diluted net loss per share total 57,124,613 shares and include 20,020,175 warrants, 32,980,000 options, and $2,062,219 of debt convertible into 4,124,438 shares of the Company’s common stock.
Cash and Cash Equivalents
For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.
Concentration of Credit Risk
The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.
Of the Company’s revenue earned during the six months ended March 31, 2013 and 2012, approximately 99% were generated from contracts with eight customers covered under the Company’s master services agreement with AT&T.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Convertible Debentures
If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense or equity (if the debt is due to a related party), over the life of the debt using the effective interest method.
Income Taxes
The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.
Recent Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s financial position, results of operations, or cash flow.
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. Accounts Receivable
Accounts receivable consist of the following:
| | | March 31, | |
| | | 2013 | |
| Due from customers | | $ | 1,185,575 | |
| Less allowance for bad debts | | | (2,878 | ) |
| | | $ | 1,182,697 | |
4. Property and Equipment
The following is a summary of property and equipment:
| | | March 31, | |
| | | 2013 | |
| Computer equipment | | $ | 711,123 | |
| Equipment | | | 46,731 | |
| Office furniture | | | 127,670 | |
| | | | 885,524 | |
| Less accumulated depreciation | | | (702,094 | ) |
| | | $ | 183,430 | |
Depreciation expense for the three months ended March 31, 2013 and 2012 was $23,022 and $23,874, respectively. Depreciation expense for the six months ended March 31, 2013 and 2012 was $46,367 and $53,515, respectively.
5. Capitalized Software Development Costs
The following is a summary of capitalized software development costs:
| | | March 31, | |
| | | 2013 | |
| Beginning balance | | $ | 383,227 | |
| Additions | | | 201,998 | |
| Amortization | | | (201,457 | ) |
| Charge offs | | | - | |
| Ending balance | | $ | 383,768 | |
Amortization expense for the three months ended March 31, 2013 was $103,571 and $107,500, respectively. Amortization expense for the six months ended March 31, 2013 was $201,457 and $201,254, respectively.
Amortization expense for the remaining estimated lives of these costs are as follows:
| Year Ending March 31, | | | |
| 2013 | | $ | 283,384 | |
| 2014 | | | 100,384 | |
| | | $ | 383,768 | |
6. Intangible Assets
Patents
The following is a summary of capitalized patent costs:
| | | March 31, | |
| | | 2013 | |
| Patent costs | | | 939,535 | |
| Amortization | | | (404,589 | ) |
| | | $ | 534,946 | |
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Amortization charged to operations for the three months ended March 31, 2013 and 2012 totaled $33,555 and $32,230, respectively Amortization charged to operations for the six months ended March 31, 2013 and 2012 totaled $67,110 and $64,306, respectively.
A schedule of amortization expense over the estimated life of the patents is as follows:
| Year Ending December 31, | | | |
| 2013 | | $ | 134,219 | |
| 2014 | | | 134,219 | |
| 2015 | | | 134,219 | |
| 2016 | | | 118,754 | |
| 2017 | | | 13,535 | |
| | | $ | 534,946 | |
In January 2011, the Company was issued US Patent 7,865,181 “Searching for mobile content” and US Patent 7,865,182 “Over the air provisioning of mobile device settings.” The costs associated with these patents, totaling $29,254, are being amortized over the patent’s estimated useful life of 7 years.
In September 2011, the Company was issued US Patent 8,015,307 “System and method for streaming media.” The costs associated with these patents totaling $8,115 are being amortized over the patent’s estimated useful life of 7 years.
In October 2011, the Company was issued US Patent 8,041,341 “System of providing information to a telephony subscriber.” The costs associated with this patents totaling $22,940 are included above and are being amortized over the patent’s estimated useful life of 7 years.
Software license
On March 30, 2012, the Company was granted an exclusive perpetual license to utilize the “Anywhere” software and related source code from Soap Box Mobile, Inc. (“Soapbox”). Under the terms of the underlying agreement, the Company issued 200,000 shares of its common stock to Soapbox and paid $30,000 in April 2012. All of the consideration paid was distributed to eight individuals comprising all of the common shareholders of Soapbox pursuant to instruction from Soapbox. The Company valued the license at $76,000, comprising of the fair value of the 200,000 shares on date of grant ($46,000) and the $30,000 of cash. The license, by its terms, has an indefinite life and is therefore not subject to amortization. The Company’s Executive Chairman owns a majority preferred interest in Soapbox and received no portion of the consideration paid.
On November 27, 2012, the Company entered into a Settlement and Mutual Special Release with the Company’s Executive Chairman and agreed to pay him $755,000 for his full release from any claims related to the March 30, 2012 Soapbox agreement and included a perpetual exclusive license to utilize “Anywhere.” The $755,000 was capitalized and included in the cost of the software license. In connection with paying its Executive Officer, the Company inadvertently overpaid $25,118, which was repaid upon discovery.
7. Income Taxes
As of March 31, 2013, the Company has a net operating loss carryover of approximately $44,300,000 available to offset future income for income tax reporting purposes, which will expire in various years through 2033, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.
We adopted the provisions of ASC 740-10-50, formerly FIN 48, “Accounting for Uncertainty in Income Taxes.” We had no material unrecognized income tax assets or liabilities for the six months ended March 31 2013 or for the six months ended March 31, 2012.
Our policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three and six months ended March 31, 2013 and 2012, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years beginning on or after October 1, 2007 or California state income tax examination by tax authorities for years beginning on or after October 1, 2006. We are not currently involved in any income tax examinations.
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The provisions for income tax expense for the six months ended March 31, 2013 and 2012 are as follows:
| | | | | | 2012 | |
| Current | | | | | | |
| Federal | | $ | - | | | $ | - | |
| State | | | 800 | | | | 800 | |
| Total income tax expense | | $ | 800 | | | $ | 800 | |
8. Obligation on Patent Acquisitions
On March 15, 2010, the Company purchased six patents and three patent applications from an unrelated third party (the “Seller”) for $900,000 of which $550,000 was paid on the execution of the purchase agreement. Pursuant to the agreement, $175,000 was due on or before March 15, 2011, which was paid, and the final installment of $175,000 was due on or before March 15, 2012. The terms of the agreement were modified on March 1, 2012, whereby the remaining $175,000 became payable in two installments. Under the modified terms, an installment of $87,500 became due on or before March 15, 2012 and was paid. The fourth and final installment of $87,500 was paid on October 15, 2012.
Interest accrued and charged to operations for the three months ended March 31, 2013 and 2012 on this patent obligation totaled $0 and $2,566, respectively. Interest accrued and charged to operations for the six months ended March 31, 2013 and 2012 on this patent obligation totaled $0 and $8,754, respectively.
9. Convertible Debt
During the months of November and December 2011, the Company received a total of $1,800,000 in consideration for issuing convertible notes and warrants to purchase 3,600,000 shares of the Company’s common stock to seven investors including a Company director. In February 2012, the Company received from two investors an additional $200,000 in consideration for issuing convertible notes and warrants to purchase 400,000 shares of the Company’s common stock. The notes bear interest at a rate of 10% per annum. Under the original terms of the convertible notes, principal and accrued interest were fully due one year from the respective date of each loan but could be extended by mutual consent of the holder and the Company. Outstanding principal and the first year’s accrued interest are convertible into shares of the Company’s common stock at a conversion rate of $0.50 per share. In September 2012, holders of nine notes with a face amount of $1,700,000 agreed to modify the terms of their notes and extend the maturity date of their notes to August 31, 2014. Of the remaining notes with a face value of $300,000, $200,000 matured and was paid in December 2012, and $100,000 that would otherwise have matured and been payable in in February 2013 was converted, together with $10,000 of interest, into 220,000 shares of the Company’s common stock in February 2013. The expiration dates of common stock warrants issued in connection with the modified notes were also extended to September 7, 2015. The modification of the terms of the convertible debt did not extinguish any portion of debt; therefore no gain or loss was recorded due to the modifications.
In connection with the Company’s second private offering dated September 7, 2012, the Company received a total of $3,000,000 in consideration for issuing convertible notes and warrants to purchase 6,000,000 shares of the Company’s common stock to 64 investors. The notes bear interest at a rate of 10% per annum, and interest is payable semi-annually. Principal and any unpaid accrued interest are fully due two years from the respective date of each loan. Outstanding principal is convertible into shares of the Company’s common stock at a conversion rate of $0.50 per share. The aforementioned warrants are fully exercisable into common shares commencing on the date of each loan at a price of $0.25 per share and expire three years from the respective date of grant. The Company was required and did file a registration statement pertaining to the securities issued through the second private offering on February 6, 2013. The registration statement is to be effective within 90 days of its filing date. The registration statement was declared effective on April 30, 2013.
In connection with the second private offering, the Company incurred offering costs totaling $424,843 including the fair value of warrants issued to the Placement Agent to purchase 479,920 shares of the Company’s common stock at a purchase price of $0.304 per share. The value of the warrants of $166,319 was calculated using the Binomial Option model with a risk-free interest rates ranging from 0.31% to 0.34%, volatility ranging from 94.17% to 95.23%, and trading prices ranging from $0.28 to $0.33 per share. The $424,843 is being amortized over the two year term of the related debt using the effective interest method.
Pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options,” the convertible notes were recorded net of discounts that include the relative fair value of the warrants, the notes’ beneficial conversion features, and the above indicated loan fee, all totaling $1,530,415. The discounts are being amortized to either interest expense (if the debt is due to an unrelated party) or equity (if the debt is due to a related party) over the term of the various notes using the effective interest method. The initial value of the warrants of $1,124,773 issued to investors was calculated using the Binomial Option model with a risk-free interest rates ranging from 0.31% to 0.43%, volatility ranging from 94.17% to 103.00%, and trading prices ranging from $0.22 to $0.35 per share. The beneficial conversion feature of $51,516 was calculated pursuant to ASC Topic 470-20 using trading prices ranging from $0.26 to $0.35 per share and an effective conversion price $0.0322 per share.
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Interest accrued on the above convertible debt and charged to operations for the three months ended March 31, 2013 and 2012 was $117,479 and $46.575 respectively. Interest accrued on the above convertible debt and charged to operations for the six months ended March 31, 2013 and 2012 was $242,071 and $62,219 respectively.
Amortization of the discounts for the three months ended March 31, 2013 totaled $163,590 of which $161,567 was charged to interest expense and $2,023 was charged to equity. Amortization of the discounts for the three months ended March 31, 2012 totaled $108,226 of which $79,326 was charged to interest expense and $28,900 was charged to equity.
Amortization of the discounts for the six months ended March 31, 2013 totaled $349,477 of which $345,481 was charged to interest expense and $3,996 was charged to equity. Amortization of the discounts for the six months ended March 31, 2012 totaled $128,191 of which $95,103 was charged to interest expense and $33,088 was charged to equity.
The balance of these convertible notes at March 31, 2013 is as follows:
| | $ | 4,700,000 | |
| Accrued interest | | | 262,265 | |
| | | | 4,962,265 | |
| Less discount | | | (861,053 | ) |
| | | | 4,101,212 | |
| Less current portion | | | - | |
| Long-term portion | | $ | 4,101,212 | |
The following are maturities of the principal balance of the convertible debt:
| December 31, | | | |
| 2014 | | | 4,700,000 | |
| | | $ | 4,700,000 | |
10. Related Party Transactions
As discussed in Note 9, a Company director provided $500,000 of the $5,000,000 received in the Company’s convertible debt issuances. As part of the consideration received for the $500,000, the director received warrants to purchase 1,000,000 common shares of the Company’s common stock for a period of three years at a price of $0.25 per share. The $500,000 note, as well as the first year’s interest on the note, is convertible into the Company’s common shares at a conversion rate of $0.50 per share.
On November 27, 2012, the Company entered into a Settlement and Mutual Special Release with the Company’s Executive Chairman as final global settlement of any and all outstanding matters related to Anthony Macaluso’s ownership and control relationship in Soapbox, including any and all claims he may have individually related to or on behalf of Soapbox in any capacity held by him formerly or currently. The Company agreed to a total consideration of $755,000 of which $155,000 has been previously paid. The $755,000 was capitalized and included in the cost of the software license.
On November 30, 2012, the Company’s Executive Chairman agreed to modify the terms of common stock options previously granted to him. Under the modified terms, options granted to originally purchase 50,000 common shares with an exercise price of $1.375 per share were reduced to 40,000 common stock options with an exercise price of $0.469 per share and options granted to originally purchase 4,200,000 common shares with an exercise price of $0.90 per share were reduced to 3,570,000 common stock options with an exercise price of $0.469 per share.
On November 30, 2012, the Company’s Chief Executive Officer agreed to modify the terms of common stock options previously granted to him. Under the modified terms, options granted to originally purchase 3,000,000 common shares with an exercise price of $0.90 per share were reduced to 2,550,000 common stock options with an exercise price of $0.469 per share.
On November 30, 2012, the Company’s Chief Financial Officer agreed to modify the terms of common stock options previously granted to him. Under the modified terms, options granted to originally purchase 1,000,000 common shares with an exercise price of $0.90 per share were reduced to 850,000 common stock options with an exercise price of $0.469 per share.
On November 30, 2012, a Company Director also agreed to modify the terms of common stock options previously granted to him. Under the modified terms, options granted to originally purchase 3,000,000 common shares with an exercise price of $0.90 per share were reduced to 2,550,000 common stock options with an exercise price of $0.469 per share.
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
During the three months ended December 31, 2012, the Company's Executive Chairman granted an option to a third party to purchase a total of 5,750,000 shares of the Company’s common stock owned personally by him. Of the 5,750,000 options granted, 3,750,000 have an exercise price of $0.295 per share and 2,000,000 have an exercise price of $0.48 per share. The options expire two years from date of grant. The options were granted in exchange for consulting services that directly benefit the Company. The Company therefore recorded the fair value of the options granted of $847,300 to equity as contributed capital with an offset to prepaid expense. The $847,300 is being amortized to operations over the two year term of the consulting agreement. During the three months ended December 31, 2012, the amortized portion of the prepaid expense that charged to operations totaled $51,957, and during the three months ended March 31, 2013 another $104,462 was charged to operations.
On November 29, 2012, the Company granted Stephen Baksa, a Director, 200,000 stock options exercisable at $0.389 per share, which fully vested on date of grant.
On December 6, 2012, the Company granted its Executive Chairman 2,099,400 stock options exercisable at $0.469 per share, which fully vested on date of grant.
On December 10, 2012, the Company granted Jonathan Sandelman, a Director, 200,000 stock options exercisable at $0.446 per share, which fully vested on date of grant.
On March 29, 2013, the Company granted Peter Holden, a Director, 200,000 stock options exercisable at $0.687 per share, which fully vested on date of grant.
11. Fair Value
The Company’s financial instruments at March 31, 2013 consist principally of convertible debentures. Convertible debentures are financial liabilities with carrying values that approximate fair value. The Company determines the fair value of convertible debentures based on the effective yields of similar obligations.
The Company believes all of the financial instruments’ recorded values approximate fair market value because of their nature and respective durations.
The Company complies with the provisions of ASC No. 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures.” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“GAAP”), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, which are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company utilizes the best available information in measuring fair value. The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as follows:
March 31, 2013:
| | | Fair Value Measurements | |
| | | | | | Level 2 | | | Level 3 | | | Total Fair Value | |
| Liabilities | | | | | | | | | | | | |
| Convertible debentures | | | - | | | $ | 4,101,212 | | | | - | | | $ | 4,101,212 | |
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12. Stockholders’ Equity
Common Stock
The holders of the Company's common stock are entitled to one vote per share of common stock held.
During the three months ended March 31, 2013, the Company issued 160,000 shares of its common stock to two investors on the exercise of 160,000 warrants. The Company received $40,000 on the exercise.
During the three months ended March 31, 2013, the Company issued a Director 220,000 shares on the conversion of debt and accrued interest due him totaling $110,000.
During the three months ended March 31, 2013, the Company issued another Director 93,088 common shares on the cashless exercise of 300,000 options.
During the three months ended March 31 2012, the Company issued 200,000 shares of its common stock for the acquisition of the Anywhere software license as discussed in Note 6. The 200,000 shares were valued at their respective market value on the date of issuance totaling $46,000.
During the three months ended March 31 2012, 500,000 shares of the Company’s common stock were issued through the exercise of 500,000 common stock warrants. The Company received $40,000 through the exercise.
Warrants
As indicated in Note 9, the Company has issued warrants to seventy-one investors to purchase a total of 10,000,000 shares of the Company’s common stock at a price of $0.25 per share as part of the $2,000,000 private placement completed in February 2012 and the $3,000,000 private placement completed in October 2012. The warrants expire at various dates through September 2015. During the year ended September 30, 2012, one investor exercised warrants to purchase 1,000,000 shares of common stock at $0.25 per share.
In March 2012, the Company agreed to modify the terms of warrants granted to a consultant under a new agreement that replaced a prior agreement in June 2011 to purchase 1,000,000 shares of the Company's common stock. Under the modified terms, the exercise price was reduced from $0.80 per share to $0.40 per share and the expiration date of the warrants was extended from June 14, 2014 to December 14, 2014. The Company recognized consultant’s compensation expense during the period of $53,600 on the modification.
On September 30, 2011, the Company modified the terms of certain warrants previously granted to a shareholder. Under the modified terms, the expiration date for warrants to purchase 1,750,000 shares of the Company’s common stock at a price of $1.00 per share was extended one year to December 13, 2012, the expiration date for warrants to purchase 1,750,000 shares of the Company’s common stock at a price of $1.00 per share was extended one year to January 7, 2013. As the fair value of these warrants based upon their modified terms were less than their respective fair value when originally granted, the Company did not recognize any additional compensation. In consideration for the modification, the shareholder agreed to cancel 2,750,000 stock options previously granted with an exercise price of $1.50 per share.
Options
In November 2012, the Company modified the terms of stock options granted to certain employees, officers, directors, and active third-party service providers. Under the modified terms, the Company reduced the number of shares to be purchased under these option grants from a total of 17,134,334 shares to a total of 14,534,934 shares with a reduction in the purchase price on these grants from original prices ranging from $1.375 to $0.90 per share to $0.469 per share. A breakdown of the modified grants is as follows
| | | Shares under | | | Shares under | |
| | | Original | | | Modified | |
| | | Grant | | | Grant | |
| Employees | | | 5,809,334 | | | | 4,914,934 | |
| Officers and directors | | | 11,300,000 | | | | 9,600,000 | |
| Outside legal counsel | | | 25,000 | | | | 20,000 | |
| | | | 17,134,334 | | | | 14,534,934 | |
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In addition to reducing the number of options previously granted at the reduced purchase price, Messrs. Macaluso and Orsini voluntarily agreed to amend their stock options to defer vesting of already vested options related to their employment agreements and half of their unvested options for an additional six months. The Company accounted for the modification to the option grants pursuant to ASC Topic 718-20-35 and recognized $489,726 as additional compensation that was charged to operations during the three months ended December 31, 2012.
On November 29, 2012, the Company granted options to a Director to purchase 200,000 shares of the Company common stock at a purchase price of $0.389 per share expiring five years from date of grant. The 200,000 options were valued at $26,760 under a Binomial Option Model using a trading price of $0.25 per share, a risk free interest rate of 0.63%, and volatility of 98.76%. The options immediately vested, and the $26,760 was fully charged to operations on the date of grant.
On December 6, 2012, the Company granted options to its Executive Chairman to purchase 2,099,400 shares of the Company common stock at a purchase price of $0.469 per share expiring five years from date of grant. The 2,099,400 options were valued at $636,328 under a Binomial Option Model using a trading price of $0.46 per share, a risk free interest rate of 0.60%, and volatility of 98.54%. The options immediately vested, and the $636,328 was fully charged to operations on the date of grant.
On December 6, 2012, the Company granted options to an employee to purchase 500,000 shares of the Company common stock at a purchase price of $0.469 per share expiring five years from date of grant. The 500,000 options were valued at $151,550 under a Binomial Option Model using a trading price of $0.46 per share, a risk free interest rate of 0.60%, and volatility of 98.54%. The options immediately vest and the $151,550 was fully charged to operations on the date of grant.
On December 10, 2012, the Company granted options to a Director to purchase 200,000 shares of the Company common stock at a purchase price of $0.446 per share expiring five years from date of grant. The 200,000 options were valued at $50,220 under a Binomial Option Model using a trading price of $0.40 per share, a risk free interest rate of 0.62%, and volatility of 98.32%. The options immediately vest and the $50,220 was fully charged to operations on the date of grant.
On March 29, 2013, the Company granted options to a Director to purchase 200,000 shares of the Company common stock at a purchase price of $0.6870 per share expiring five years from date of grant. The 200,000 options were valued at $85,960 under a Binomial Option Model using a trading price of $0.67 per share, a risk free interest rate of 0.76%, and volatility of 97.10%. The options immediately vest and the $85.960 was fully charged to operations on the date of grant.
A summary of outstanding stock warrants and options is as follows:
| | | Number | | | Weighted Average | |
| | | of Shares | | | Exercise Price | |
| Outstanding – September 30, 2012 | | | 55,326,595 | | | $ | .75 | |
| Granted | | | 19,020,414 | (1) | | $ | .42 | |
| Exercised | | | - | | | $ | - | |
| Cancelled | | | (18,884,334 | )(2) | | $ | (.92 | ) |
| Outstanding – December 31, 2012 | | | 55,462,675 | | | $ | .55 | |
| Granted | | | 200,000 | | | $ | .69 | |
| Exercised | | | (460,000 | ) | | $ | (09 | ) |
| Cancelled | | | (5,596,000 | ) | | $ | (.36 | ) |
| Outstanding – March 31, 2013 | | | 49,606,675 | | | $ | .59 | |
Of the 49,606,675 options and warrants outstanding, 41,107,341 are fully vested and currently available for exercise. In addition, as many as 9,740,000 of shares can be issued on the conversion and debt and certain interest as of March 31, 2013.
| | (1) | Includes modified option grants to purchase 14,534,934 common shares pursuant to the November 2012 agreement. |
| | (2) | Includes modified option grants reducing 17,134,334 common shares pursuant to the November 2012 agreement. |
SINGLE TOUCH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. Commitments and Contingency
Operating Leases
The Company leases office space in Encinitas, California; Rogers, Arkansas; Jersey City, New Jersey; and Boise, Idaho. The Encinitas lease expires on May 31, 2013. The Rogers office is leased for a term of five years, effective January 1, 2012. The Boise lease expired on October 14, 2012, and is currently being leased on a month-to-month basis. The Jersey City lease expires on June 30, 2016, and the Company has the option to lease the Jersey City offices for an additional five years. In addition to paying rent, the Company is also required to pay its pro rata share of the property’s operating expenses. Rent expense for the three months ended March 31, 2013 and 2012 was $53,820 and $53,176, respectively. Rent expense for the six months ended March 31, 2013 and 2012 was $107,640 and $98,468, respectively. Minimum future rental payments under non-cancellable operating leases with terms in excess of one year as of March 31, 2013 for the next five years and in the aggregate are:
| | $ | 154,209 | |
| 2015 | | | 156,889 | |
| 2016 | | | 159,591 | |
| 2017 | | | 63,397 | |
| | | $ | 534,086 | |
Licensing Fee Obligations
The Company has entered into various licensing agreements that require the Company to pay fees to the licensors on revenues earned by the Company utilizing the related license. The amounts paid on each license vary depending on the terms of the related license.
14. Subsequent Events
In April 2013, the Company issued 250,000 shares of its common stock through the exercise of 250,000 warrants at an exercise price of $0.08 per share.
In April 2013, the Company issued 100,000 shares of its common stock through a convertible note at a conversion price of $0.50 per share.
On May 1, 2013, the Company granted 200,000 options to a new director. The exercise price of the stock options is $0.705 per share.
On May 1, 2013, the Company isued 124,000 shares of its common stock through a convertible note at a conversion price of $0.50 per share.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
The following Management's Discussion and Analysis should be read in conjunction with Single Touch's financial statements and the related notes thereto. The Management's Discussion and Analysis may contain “forward-looking statements.” Any statements that are not statements of historical fact are forward-looking statements.
These statements are based on the current expectations, forecasts, and assumptions of our management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are sometimes identified by language such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects,” “future” and similar expressions and may also include references to plans, strategies, objectives, and anticipated future performance as well as other statements that are not strictly historical in nature.
The risks, uncertainties, and other factors that could cause our actual results to differ materially from those expressed or implied in this Quarterly Report on Form 10-Q include:
| | ● | | our ability to successfully retain and sell additional services to our existing clients and obtain new clients; |
| | ● | | our reliance on primarily a single client and the continued use by such client of our services with favorable pricing terms; |
| | ● | | changes in laws and regulations related to the communication services we provide to or through our clients; |
| | ● | | the failure of our outsourced data center services providers to provide the anticipated levels of service; |
| | ● | | any significant slowdown or failure of our systems or error in the performance of our services; |
| | ● | | our failure to keep pace with changes in technology and the demands of our clients; |
| | ● | | the ability to attract and retain key personnel; |
| | ● | | our ability to obtain additional financing at favorable rates to maintain and develop our operations; and |
| | ● | | competitive conditions in our industry. |
There may be other factors that may cause our actual results to differ materially from the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Readers should carefully consider this information as well the risks and other uncertainties described in our other filings made with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. They reflect opinions, assumptions, and estimates only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements in this Quarterly Report on Form 10-Q, whether as a result of new information, future events or circumstances, or otherwise.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have identified the following accounting policies that we believe are key to an understanding of ours financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.
Revenue Recognition
Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectability is probable. Sales are recorded net of sales discounts.
Non-monetary Consideration Issued for Services
We value all services rendered in exchange for our common stock at the quoted price of the shares issued at date of issuance or at the fair value of the services rendered, whichever is more readily determinable. All other services provided in exchange for other non-monetary consideration are valued at either the fair value of the services received or the fair value of the consideration relinquished, whichever is more readily determinable.
Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, “Equity Based Payments to Non Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with ASC Topic 505, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, we record the fair value of non-forfeitable common stock issued for future consulting services as prepaid services in our consolidated balance sheet.
Conventional Convertible Debt
When the convertible feature of the conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). We record a BCF as a debt discount pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options.” In those circumstances, the convertible debt will be recorded net of the discount related to the BCF. We amortize the discount to interest expense (if the debt is due to an unrelated party) or equity (if the debt is due to a related party) over the life of the debt using the effective interest method.
Software Development Costs
We account for our software development costs in accordance with ASC Topic 985-20, “Cost of Software to be Sold, Leased, or Otherwise Marketed.” Under ASC Topic 985-20, we expense software development costs as incurred until we determine that the software is technologically feasible. Once we determine that the software is technologically feasible, we amortize the costs capitalized over the expected useful life of the software.
Fair Value Measurement
The Company complies with the provisions of ASC No. 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures.” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Overview
Single Touch Systems Inc. is an innovative mobile media solutions provider serving retailers, advertisers and brands. Through patented technologies and a modular, adaptable platform, our multi-channel messaging gateway enables marketers to reach consumers on all types of connected devices, with information that engages interest, drives transactions and strengthens relationships and loyalty.
Our solution is designed to drive return on investment for high-volume clients and/or customized branded advertisers. Our platform and tools are designed to enable large brands or anyone with substantial reach to utilize the mobile device as a new means to communicate. Communication might be in the form of a reminder message, a coupon, an advertisement or a voice call. Regardless of the form, our platform can drive value and cost savings for companies large and small, and we provide the ability to drive contextually relevant advertising messages to the right audience.
Our business has focused on leveraging our solution in the areas of messaging/notifications and Abbreviated Dial Codes. These solutions are enhanced when we deploy imbedded advertisements, sponsorship and couponing.
“For the first time in history with near 322 million wireless subscribers in the USA, wireless penetration exceeds the U.S. population” (1)
“One billion smartphones will be shipped globally this year” (2)
“Americans now spend an average of 158 minutes every day on their smartphones and tablets” (3)
We have developed and are deploying advertisements, sponsorships and couponing within our product offerings. This development is significant in that our per-message revenue increases significantly for each message that includes an advertisement or sponsorship. We see these expanded offerings, including those not based directly on messaging volume, as important steps in our continued program to creating both consumer and advertiser demand for our mobile media platform, accessing mobile notifications, advertisements, sponsorships, coupons and commerce transactions from the mobile phone.
“Mobile now accounts for 12 percent of Americans’ media consumption time, triple its share in 2009” (4)
Our relationship with AT&T Services, Inc., through which we retain multiple client relationships, represents nearly all of our reported revenue in the fiscal years ended in 2011 and 2012. The bulk of that revenue comes from notifications sent on behalf of 4 separate Walmart corporate programs. These programs and related services continue to develop nationwide, and we continue to experience increasing activity in these programs that have caused our AT&T revenues to grow.
We have a portfolio of intellectual property relevant to our industry related to mobile search, commerce, advertising and streaming media. This portfolio represents our many years’ innovation in the wireless industry through patented technology developed by us, as well as patented technology we purchased from Microsoft and others.
We have law firms engaged to protect our patented technology rights against unauthorized users and infringers. We have sent letters of notification to several companies making them aware of our patent portfolio and have commenced litigation.
We have assigned 16 of our 18 and all of our intellectual property rights to Single Touch R&D IP, Inc a wholly owned subsidiary that will conduct all research, development, patent filings, patent maintenance and that will continue to identify, notify, and, where circumstances warrant, enforce against companies we believe may be infringing on the intellectual property protected by our growing patent portfolio under the guidance of our Executive Chairman.
As we expand operational activities, we may continue to experience operating losses and/or negative cash flows from operations and may be required to obtain additional financing to fund operations.
Throughout our history our operations have been constrained by our ability to raise funds, and our liquidity has been an ongoing issue. We have received debt and equity investments both from insiders and from private investors. We have always had negative cash flows from operations and net operating losses, although the size of the net operating losses has been magnified by a variety of non-cash accounting charges. As we expand operational activities, we may continue to experience operating losses and/or negative cash flows from operations and may be required to obtain additional financing to fund operations. There can be no assurance that we will be able obtain additional financing, if at all or upon terms that will be acceptable to us.
Our operating history makes predictions of future operating results difficult to ascertain. Our revenue is concentrated with a single customer. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in our stage of development. Such risks include, but are not limited to, an evolving business model and the management of growth. To address these risks we must, among other things, diversify our customer base, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
| (1) | Source: June 2012 CTIA Semi Annual Wireless Survey |
| (2) | Source: Gartner report 4/4/13 |
| (3) | Source: Flurry report 4/13/13 |
| (4) | Source: eMarketer report 10/23/12 |
Results of Operations
Results of Operations for the Three Months Ended March 31, 2013 and 2012
During the three months ended March 31, 2013, the Company had an increase in revenue of approximately 16% over revenue generated during the quarter ended March 31, 2012 ($1,808,836 in 2013 compared to $1,554,823 in 2012). The growth, all of which is organic, is attributable to continuing mobile adoption and new programs for existing and new client relationships. The Company’s net loss for the fiscal quarter ended March 31, 2013 was $1,072,289. This is higher than the net loss incurred during the fiscal quarter ended March 31, 2012 of $655,337. Under the metrics employed by management to evaluate the underlying business explained below, Adjusted EBITDA, that underlying loss, $442,694 for the quarter ended March 31, 2013, was $138,024 more than that for the quarter ended March 31, 2012.
We define Adjusted EBITDA as consolidated operating income before depreciation, amortization of intangible assets, stock-based compensation, and special charges. We use Adjusted EBITDA to evaluate the underlying performance of our business, and a summary of Adjusted EBITDA, reconciling GAAP amounts (i.e., items reported in accordance with U.S. Generally Accepted Accounting Principles) to Adjusted EBITDA amounts (i.e., items included within Adjusted EBITDA as defined directly above) for the fiscal quarters ended March 31, 2013 and 2012 follows:
| | | For the Three Months Ended March 31, | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | GAAP | | | Adjusted EBITDA | |
| | | | | | Adjust- | | | Adjusted | | | | | | Adjust- | | | Adjusted | | | Change | | | Change | |
| | | GAAP | | | ments | | | EBITDA | | | GAAP | | | ments | | | EBITDA | | | $ | | | | % | | | $ | | | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Wireless Applications | | $ | 1,808,836 | | | | | | $ | 1,808,836 | | | $ | 1,554,823 | | | | | | $ | 1,554,823 | | | $ | 254,013 | | | | 16 | % | | $ | 254,013 | | | | 16 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Royalties and Application Costs | | $ | 776,540 | | | | | | $ | 776,540 | | | $ | 654,310 | | | | | | $ | 654,310 | | | $ | 122,230 | | | | 19 | % | | $ | 122,230 | | | | 19 | % |
| Research and Development | | $ | 24,050 | | | | | | $ | 24,050 | | | $ | 16,050 | | | | | | $ | 16,050 | | | $ | 8,000 | | | | 50 | % | | $ | 8,000 | | | | 50 | % |
| Compensation expense (including | | | | | | $ | - | | | | | | | | | | $ | - | | | | | | | | | | | | | | | | | |
| stock-based compensation) | | $ | 635,203 | | | | | | $ | 635,203 | | | $ | 679,961 | | | | | | $ | 679,961 | | | $ | (44,758 | ) | | | -7 | % | | $ | (44,758 | ) | | | -7 | % |
| Depreciation and amortization | | $ | 160,148 | | | $ | (160,148 | ) | | $ | - | | | $ | 163,604 | | | $ | (163,604 | ) | | $ | - | | | $ | (3,456 | ) | | | -2 | % | | | | | | | | |
| General and administrative (including | | | | | | | $ | - | | | | | | | | | | | $ | - | | | | | | | | | | | | | | | | | |
| stock-based compensation) | | $ | 1,006,158 | | | $ | (190,421 | ) | | $ | 815,737 | | | $ | 577,778 | | | $ | (68,606 | ) | | $ | 509,172 | | | $ | 428,380 | | | | 74 | % | | $ | 306,565 | | | | 60 | % |
| | | $ | 2,602,099 | | | $ | (350,569 | ) | | $ | 2,251,530 | | | $ | 2,091,703 | | | $ | (232,210 | ) | | $ | 1,859,493 | | | $ | 510,396 | | | | 24 | % | | $ | 392,037 | | | | 21 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss from Operations/Adjusted EBITDA | | $ | (793,263 | ) | | $ | 350,569 | | | $ | (442,694 | ) | | $ | (536,880 | ) | | $ | 232,210 | | | $ | (304,670 | ) | | $ | (256,383 | ) | | | 48 | % | | $ | (138,024 | ) | | | 45 | % |
Royalties and Application Costs represent the direct out-of-pocket costs associated with revenue. Royalties and Application Costs vary substantially in line with revenue and totaled $776,540 in 2013, compared to $654,310 in 2012, an increase of 19%. Royalties and Application Costs as a percentage of revenue increased by 1%, from 42% to 43% from the quarter ended March 31, 2012 to that for 2013, attributable to the composition of message types.
Research and Development expense increased from $16,050 in 2012 to $24,050 in 2013 while adjusted Compensation expense decreased from $679,961 to $635,203. The modest increase to the former reflects the variance throughout any given fiscal year of the innovation process. Similarly, reduced adjusted Compensation expense represents a more targeted focus on the expansion of our existing mobile messaging and marketing business, as well as efficiencies gained from staff and from the expanded management team now in its second year with the Company.
General and administrative expenses for the quarter ended March 31, 2013 and 2012, both on a GAAP and on an Adjusted EBITDA basis, consist of the following:
| | | For the Three Months Ended March 31, | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | GAAP | | | Adjusted EBITDA | |
| | | | | | Adjust- | | | Adjusted | | | | | | Adjust- | | | Adjusted | | | Change | | | Change | |
| | | GAAP | | | ments | | | EBITDA | | | GAAP | | | ments | | | EBITDA | | | $ | | | | % | | | $ | | | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Professional Fees | | $ | 439,859 | | | | | | $ | 439,859 | | | $ | 181,818 | | | $ | (15,006 | ) | | $ | 166,812 | | | $ | 258,041 | | | | 142 | % | | $ | 273,047 | | | | 164 | % |
| Travel | | $ | 81,044 | | | | | | $ | 81,044 | | | $ | 80,386 | | | | | | | $ | 80,386 | | | $ | 658 | | | | 1 | % | | $ | 658 | | | | 1 | % |
| Consulting expense | | $ | 323,865 | | | $ | (190,421 | ) | | $ | 133,444 | | | $ | 166,895 | | | $ | (53,600 | ) | | $ | 113,295 | | | $ | 156,970 | | | | 94 | % | | $ | 20,149 | | | | 18 | % |
| Office rent | | $ | 53,820 | | | | | | | $ | 53,820 | | | $ | 53,145 | | | | | | | $ | 53,145 | | | $ | 675 | | | | 1 | % | | $ | 675 | | | | 1 | % |
| Insurance expense | | $ | 46,230 | | | | | | | $ | 46,230 | | | $ | 31,894 | | | | | | | $ | 31,894 | | | $ | 14,336 | | | | 45 | % | | $ | 14,336 | | | | 45 | % |
| Equipment lease | | $ | - | | | | | | | $ | - | | | | | | | | | | | $ | - | | | $ | - | | | | | | | $ | - | | | | | |
| Trade shows | | $ | 17,537 | | | | | | | $ | 17,537 | | | $ | 3,995 | | | | | | | $ | 3,995 | | | $ | 13,542 | | | | 339 | % | | $ | 13,542 | | | | 339 | % |
| Telephone | | $ | 15,220 | | | | | | | $ | 15,220 | | | $ | 19,419 | | | | | | | $ | 19,419 | | | $ | (4,199 | ) | | | -22 | % | | $ | (4,199 | ) | | | -22 | % |
| Office expense | | $ | 13,118 | | | | | | | $ | 13,118 | | | $ | 9,862 | | | | | | | $ | 9,862 | | | $ | 3,256 | | | | 33 | % | | $ | 3,256 | | | | 33 | % |
| Other | | $ | 15,465 | | | | | | | $ | 15,465 | | | $ | 30,364 | | | | | | | $ | 30,364 | | | $ | (14,899 | ) | | | -49 | % | | $ | (14,899 | ) | | | -49 | % |
| Total General and Administrative Expenses | | $ | 1,006,158 | | | $ | (190,421 | ) | | $ | 815,737 | | | $ | 577,778 | | | $ | (68,606 | ) | | $ | 509,172 | | | $ | 428,380 | | | | 74 | % | | $ | 306,565 | | | | 60 | % |
The increase in adjusted Professional Fees, from $166,812 in 2012 to $439,859 in 2013, reflects amounts paid to external attorneys, who have been engaged to represent us in litigation and other intellectual property initiatives we have commenced and with increased efforts relating to our compliance and filings for our most recent financings and past financings.
Travel expense was relatively unchanged over the two periods, increasing only $658 while adjusted Consulting expense increased $20,149 over the two periods. Outside counsel, management, and consultants are regularly engaged both in active intellectual property monetization efforts, as well as with the development of our existing, underlying business. Insurance expense increased $14,336, and expenses related to Trade shows increased $13,542. An increased Board size and composition of outside directors, together with a growing business and market capitalization, precipitated the former while the need to communicate with current and prospective holders of our securities and new business efforts led to the latter.
Results of Operations for the Six Months Ended March 31, 2013 and 2012:
Revenues increased 19%, from $3,144,496 for the six months ended March 31, 2012 to $3,756,114 for the six months ended March 31, 2013. Net loss increased from $1,294,533 from the earlier to $3,304,444 for the later period, but the loss on an Adjusted EBITDA basis increased at a much lesser rate, $95,061. A table summarizing Loss from Operations and Adjusted EBITDA for the two six-month periods follows:
| | | For the Six Months Ended March 31, | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | GAAP | | | Adjusted EBITDA | |
| | | | | | Adjust- | | | Adjusted | | | | | | Adjust- | | | Adjusted | | | Change | | | Change | |
| | | GAAP | | | ments | | | EBITDA | | | GAAP | | | ments | | | EBITDA | | | $ | | | | % | | | $ | | | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Wireless Applications | | $ | 3,756,114 | | | $ | - | | | $ | 3,756,114 | | | $ | 3,144,496 | | | $ | - | | | $ | 3,144,496 | | | $ | 611,618 | | | | 19 | % | | $ | 611,618 | | | | 19 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Royalties and Application Costs | | $ | 1,660,333 | | | $ | - | | | $ | 1,660,333 | | | $ | 1,417,631 | | | $ | - | | | $ | 1,417,631 | | | $ | 242,702 | | | | 17 | % | | $ | 242,702 | | | | 17 | % |
| Research and Development | | $ | 32,756 | | | $ | - | | | $ | 32,756 | | | $ | 53,250 | | | $ | - | | | $ | 53,250 | | | $ | (20,494 | ) | | | -38 | % | | $ | (20,494 | ) | | | -38 | % |
| Compensation expense (including | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| stock-based compensation) | | $ | 2,390,541 | | | $ | (1,109,720 | ) | | $ | 1,280,821 | | | $ | 1,373,784 | | | $ | (9,690 | ) | | $ | 1,364,094 | * | | $ | 1,016,757 | | | | 74 | % | | $ | (83,273 | ) | | | -6 | % |
| Depreciation and amortization | | $ | 314,934 | | | $ | (314,934 | ) | | $ | - | | | $ | 319,075 | | | $ | (319,075 | ) | | $ | - | | | $ | (4,141 | ) | | | -1 | % | | | | | | | | |
| General and administrative (including | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| stock-based compensation) | | $ | 2,073,682 | | | $ | (487,243 | ) | | $ | 1,586,439 | | | $ | 1,108,448 | | | $ | (89,753 | ) | | $ | 1,018,695 | * | | $ | 965,234 | | | | 87 | % | | $ | 567,744 | | | | 56 | % |
| | | $ | 6,472,246 | | | $ | (1,911,897 | ) | | $ | 4,560,349 | | | $ | 4,272,188 | | | $ | (418,518 | ) | | $ | 3,853,670 | | | $ | 2,200,058 | | | | 51 | % | | $ | 706,679 | | | | 18 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss from Operations/Adjusted EBITDA | | $ | (2,716,132 | ) | | $ | 1,911,897 | | | $ | (804,235 | ) | | $ | (1,127,692 | ) | | $ | 418,518 | | | $ | (709,174 | ) | | $ | (1,588,440 | ) | | | 141 | % | | $ | (95,061 | ) | | | 13 | % |
Royalties and Application Costs increased 17% over the two periods. The lesser rate of growth in these costs reflects operating leverage, partially fixed costs that do not increase with volume, and some vendor renegotiations.
Adjusted Compensation expense was reduced $83,273 (6%) over the two periods, reflecting staffing more focused on key strategic initiatives, emphasizing intellectual property monetization and management and development of new business.
A table of General and administrative for the two six-month periods follows:
| | | For the Six Months Ended March 31, | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2013 | | | 2012 | | | GAAP | | | Adjusted EBITDA | |
| | | | | | Adjust- | | | Adjusted | | | | | | Adjust- | | | Adjusted | | | Change | | | Change | |
| | | GAAP | | | ments | | | EBITDA | | | GAAP | | | ments | | | EBITDA | | | $ | | | | % | | | $ | | | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Professional Fees | | $ | 777,492 | | | $ | (1,894 | ) | | $ | 775,598 | * | | $ | 348,778 | | | $ | (30,012 | ) | | $ | 318,766 | * | | $ | 428,714 | | | | 123 | % | | $ | 456,832 | | | | 143 | % |
| Travel | | $ | 248,887 | | | $ | - | | | $ | 248,887 | | | $ | 219,227 | | | $ | - | | | $ | 219,227 | | | $ | 29,660 | | | | 14 | % | | $ | 29,660 | | | | 14 | % |
| Consulting expense | | $ | 761,344 | | | $ | (485,349 | ) | | $ | 275,995 | * | | $ | 273,820 | | | $ | (59,741 | ) | | $ | 214,079 | * | | $ | 487,524 | | | | 178 | % | | $ | 61,916 | | | | 29 | % |
| Office rent | | $ | 107,640 | | | $ | - | | | $ | 107,640 | | | $ | 98,436 | | | $ | - | | | $ | 98,436 | | | $ | 9,204 | | | | 9 | % | | $ | 9,204 | | | | 9 | % |
| Insurance expense | | $ | 75,199 | | | $ | - | | | $ | 75,199 | | | $ | 60,050 | | | $ | - | | | $ | 60,050 | | | $ | 15,149 | | | | 25 | % | | $ | 15,149 | | | | 25 | % |
| Equipment lease | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | | | | $ | - | | | | | |
| Trade shows | | $ | 18,327 | | | $ | - | | | $ | 18,327 | | | $ | 15,995 | | | $ | - | | | $ | 15,995 | | | $ | 2,332 | | | | 15 | % | | $ | 2,332 | | | | 15 | % |
| Telephone | | $ | 27,945 | | | $ | - | | | $ | 27,945 | | | $ | 31,029 | | | $ | - | | | $ | 31,029 | | | $ | (3,084 | ) | | | -10 | % | | $ | (3,084 | ) | | | -10 | % |
| Office expense | | $ | 24,837 | | | $ | - | | | $ | 24,837 | | | $ | 17,918 | | | $ | - | | | $ | 17,918 | | | $ | 6,919 | | | | 39 | % | | $ | 6,919 | | | | 39 | % |
| Other | | $ | 32,011 | | | $ | - | | | $ | 32,011 | | | $ | 43,195 | | | $ | - | | | $ | 43,195 | | | $ | (11,184 | ) | | | -26 | % | | $ | (11,184 | ) | | | -26 | % |
| Total General and Administrative Expenses | | $ | 2,073,682 | | | $ | (487,243 | ) | | $ | 1,586,439 | | | $ | 1,108,448 | | | $ | (89,753 | ) | | $ | 1,018,695 | | | $ | 965,234 | | | | 87 | % | | $ | 567,744 | | | | 56 | % |
| * | Adjustment represents the elimination of stock-based compensation recorded in accordance with GAAP but not considered in the calculation of Adjusted EBITDA. |
Adjusted General and administrative expense increased $567,744 (56%) over the two periods. An increase in professional fees of $456,832, or 143%, represented the large majority of this and is comprised of legal fees for intellectual property monetization efforts and registering all recent offerings and keeping current registrations for all prior ones. The rise in adjusted Consulting expense of $61,916, or 29%, was related to capital markets outreach programs.
Liquidity and Capital Resources
At March 31, 2013, we had total assets of $5,695,475 and total liabilities of $5,446,138. As of September 30, 2012, we had total assets of $5,569,755 and total liabilities of $4,661,117. The increase in assets is largely due to the increase in Prepaid expenses of $698,314, mostly due to a non-monetary payment by our Executive Chairman as contribution to capital and a Software license expenditure of $755,000, a settlement with our Executive Chairman for our Anywhere platform since September 30, 2012. Cash has decreased $1,233,357 due roughly in equal measure to the underlying loss for the six-month period and the Anywhere settlement.
The increase in liabilities ($805,021) in the six months since September 30, 2012 is largely due to the increase in Accounts payable ($310,390) with the balance attributable to our Convertible debenture issuances and redemptions. The increase in Accounts Payable is largely related to our intellectual property monetization efforts. During the fiscal half year ended March 31, 2013 cash used in operating activities totaled $749,731. The most notable adjustment, when reconciling Net loss to Net cash used in operating activities, was the $1,596,963 non-cash charge for Stock-based compensation, which reduced Net loss for GAAP purposes but which we exclude from the calculation of Adjusted EBITDA.
Cash used in investing activities for the six months ended March 31, 2013 totaled $875,651, of which $201,998 represented the capitalized internal costs of our software development, $72,356 represented capitalized legal fees incurred in the process of applying for various patents on our technology, $1,297 represented purchases of physical equipment, and $600,000 was part of the Anywhere settlement. We continue to invest in physical and intellectual property that will separate us from competitors and allow us to continue to expand our mobile communications/advertising offering, and with the Anywhere payment and settlement all parties that might otherwise have made related claims are foreclosed from doing so.
Cash provided from financing activities for the six months ended March 31, 2013 amounted to $392,025. The Company received $688,000 through the issuance of the final tranche of convertible debt and related warrants of its $3,000,000 most recent private placement and paid $48,475 in cash relating to that placement. The Company also received $40,000 from share issuances. We paid the final $87,500 remaining on our patent purchase obligation and repaid $200,000 of principal, together with $20,000 of interest, to the one note holder from our first $2,000,000 private placement. This note holder converted its note at a time when the conversion price ($0.50 per share) was less than our stock price, and all other such note holders from that placement have either converted such notes into shares or elected to amend and extend their notes. We had an overall net decrease in cash for the period of $1,233,357; the cash balance at the beginning of the current fiscal year was $2,157,707 while the cash balance at the end of this six-month period was $924,350.
During the six months ended March 31, 2012 cash used in operating activities totaled $1,115,893. Accounts receivable increased by $201,254 while Accounts payable decreased $249,816 during that earlier period.
Cash used in investing activities during the six months ended March 31, 2012 totaled $307,250, of which $207,068 represented the capitalized internal costs of our software development, $29,370 represented equipment purchases, and $70,812 represented capitalized legal fees incurred in the process of applying for various patents on our technology.
Cash provided by financing activities amounted to $1,952,500 in that earlier six-month period ended March 31, 2012. The Company received $1,500,000 from unrelated parties and $500,000 from a director for the first $2,000,000 private placement. The Company also received $40,000 from share issuances and paid $87,500 on a prior patent purchase obligation. We had an overall net increase in cash for the earlier six-month period of $529,357; the cash balance at the beginning of the earlier fiscal year was $523,801 while the cash balance at the end of the period was $1,053,158.
Over the next twelve months we believe that existing capital and anticipated funds from operations may be sufficient to sustain our current level of operations. Inasmuch as the Company is pursuing the monetization of its intellectual property, which plans are subject to change, additional external financing relating to such efforts will be required. In addition, increased acceleration in our organic business and/or other economic influences might also necessitate other financing. There can be no assurance that we will be able obtain additional financing, if at all or upon terms that will be acceptable to us. There can, moreover, be no assurance of when, if ever, our operations become profitable.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements or financing activities with special purpose entities.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Not required for Smaller Reporting Companies.
Item 4 - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act reports is (1) recorded, processed, summarized and reported within the periods specified in the Commission’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
We made a change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In the quarter ended March 31, 2013 we implemented further controls relating to our new commercial banking product. In prior quarters, we had determined that our then existing banking product did not have the capabilities to support procedural protocols we had previously implemented.
Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.
Under the oversight of the Audit Committee, Management will continue to review and make any changes it deems necessary to the overall design of the Company’s internal control over financial reporting, including implementing improvements in policies and procedures. We are committed to a proper internal control environment and will continue to implement measures to improve the Company’s internal control over financial reporting in response to our continued operational development.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
On February 21, 2012, we filed a complaint against Zoove Corporation in the United States District Court, Northern District of California. The complaint alleges patent infringement, in which we seek preliminary and permanent injunctive relief as well as damages resulting from Zoove’s infringement of U.S. Patent No. 7,813,716 and U.S. Patent No. 8,041,341. The Complaint has been served, and Zoove has filed an answer. We had a case management conference on June 25, 2012. We filed our Claim Construction Brief on December 20, 2012, and are currently in the claim construction period. A claim construction hearing was held on February 20, 2013 and we are awaiting a Court decision.
Not required for Smaller Reporting Companies.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
In February 2013, a Warrant holder exercised warrants to purchase 100,000 common shares for $25,000.
In April 2013, a Note holder elected to convert $50,000 of debt into 100,000 shares of the Company’s common stock.
The offerings of the securities described in Item 2 were exempt from registration under Section 3(a)(9) (in the case of conversions and net-exercises) or Section 4(2) of the Securities Act of 1933.
Item 3 - Defaults Upon Senior Securities
No disclosure required.
Item 4 – Mine Safety Disclosures
No disclosure required.
Item 5 - Other Information
No disclosure required.
Index to Exhibits
Exhibit No. | | Description |
| | |
| | |
| | |
| | |
| | |
| | XBRL Taxonomy Extension Schema Document. |
| | XBRL Taxonomy Extension Calculation Linkbase Document. |
| | XBRL Taxonomy Extension Definition Linkbase Document. |
| | XBRL Taxonomy Extension Label Linkbase Document. |
| | XBRL Taxonomy Extension Presentation Linkbase Document. |
| * | Filed herewith |
| ** | Furnished herewith |
| + | Each of these Exhibits constitutes a management contract, compensatory plan, or arrangement. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Single Touch Systems Inc. | |
| | | | |
| Date: May 15, 2013 | By: | /s/ James Orsini | |
| | | James Orsini, CEO and President | |
| | | Principal Executive Officer | |
| Date: May 15, 2013 | By: | /s/ John Quinn | |
| | | John Quinn, Chief Financial Officer | |
| | | Principal Financial Officer | |
