Filed Pursuant to Rule 424(b)(3)
File Number: 333-115548
File Number: 333-115548
Prospectus Supplement Dated June 1, 2006
(To Prospectus Dated February 6, 2006 and filed with the Securities and Exchange
Commission on February 7, 2006 under File Number 333-115548)
(To Prospectus Dated February 6, 2006 and filed with the Securities and Exchange
Commission on February 7, 2006 under File Number 333-115548)
DATED FEBRUARY 6, 2006
PROSPECTUS
![(NOVINT LOGO)](https://capedge.com/proxy/424B3/0000950129-06-005955/a20994b3a2099400.gif)
NOVINT TECHNOLOGIES, INC.
9,124,655 shares of Common Stock
This Prospectus Supplement, together with the Prospectus described above, is required to be delivered by the holders of the above referenced shares including the pledges, donees, transferees or others who may later hold such holders’ interests in the shares, in connection with the offer and sale of the above referenced shares.
This Prospectus Supplement supplements our Prospectus dated February 6, 2006, by the addition or modification of the following information:
1. | Inclusion of financial information for our fiscal quarter ended March 31, 2006 as previously filed and published in our Quarterly Report on Form 10-QSB and filed with the Securities and Exchange Commission; | ||
2. | Inclusion of certain information in the “Plan of Distribution” section concerning the resale of the shares covered by the Prospectus by Hunter World Markets, Inc., a registered broker; and | ||
3. | Clarification as to the correct title of certain securities owned by Hunter World Markets, Inc. |
1. First Quarter Financial Information
Novint Technologies, Inc.
BALANCE SHEET
March 31, 2006 | ||||
(Unaudited) | ||||
ASSETS | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ | 61,054 | ||
Prepaid expenses and other current assets | 7,753 | |||
Accounts receivable, net | 7,662 | |||
Costs and estimated earnings in excess of billings on contracts | 23,874 | |||
Total current assets | 100,343 | |||
PROPERTY AND EQUIPMENT: | ||||
Office equipment | 48,841 | |||
Software | 7,246 | |||
Computer equipment | 209,630 | |||
265,717 | ||||
Less: Accumulated depreciation | 226,439 | |||
Net property and equipment | 39,278 | |||
INTANGIBLE ASSETS, NET | 148,650 | |||
Total assets | $ | 288,271 | ||
The accompanying notes are an integral part of these financial statements.
2
Novint Technologies, Inc.
BALANCE SHEET
(Continued)
(Continued)
March 31, 2006 | ||||
(Unaudited) | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
CURRENT LIABILITIES: | ||||
Accounts payable | $ | 71,728 | ||
Accrued payroll related liabilities | 98,583 | |||
Accrued royalties | 37,500 | |||
Accrued interest | 22,247 | |||
Accrued research and development liabilities | 189,646 | |||
Accrued expenses, related party | 25,000 | |||
Other accrued liabilities | 144,645 | |||
Billings in excess of costs and estimated earnings | 6,185 | |||
Convertible Notes payable | 481,303 | |||
Note payable | 200,000 | |||
Total current liabilities | 1,276,837 | |||
COMMITMENTS AND CONTINGENCIES | ||||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||||
Preferred stock, Series A: $0.01 par value; authorized 4,000 shares, 0 issued and outstanding | — | |||
Common stock, authorized 50,000,000 shares, $0.01 par value; 16,836,845 issued and outstanding | 168,368 | |||
Additional paid-in capital | 7,816,614 | |||
Accumulated deficit | (8,968,943 | ) | ||
Accumulated other comprehensive loss | (4,605 | ) | ||
Total stockholders’ equity (deficit) | (988,566 | ) | ||
Total liabilities and stockholders’ equity (deficit) | $ | 288,271 | ||
The accompanying notes are an integral part of these financial statements.
3
Novint Technologies, Inc.
STATEMENTS OF OPERATIONS
For the | For the | |||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2006 | March 31, 2005 | |||||||
(Unaudited) | (Unaudited) | |||||||
Revenue | ||||||||
Project | $ | 36,856 | $ | 87,281 | ||||
Product | 1,925 | 27,930 | ||||||
Total revenue | 38,781 | 115,211 | ||||||
Cost of goods sold: | ||||||||
Project | 25,679 | 39,758 | ||||||
Product | — | 19,653 | ||||||
Total cost of goods sold | 25,679 | 59,411 | ||||||
Gross margin | 13,102 | 55,800 | ||||||
Costs and expenses | ||||||||
Research and development | 89,840 | 411,175 | ||||||
General and administrative | 469,027 | 513,053 | ||||||
Depreciation and amortization | 24,697 | 29,943 | ||||||
Sales and marketing | 26,348 | 54,258 | ||||||
Total costs and expenses | 609,912 | 1,008,429 | ||||||
Loss from operations | (596,810 | ) | (952,629 | ) | ||||
Other expense | ||||||||
Interest expense | 32,927 | 58 | ||||||
Total other expenses | 32,927 | 58 | ||||||
Net loss | (629,737 | ) | (952,687 | ) | ||||
Preferred stock accretion | (170,974 | ) | (7,090 | ) | ||||
Net loss available to common stockholders | $ | (800,711 | ) | $ | (959,777 | ) | ||
Loss per share, basic and diluted: | ||||||||
Net loss | $ | (0.04 | ) | $ | (0.07 | ) | ||
Net loss available to common stockholders | $ | (0.05 | ) | $ | (0.07 | ) | ||
Weighted-average common shares outstanding, basic and diluted | 15,161,091 | 13,287,544 | ||||||
The accompanying notes are an integral part of these financial statements.
4
Novint Technologies, Inc.
STATEMENT OF CASH FLOWS
For the | ||||||||
Three Months Ended | ||||||||
March 31, 2006 | March 31, 2005 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (629,737 | ) | $ | (952,687 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation and amortization | 24,697 | 29,943 | ||||||
Common stock issued for services | 8,500 | 60,000 | ||||||
Options issued to employees for services | 74,804 | 13,951 | ||||||
Options issued to consultants for services | 13,447 | — | ||||||
Amortization of unearned compensation | — | 50,377 | ||||||
Reserve for contract loss | — | (3,156 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 67,478 | (780 | ) | |||||
Prepaid expenses | 400 | 3,750 | ||||||
Deferred financing costs | 4,032 | — | ||||||
Accounts payable | 989 | (196,699 | ) | |||||
Accrued liabilities | 153,163 | 367,880 | ||||||
Accrued interest | 28,307 | — | ||||||
Accrued royalties | 7,500 | 7,500 | ||||||
Costs and estimated earnings in excess of billings on contracts, net | (23,874 | ) | (50,105 | ) | ||||
Billings in excess of costs and estimated earnings on contracts, net | (6,485 | ) | (34,020 | ) | ||||
Net cash used by operating activities | (276,779 | ) | (704,046 | ) | ||||
Cash flows from investing activities: | ||||||||
Property and equipment acquisitions | (4,294 | ) | (3,354 | ) | ||||
Net cash provided (used) by investing activities | (4,294 | ) | (3,354 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from notes payable | 300,000 | — | ||||||
Net cash provided by financing activities | 300,000 | — | ||||||
Net increase (decrease) in cash and cash equivalents | 18,927 | (707,400 | ) | |||||
Cash and cash equivalents at beginning of period | 42,127 | 1,329,428 | ||||||
Cash and cash equivalents at end of period | $ | 61,054 | $ | 622,028 | ||||
Supplemental information: | ||||||||
Non-cash: Issuance of common stock in payment of accrued research and development liabilities | $ | 465,000 | $ | — | ||||
Non-cash: Issuance of common stock in payment of note payable and accrued interest | $ | 860,624 | $ | — | ||||
Research and Development paid with Note Payable | $ | — | $ | 123,222 | ||||
Fair value accretion on conditionally redeemable, convertible preferred stock | $ | 170,974 | $ | 7,090 | ||||
The accompanying notes are an integral part of these financial statements.
5
Novint Technologies, Inc.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005 (Unaudited)
NOTE 1 — BASIS OF PRESENTATION AND NATURE OF BUSINESS
Basis of Presentation
The unaudited consolidated financial statements have been prepared by Novint Technologies, Inc. (the “Company”or “Novint”), in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto include on Form 10-KSB for the period ended December 31, 2005. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. The results of the three months ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year ending December 31, 2006.
Nature of Business
Novint was originally incorporated in the State of New Mexico in April 1999. On February 26, 2002, the Company changed its state of incorporation to Delaware by merging with Novint Technologies, Inc., a Delaware corporation. This merger was accounted for as a reorganization of the Company. The Company currently is engaged in the development and sale of haptics products and equipment, including installation services and support, to production and manufacturing companies in the United States. e-Touch™ is a software program designed to utilize haptics (the sense of touch) equipment, using sight and sound to enable 3D interaction for the user of a computer. The Company’s efforts primarily are concentrated on the development and marketing of e-Touch™ applications. The Company plans to expand into the consumer interactive computer gaming market, which is a substantial departure from its current business of offering product development services and limited sales of haptic technology. The Company’s operations are based in New Mexico with sales primarily to private entities and quasi-governmental agencies in the United States.
Going Concern and Managements Plans
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. The Company has experienced recurring losses and operated with negative working capital and, as a result, there exists substantial doubt about its ability to continue as a going concern.
Since inception, the Company has incurred net operating losses and other equity charges, which have resulted in an accumulated deficit of $8,968,943 at March 31, 2006. For the three months ended March 31, 2006 and March 31, 2005, the Company had net losses of $629,737 and $952,687, respectively. Since inception, management has raised equity totaling approximately $5.7 million through various private equity transactions and had approximately $61,000 in cash on hand at March 31, 2006.
In April 2006, the Company sold 500,000 shares of common stock and 250,000 warrants to purchase common stock to an unrelated party for $500,000. The warrants have an exercise price per share of $2.00. The purchase price of the Common Stock is subject to adjustment as follows: In the event, that after the date of the agreement, the Company shall complete an offering of securities on or before April 1, 2007 which results in gross proceeds to the Company of not less than $3,000,000,
6
NOTE 1 — BASIS OF PRESENTATION AND NATURE OF BUSINESS (Continued)
and if such offering is conducted at a price per share of Common Stock of $1.11 per share or less, then, the Purchase Price Per Share of Common Stock shall be automatically adjusted to equal 90% of the issue price.
If the Company is successful in developing its gaming technology and video games business, and in developing partnerships with game publishers and hardware manufacturers, it will need to raise another $15 million in funding to execute its current business plan with respect to its video gaming business. There can be no assurances that the Company will be able to obtain any additional funding on favorable terms, if at all. Borrowing money may involve pledging some or all of the Company’s assets. Raising additional funds by issuing common stock or other types of equity securities would further dilute the existing shareholders.
Without additional equity infusion or long-term borrowings, there is substantial doubt of the Company’s ability to continue as a going concern. Management believes it will need additional funding to supplement its cash on hand along with revenues from project and product sales to allow the Company to satisfy its short-term obligations and provide enough cash flow for the Company to continue operations. Management has the ability to curtail spending and negotiate or push back payments to third parties or settle such expenditures in stock in the event it experiences cash shortfalls or in the event the next round of funding does not occur or takes significantly longer than anticipated. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These factors raise substantial doubt about our ability to continue as a going concern.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Software Development Costs
The Company accounts for its software development costs in accordance with Statement of Financial Accounting Standards (SFAS) Number 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. This statement requires that, once technological feasibility of a developing product has been established, all subsequent costs incurred in developing that product to a commercially acceptable level be capitalized and amortized ratably over the estimated life of the product, which is generally 5 years. The Company has capitalized software development costs in connection with e-touch™ beginning in 2000. Amortization is computed on the straight-line basis over the remaining life (5 years) of the e-touch™ platform. As of March 31, 2006 the Company’s capitalized software was fully amortized. The Company has determined that research and development software related costs incurred during 2005 are not capitalizable as the technological feasibility of such products has not yet been established. Accordingly, such costs have been expensed as research and development expenses in the period incurred.
Property and Equipment
Property and equipment are stated at cost. Depreciation on property and equipment is calculated on a straight-line depreciation method over the estimated useful lives of the assets, which range from 3 to 5 years for software and computer equipment, and 5 years for office equipment. Repairs and maintenance costs are expensed as incurred. The Company follows Statement of Position (SOP) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, which requires capitalization of certain costs incurred during the development of internal use software. Through March 31, 2006, capitalizable costs incurred have not been significant for any development projects. Accordingly, the Company has charged all costs to research and development expense in the periods incurred. Depreciation expense was $6,155 and $11,401 for the three months ended March 31, 2006 and 2005, respectively.
7
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Intangible Assets
Intangible assets, which consist of licensing agreements ($880,000) and patents ($10,734), are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the economic life of the assets, which range between 3 and 12 years. For the three months ended March 31, 2006 and 2005, the Company recognized amortization expense of approximately $18,542 and $18,542, respectively, related to intangible assets.
Annual amortization of intangible assets remaining at March 31, 2006, are as follows:
Year Ended December 31, | ||||
2006 | 55,626 | |||
2007 | 71,666 | |||
2008 | 2,500 | |||
2009 | 2,500 | |||
2010 and after | 16,358 | |||
Total | $ | 148,650 | ||
Revenue and Cost Recognition
The Company recognizes revenue from the sale of software products under the provisions of SOP 97-2, Software Revenue Recognition, as amended by SOP 98-4 and SOP 98-9. SOP 97-2 generally requires that revenue recognized from software arrangements be allocated to each element of the arrangement based on the relative vendor specific objective evidence of fair values of the elements, such as software products, upgrades, enhancements, post contract customer support, installation or training. Under SOP 97-2, if the determination of vendor specific objective evidence of fair value for each element of the arrangement does not exist, all revenue from the arrangement is deferred until such time that evidence does exist or until all elements of the arrangement are delivered.
SOP 97-2 was amended in December 1998 by SOP 98-9, Modification of SOP 97-2 Software Revenue Recognition with Respect to Certain Transactions. SOP 98-9 clarified what constitutes vendor specific objective evidence of fair value and introduced the concept of the “residual method” for allocating revenue to elements in a multiple element arrangement.
The Company’s revenue recognition policy is as follows:
Project revenue consists of programming services provided to unrelated parties under fixed-price contracts. Revenues from fixed price programming contracts are recognized in accordance with SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and Accounting Research Bulletin (ARB) 45, Long-Term Construction-Type Contracts, using the percentage-of-completion method, measured by the percentage of costs incurred to date compared with the total estimated costs for each contract. The Company accounts for these measurements in the accompanying balance sheets under costs and estimated earnings in excess of billings on contracts and billings in excess of costs and estimated earnings on contracts. Provisions for estimated losses on uncompleted contracts are made and recorded in the period in which the loss is identified.
Revenue from product sales relates to the sale of the Phantom haptics interface, which is a human-computer user interface (the Phantom). The Phantom allows the user to experience sensory information when using a computer and its handle and is the approximate size and shape of a writing instrument. Phantoms are manufactured by an unrelated party and are shipped directly to the customer.
Emerging Issues Task Force (EITF) 00-10, Accounting for Shipping and Handling Fees and Costs, require amounts billed to a customer in a sales transaction related to shipping and handling, if any, to be classified and accounted for as revenues earned for the goods provided whereas shipping and handling costs incurred by a company are required to be classified as cost of sales. The Company’s costs associated with shipping product items to the Company’s customers are included in the Company’s Cost of Goods Sold. The Company does not charge a separate or additional fee for shipment to their customers,
8
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
rather this fee is included in the price and, therefore, part of the Company’s product revenue. No provision for sales returns has been provided in these financial statements as the Company has never had a sales return.
EITF 01-14, Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred, requires reimbursements received for out-of-pocket expenses incurred while providing services to be characterized in the statements of operations as revenue. The Company’s out-of-pocket expenses incurred in connection with their project revenues are recognized in revenues based on a computed overhead rate that is included in their project labor costs to derive a project price.
In accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, the Company recognizes its product sales on a gross basis. The Company is responsible for fulfillment, including the acceptability of the product ordered. The Company has risks and rewards of ownership such as the risk of loss for collection, delivery or returns. Title passes to the customer upon receipt of the product by the customer. In accordance with the Company’s agreement with its customer, further obligation is limited to the terms defined in its warranty.
The Company’s customers are provided a warranty from the Company’s supplier. This warranty guarantees that the supplier’s products shall be free from manufacturing defects. The supplier agrees to provide, free of charge, replacements for any components found to be defective within 1 year of delivery. The Company’s customers also have the option of purchasing a Maintenance Renewal, which extends the supplier’s warranty coverage for the following year. The Company’s supplier handles all administration and actual repairs provided for under the basic and renewal programs and, therefore, the Company has not recorded a warranty accrual. To date, the Company’s customers have not purchased a Maintenance Renewal.
Loss per Common Share
Statement of Financial Accounting Standards No. 128, Earnings Per Share, (SFAS 128) provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future. As of March 31, 2006 and 2005, the Company had a total of 10,251,338 and 10,226,338 in potentially dilutive securities, respectively.
Stock Option Plans
The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS No. 123R”), under the modified-prospective transition method on January 1, 2006. SFAS No. 123R requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. Share-based compensation recognized under the modified-prospective transition method of SFAS No. 123R includes share-based compensation based on the grant-date fair value determined in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for all share-based payments granted prior to and not yet vested as of January 1, 2006 and share-based compensation based on the grant-date fair-value determined in accordance with SFAS No. 123R for all share-based payments granted after January 1, 2006. SFAS No. 123R eliminates the ability to account for the award of these instruments under the intrinsic value method proscribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and allowed under the original provisions of SFAS No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted for their stock option plans using the intrinsic value method in accordance with the provisions of APB Opinion No. 25 and related interpretations.
9
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Primarily as a result of adopting SFAS No. 123R, the Company recognized $74,804 in share-based compensation expense for the three months ended March 31, 2006. The impact of this share-based compensation expense on the Company’s basic and diluted earnings per share was $0.00 per share. The fair value of our stock options was estimated using the Black-Scholes option pricing model. For purposes of pro forma disclosure, the estimated fair value of the options is amortized to expense over the option’s vesting period. The following is the pro forma expense for the three months ended March 31, 2005:
March 31, | ||||
2005 | ||||
Net loss available to common shareholders, as reported | $ | (959,776 | ) | |
Add: Stock-based employee compensation expense included in reported net income | 50,377 | |||
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards | (78,575 | ) | ||
Pro forma net loss available to common shareholders | $ | (987,974 | ) | |
Loss available to common shareholders per share, basic and diluted: | ||||
As reported | $ | (0.07 | ) | |
Pro forma | $ | (0.07 | ) |
In calculating the fair value of options for the above disclosure, the following assumptions were used for stock options issued during the three months ended March 31, 2006 and 2005: fair market value of $1.00 per share, risk-free rates ranged from 1.73% to 3.66%, volatility of the options ranged from 73% to 91%, estimated lives of 3 to 10 years and exercise prices ranged from $0.66 to $1.00 per share.
In addition, FSP FAS 123(R)-1,Classification and Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under FASB Statement No. 123(R), provides additional guidance regarding the accounting treatment for freestanding financial instruments originally issued as employee compensation. Specifically, this instrument would be subject to the recognition and measurement provisions of SFAS 123(R) throughout the instrument’s life, provided the terms of the instrument are not modified after the rights conveyed by the instrument no longer are dependent on whether the holder is an employee.
The guidance in this FSP supersedes FSP EITF 00-19-1,Application of EITF Issue No. 00-19 to Freestanding Financial Instruments Originally Issued as EmployeeCompensation, and amends SFAS No. 133,Accounting for Derivative Instruments and HedgingActivities. This FSP is effective upon initial adoption of SFAS 123(R).
Research and Development
Research and development costs are expensed as incurred and amounted to $89,840 and $411,175 for the three months ended March 31, 2006 and March 31,2005, respectively. Research and development costs primarily relate to costs incurred for development of haptics interface gaming technology prior to the technological feasibility of such technology.
Recent Accounting Pronouncements
The Company has adopted all accounting pronouncements issued before March 31, 2006, which are applicable to the Company.
In May 2005, Financial Accounting Standards Board (FASB) issued SFAS 154,Accounting Changes and Error Corrections. This Statement replaces APB Opinion No. 20,Accounting Changes, and SFAS 3,Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 differentiates between retrospective application and restatement. This Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. SFAS 154 does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase of the effective date of this Statement. The adoption of the provisions of SFAS 154 did not have an impact on its financial condition or results of operations.
10
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”). SFAS No. 155 allows financial instruments that contain an embedded derivative and that otherwise would require bifurcation to be accounted for as a whole on a fair value basis, at the holders’ election. SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The Company does not believe the adoption of SFAS No. 155 will have any impact on the Company’s financial position or results of operations.
In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS No. 156”). SFAS No. 156 provides guidance on the accounting for servicing assets and liabilities when an entity undertakes an obligation to service a financial asset by entering into a servicing contract. This statement is effective for the first fiscal year beginning after September 15, 2006. The Company does not believe the adoption of SFAS No. 156 will have any impact on the Company’s financial position or results of operations.
NOTE 3 — COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS AND BILLINGS IN EXCESS OF COSTS AND ESTIMATED EARNINGS ON CONTRACTS
Costs and estimated earnings in excess of billings on contracts consisted of the following at:
March 31, | ||||
2006 | ||||
Costs and estimated earnings incurred on uncompleted contracts | $ | 23,874 | ||
Billings on uncompleted contracts | — | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 23,874 | ||
Billings in excess of costs and estimated earnings on contracts consisted of the following at:
March 31 | ||||
2006 | ||||
Billings on uncompleted contracts | $ | (6,497 | ) | |
Costs and estimated earnings incurred on uncompleted contracts | 310 | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | $ | (6,187 | ) | |
NOTE 4 — INTANGIBLE ASSETS
Intangible assets consisted of the following at:
March 31, | ||||
2006 | ||||
Licensing agreements | $ | 880,000 | ||
Patent | 10,734 | |||
Less accumulated amortization | (742,084 | ) | ||
$ | 148,650 | |||
NOTE 5 — NOTES PAYABLE
During the three months ended March 31, 2006 and the year ended December 31, 2005, management executed a number of bridge loans. The first loan for $200,000 has an original due date of March 7, 2006 and a stated interest rate of 20% or $20,000 for the first six months outstanding. The note has the option to extend for one year under certain conditions with an interest rate of 12%. These conditions have been met and the due date of this note is September 8, 2006. The remaining bridge loans ranged from $15,000 to $450,000. These notes were originally due one year from the date of issuance at a stated
11
NOTE 5 — NOTES PAYABLE (Continued)
interest rate of 12%. During the three months ended March 31,2006, $825,000 of outstanding principal balance and $35,624 of accrued interest was settled through issuance of 1,250,002 shares of the Company’s common stock. The first loan in the amount of $200,000 is secured by the personal guaranty agreement of the Company’s President and CEO and by a pledge of up to 795,455 shares of common stock of the Company owned by him. The balance on this note is outstanding and is reflected in total in the amount of $200,000 in the accompanying balance sheet as note payable. Accrued interest in the amount of $22,247 related to this note payable is recorded in the accompanying balance sheet.
NOTE 6 – CONVERTIBLE NOTES PAYABLE
On March 22, 2005, the Company executed a convertible promissory note in the amount of $123,222 to Lunar Design for the costs incurred during January 2005 associated with contracted research and development efforts. The terms of the promissory note include payment due March 22, 2006, in part or in whole in cash during the time prior to maturity date. If the promissory note is not paid in full in cash at the promissory note’s maturity date, the Company will convert the unpaid balance of the note into shares of the Company’s common stock at the price per share equal to the last sale price of the Company’s common stock on the maturity date, or on the last business day prior to the maturity date. The Company is currently in discussions with Lunar as to repayment and conversion of the note. Additional promissory notes in the amount of $358,081 with the same terms were executed for the costs incurred during the year ended December 31, 2005. These additional notes are due throughout the year ended December 31, 2006.
NOTE 7 — COMMITMENTS AND CONTINGENCIES
From time to time, in the normal course of business, the Company is subject to routine litigation incidental to its business. Although there can be no assurances as to the ultimate disposition of any such matters, it is the opinion of management, based upon the information available at this time, that there are no matters, individually or in the aggregate, that will have a material adverse effect on the results of operations and financial condition of the Company.
In connection with a private placement closed in 2004, the Company committed to issue 304,900 warrants for an overallotment agreement with a consulting group for private placement services. The warrants will have an exercise price of $1.00 per share and will have a six-month term. The date of issue will be coincident with the date of Novint’s IPO. The Company’s registration statement was declared effective on February 6, 2006 and in conjunction with its effectiveness, the Company granted the above options.
The Company has a licensing agreement with Sandia National Laboratories (“Sandia”), which initially developed Flight, the precursor to e-TouchTM (the technology) and employed the Company’s founder. The licensing agreement provides the Company the right to utilize the technology exclusively for a period of 12 years and non-exclusively in perpetuity and places certain restrictions on its use as well as requires the Company to pay a 1.5 percent royalty fees to Sandia in connection with any income earned based upon the technology. Additionally, under the original agreement, the Company is obligated to pay to Sandia on a semi-annual basis annual minimum earned royalties of $6,000 in 2001, $14,000 in 2002, $24,000 in 2003 and $30,000 from 2004 through 2011. The agreement was amended on June 29, 2005, modifying the royalty payment terms such that the Company will pay royalties of $40,000 for 2001 and 2002, $24,000 in 2003, 30,000 shares of the Company’s Common Stock in 2004, and $30,000 for 2005. Novint had paid all cash amounts due and issued the agreed shares of common stock for its obligations through 2004 as of December 31, 2005. As of March 31, 2006 the Company had accrued $37,500 in royalty fees owed to Sandia under the royalty agreement.
The Company has an agreement with Lunar Design, a product design firm, to design and develop its haptics game controller. The current statement of work outlines the delivery of a final prototype in August 2005 as well as provides for additional projects as agreed to by the parties through 2006. The prototype was delivered in October 2005. In addition, Lunar Design will provide support for the Company’s manufacturing partner for design problems or other trade-offs encountered in creating the manufacturing prototype. Estimated project costs for the prototype will range between approximately $542,000 and $634,000 and will be billed on a time-and-materials basis. Lunar Design has agreed to accept payment in the form of cash, promissory note or Novint common stock. As of March 31, 2006 the Company had made payments to Lunar Design for incurred costs of approximately $424,000 under this agreement. At March 31, 2006, the Company has recorded accrued
12
NOTE 7 — COMMITMENTS AND CONTINGENCIES (Continued)
research and development liabilities in the accompanying balance sheet due to Lunar Design of $189,646 and convertible notes payable in the amount of $481,303.
Such costs have been expensed as research and development expenses.
On January 5, 2004, the Company entered into an exclusive Intellectual Property License Agreement (Agreement) with Force Dimension, a company in the haptics hardware technologies and products field. The Agreement provides the Company with a sublicense to a hardware patent and an assignment of a pending patent from Force Dimension. The Agreement, in turn, provides Force Dimension a security interest and a general lien in the assigned patent as well as an irrevocable, exclusive license in the patent that has been assigned to the Company. On May 10, 2005, the Company amended its contract with Force Dimension, Inc. to provide for: a license fee in the amount of $15,000 due on the effective date; the payment of a milestone payment in the amount of $50,000 within ten days of the contract amendment’s effective date; a license fee in the amount of $50,000 within 30 days of the Company’s IPO; and a support and license fee in the amount of $455,000 due no later than January 5, 2006, for all technical and support services rendered to the Company during such time period for total payments of $620,000.
In addition, the Company was to issue 250,000 shares of the Company’s common stock within 30 days of the contract amendment’s effective date as consideration for extending the payment terms of the agreement. These shares of stock were issued to Force Dimension on May 12, 2005, and have been accounted for as a financing cost related to a modification of Novint’s payment terms. The fair value of the stock issued is $250,000 and is reflected as interest expense in the amount of $245,968 for the year ended December 31, 2005, and as a deferred financing cost in the amount of $4,032 in the balance sheet at December 31, 2005. The deferred financing cost were amortized to interest expense by January 5, 2006, the maturity date of this obligation to Force Dimension.
During the year ended December 31, 2004, the Company paid $15,000 to Force Dimensions for the license fee in the amount of $15,000 due on the effective date. During 2005, Novint paid $140,000 to Force Dimension, representing a portion of the $50,000 milestone payment originally due to Force Dimension upon or before Novint’s receipt of the Second Deliverable as described in the original agreement, the $50,000 milestone payment due on the amendment’s effective date, and $50,000 representing a portion of the licensing fees due. The Second Deliverable was received by Novint on December 30, 2004. The remaining amount of $465,000 due to Force Dimensions is recorded as accrued research and development liabilities on the accompanying balance sheet as of December 31, 2005.
On March 9, 2006 the Company issued 607,500 shares of its common stock to Force Dimensions in full satisfaction of the remaining $465,000 owed as of December 31, 2005.
The Agreement requires Novint to pay up to $15 million to Force Dimension, including the amounts above, on a per unit of Licensed Product basis for license fees, royalties and a percentage of product sales after the product becomes technologically feasible. In addition, Novint is entitled to 5% license fees/royalties for any licensed products sold related to the sublicense granted to Force Dimension by Novint. Novint has not recorded any fees related to such arrangement. This Agreement shall terminate upon Novint’s payment in total of $15,000,000 to Force Dimension and payment in full of any other obligations arising pursuant to the terms and conditions of this Agreement.
NOTE 8 — STOCKHOLDERS’ EQUITY
Conditionally Redeemable, Convertible Preferred Stock
On April 20, 2000, in connection with the license agreement with Sandia, the Company issued all 4,000 authorized shares of Series A conditionally redeemable, convertible preferred stock at $0.25 per share. The preferred stock was convertible into fully paid and non-assessable common stock as follows: at the holder’s option based on the conversion price in effect on the conversion date or automatically upon the closing of an IPO, which would result in 447,300 shares of common stock. The conversion price shall be (i) the subscription price ($100,000 when expressed as an aggregate amount or $25.00 per share when expressed on a per-share basis) divided by (ii) the conversion price in effect on the conversion date. Additionally, the Company is obligated to redeem the preferred shares, if there is no IPO or initial sale within 10 years from the issue date.
13
NOTE 8 — STOCKHOLDERS’ EQUITY (Continued)
In connection with the effectiveness of the Company’s registration statement, on February, 6 2006 the Company issued 447,300 shares of common stock to Sandia for the conversion of the preferred stock in accordance with the agreement.
Accordingly, the Company accreted the fair value of the common stock conversion to retained earnings through the conversion date of February 6, 2006. When the Company was approved for public filing, it recognized an additional charge of $170,974 to retained earnings of the converted shares at the fair value as compared to the IPO price. The fair value of the stock at March 31, 2006 was estimated to be $1.00 per share.
Stock Options
In March 2004, the Board of Directors approved the adoption of the 2004 Stock Incentive Plan. A total of 3,500,000 shares of common stock have been reserved for issuance under this plan. The Company has issued options to purchase shares of common stock to employees and various consultants for payment of services.
Option activity during the three months ended March 31, 2006 and the year ended December 31, 2005, is summarized in the following table:
Shares | Weighted- | |||||||||||
Under | Price per | Average | ||||||||||
Option | Share | Exercise Price | ||||||||||
Options outstanding at 12/31/05 | 8,003,341 | $ | 0.01-$0.66 | $ | 0.26 | |||||||
Granted | 554,900 | $ | 1.00 | $ | 1.00 | |||||||
Exercised | — | — | $ | — | ||||||||
Canceled | — | — | $ | — | ||||||||
Options outstanding at 3/31/06 | 8,558,241 | $ | 0.01-$0.66 | $ | 0.26 | |||||||
Exercisable at 3/31/06 | 6,304,241 | $ | 0.01-$1.00 | $ | 0.18 |
The following summarizes certain information regarding outstanding options March 31, 2006:
Outstanding | Exercisable | |||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | ||||||||||||||||||||||
Weighted- | Remaining | Weighted | ||||||||||||||||||||
Average | Contractual | Average | ||||||||||||||||||||
Exercise Price | Number | Exercise Price | Life (years) | Number | Exercise Price | |||||||||||||||||
$0.01 | 338,416 | $ | 0.01 | 2.30 | 338,416 | $ | 0.01 | |||||||||||||||
$0.05 | 4,600,000 | $ | 0.05 | 6.46 | 4,600,000 | $ | 0.05 | |||||||||||||||
$0.50 | 1,261,364 | $ | 0.50 | 8.13 | 261,364 | $ | 0.50 | |||||||||||||||
$0.66 | 1,886,894 | $ | 0.66 | 8.45 | 522,894 | $ | 0.66 | |||||||||||||||
$1.00 | 554,900 | $ | 1.00 | 4.73 | 304,900 | $ | 1.00 | |||||||||||||||
Total | 8,558,241 | $ | 0.31 | 6.92 | 6,304,241 | $ | 0.18 | |||||||||||||||
NOTE 9 — EQUITY TRANSACTIONS
On April 1, 2004, the Company committed to issue 250,000 shares of common stock at $1.00 per share to a consultant for future services. The consultant will receive stock as follows: 50,000 shares per quarter as long as the consultant is still providing services to he Company, up to a total of 250,000 shares, beginning April 1, 2004. As of March 31, 2005, 200,000
14
NOTE 9 — EQUITY TRANSACTIONS (Continued)
of the shares had been issued and the remaining 50,000 shares were issued during the second quarter of 2005. The Company has recognized $50,000 in consulting expense related to this issuance during the three months ended March 31, 2005.
In March 2005, the Company issued 2,500 shares of common stock to an advisory board member for services performed. The stock was valued at $0.66 per share for total consideration of $1,650. Consulting expense of $1,650 was recorded in the Company’s operations during the three months ended March 31, 2005.
During 2005 the Company issued 45,000 shares of common stock for legal services to be provided. The value of the share issued was $29,700 the value of the services to be performed. This amount was recorded as a prepaid expense and is being amortized as expenses are incurred. As of March 31, 2006 the Company has amortized $23,521 of this amount as legal expense.
The Company also issued 10,000 shares of common stock to an employee for services rendered during the second quarter of 2005. The fair value of the services was $10,000 and is included in common stock at December 31, 2005, and recorded as compensation expense during the three months ended March 31, 2005.
In March 2006, the Company issued 200,329 shares of common stock to the original private placement investors as compensation for delays in obtaining approval for public filing.
The Company issued 6,000 shares of common stock to a consultant for services rendered during the first quarter of 2006. The fair value of the services was $6,000 and is included in common stock at March 31, 2006, and recorded as consulting expense for the three months ended March 31, 2006.
In March 2006, the Company issued 2,500 shares of common stock to an advisory board member for services performed. The stock was valued at $1.00 per share for total consideration of $2,500. Consulting expense of $2,500 was recorded in the Company’s operations for the three months ended March 31, 2006.
NOTE 10 —WARRANTS
A summary of the status of the total number of warrants as of March 31, 2006 and December 31, 2005, , and changes during the periods then ended is presented in the tables below:
March 31, 2006 | ||||||||
Shares | Wtd Avg Ex Price | |||||||
Outstanding at beginning of year | 3,442,900 | $ | 1.29 | |||||
Granted | — | |||||||
Exercised | — | 1.00 | ||||||
Forfeited | (— | ) | — | |||||
Outstanding at end of year | 3,442,900 | 1.31 | ||||||
Exercisable at end of year | 2,888,000 | 1.30 | ||||||
Weighted average fair value of warrants granted | $ | 1.84 | $ |
15
NOTE 10 —WARRANTS (Continued)
A summary of outstanding warrants as of March 31, 2006, the range of exercise prices, the weighted-average exercise price, the weighted-average remaining contractual life, the amount of warrants currently exercisable and the weighted-average exercise price of warrants currently exercisable is as follows:
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Weighted- | ||||||||||||||||||||
Average | Weighted- | Weighted- | ||||||||||||||||||
Number | Remaining | Average | Number | Average | ||||||||||||||||
Range of | Outstanding at | Contractual | Exercise | Exercisable | Exercise | |||||||||||||||
Exercise Prices | 3/31/06 | Life | Price | at 3/31/06 | Price | |||||||||||||||
$0.00 to $0.25 | 550,000 | 7.50 years | $ | 0.25 | 550,000 | $ | 0.25 | |||||||||||||
$0.26 to $0.50 | 250,000 | 7.60 | 0.50 | 250,000 | 0.50 | |||||||||||||||
$0.51 to $1.00 | 1,118,400 | 4.68 | 1.00 | 563,500 | 1.00 | |||||||||||||||
$1.01 to $2.00 | 1,524,500 | 2.88 | 2.00 | 1,524,500 | 2.00 | |||||||||||||||
$0.25 to $2.00 | 3,442,900 | 2,888,000 | ||||||||||||||||||
NOTE 11 — RELATED PARTIES
On February 18, 2004, the Company granted to a significant shareholder for future services 125,000 options to purchase common stock at an exercise price of $0.66 per share. The options have a 5-year annual vesting provision. Options granted to consultants are valued each reporting period to determine the amount to be recorded as consultant expense in the respective period. As the options vest, they will be valued one last time on the vesting date and an adjustment will be recorded for the difference between the value already recorded and the current value on date of vesting. At March 31, 2006, the Company calculated the value of the options using the Black-Scholes model based on the following assumptions: a risk-free rate of 4.86%, volatility of 36%, estimated life of 10 years and a fair market value of $1.00 per share. At March 31, 2004, the Company calculated the initial value of the options using the Black-Scholes model based on the following assumptions: a risk-free rate of 4.05%, volatility of 91%, estimated life of 10 years and a fair market value of $1.00 per share. The vesting schedule is prorated over the reporting period, and approximately $3,413 and $4,437, respectively, was recorded as consultant expense during the three months ended March 31, 2006 and 2005.
In March 2004, Normandie New Mexico Corporation, which is owned by Manhattan’s Chief Executive Officer (CEO), who is also a member of the Company’s Board of Directors, entered into an agreement with the Company to provide consulting services in relation to business development and marketing support. Fees per the agreement are $6,250 per month. For the three months ended March 31, 2006 and 2005, the Company had paid $0 and $18,750, respectively, for these services. As of March 31, 2006, the Company owed $25,000 to Normandie New Mexico under the agreement.
On June 10, 2004, the Company granted 250,000 options to purchase common stock to Manhattan’s CEO for future consulting services at an exercise price of $0.66 per share. The options have a 5-year annual vesting provision. the Company calculated the value of these options using the Black-Scholes model based on the following assumptions: a risk-free rate of 4.81%, volatility of 100%, estimated life of 10 years and a fair market value of $1.00 per share. The vesting schedule is prorated over the reporting period, and approximately $7,800 and $10,000, respectively, was recorded as consultant expense during the three months ended March 31, 2006 and 2005.
On November 30, 2004, the Company established an Advisory Board who will provide assistance and consultation to the Company management on matters for which the Advisory Board members possess special knowledge, expertise and experience. the Company will appoint up to 10 Advisory Board members who shall receive either 10,000 shares of he Company stock or 10,000 options to purchase the Company stock at the Advisory Board member’s preference. As of March 31, 2006 20,000 options and 15,000 common shares were issued to these Advisory Board members.
16
NOTE 11 — RELATED PARTIES (Continued)
On March 9, 2006 the Company granted 250,000 options to purchase common stock to an employee, who is the brother of the Company’s Chief Executive Officer, at an exercise price of $1.00 per share. The options have a ten year term, and a vesting schedule of 50,000 shares per year beginning March 9, 2007. At March 31, 2006, the Company calculated the initial value of the options using the Black-Scholes model based on the following assumptions: a risk-free rate of 4.86%, volatility of 36%, estimated life of 10 years and a fair market value of $1.00 per share. The value of $142,400 will be amortized using the straight line method over the vesting period of 5 years. $1,860 was recorded as consultant expense during the three months ended March 31, 2006.
NOTE 12 — SUBSEQUENT DISCLOSURE
In April 2006, the Company sold 500,000 shares of common stock and 250,000 warrants to purchase common stock to an unrelated party for $500,000. The warrants have an exercise price per share of $2.00. The purchase price of the Common Stock is subject to adjustment as follows: In the event, that after the date of the agreement, the Company shall complete an offering of securities on or before April 1, 2007 which results in gross proceeds to the Company of not less than $3,000,000, and if such offering is conducted at a price per share of Common Stock of $1.11 per share or less, then, the Purchase Price Per Share of Common Stock shall be automatically adjusted to equal 90% of the issue price.
17
Management’s Discussion and Analysis or Plan of Operation.
Note Regarding Forward-Looking Statements
The statements contained in this Management’s Discussion and Analysis that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. In some cases, you can identify forward-looking statements by our use of words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative or other variations of these words, or other comparable words or phrases. Factors that could cause or contribute to such differences include, but are not limited to, the fact that we are a start-up company; we need to raise funds to meet business plan projections; we are dependent on upon emerging technology for our business model; our ability to successfully expand our employee base, sales force and marketing program; changes in our customers’ requirements or tastes; the risks that competition, technological change or evolving customer preferences could adversely affect the sale of our products; and other factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to our Annual Report on Form 10-KSB filed on or about April 17, 2006.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements or other future events. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of forward-looking statements. We are under no duty to update any of our forward-looking statements after the date of this report. You should not place undue reliance on forward-looking statements.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements and related notes, which are included herein. This report contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those indicated in the forward-looking statements.
OVERVIEW
Novint was initially incorporated in the State of New Mexico as Novint Technologies, Inc., in April 1999. On February 26, 2002, the state of incorporation was changed to Delaware by merging into Novint Technologies, Inc., a Delaware corporation. There are no subsidiaries, and business operates under Novint Technologies, Inc. Novint is a haptics technology company (haptics refers to your sense of touch), which develops, markets and sells applications and technologies that allow people to use their sense of touch to interact with computers.
To date, Novint has derived the majority of its revenues from developing professional applications for its customers. The Company has completed a number of contracts with companies such as Aramco, Lockheed Martin, Chrysler, Chevron, Sandia National Laboratories and Woods Hole Oceanographic Institute.
While Novint continues to develop professional applications for its customers, the Company also is preparing to leverage its computer touch technology to exploit opportunities in the consumer console and PC interactive computer games market. Using our haptics technology, games and applications will have the crucial missing “third sense” to human computer interaction. Users will be able to directly and intuitively feel the shape, texture and physical properties of virtual objects using our computer touch hardware and software.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
High-quality financial statements require rigorous application of accounting policies. Our policies are discussed in our audited financial statements for the year ended December 31, 2005, and are considered by management to be critical for an understanding of our financial statements because their application places the most significant demands on management’s judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. We
18
review the accounting policies we use in reporting our financial results on a regular basis. As part of such review, we assess how changes in our business processes and products may affect how we account for transactions. We have not changed our critical accounting policies or practices during 2005 or through May 15, 2006. However, we are evaluating how improvements in processes and other changes in haptics technology and our emerging video games business may impact revenue recognition policies in the future.
REVENUE AND COST RECOGNITION — We recognize revenue from the sale of software products under the provisions of SOP 97-2, Software Revenue Recognition, as amended by SOP 98-4 and SOP 98-9. SOP 97-2 generally requires that revenue recognized from software arrangements be allocated to each element of the arrangement based on the relative vendor specific objective evidence of fair values of the elements, such as software products, upgrades, enhancements, post contract customer support, installation, or training. Under SOP 97-2, if the determination of vendor specific objective evidence of fair value for each element of the arrangement does not exist, all revenue from the arrangement is deferred until such time that evidence does exist or until all elements of the arrangement are delivered.
SOP 97-2 was amended in December 1998 by SOP 98-9, Modification of SOP 97-2 Software Revenue Recognition with Respect to Certain Transactions. SOP 98-9 clarified what constitutes vendor specific objective evidence of fair value and introduced the concept of the “residual method” for allocating revenue to elements in a multiple element arrangement.
Our revenue recognition policy is as follows:
Project revenue consists of programming services provided to unrelated parties under fixed-price contracts. Revenues from fixed price programming contracts are recognized in accordance with Statement of Position (SOP) 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and Accounting Research Bulletin (ARB) 45, Long-Term Construction-Type Contracts, using the percentage-of-completion method, measured by the percentage of costs incurred to date compared with the total estimated costs for each contract. Novint accounts for these measurements on the balance sheet under costs and estimated earnings in excess of billings on contracts and billings in excess of costs and estimated earnings on contracts. Provisions for estimated losses on uncompleted contracts are made and recorded in the period in which the loss is identified.
Revenue from product sales relates to the sale of the Phantom haptics interface which is a human-computer user interface (the Phantom). The Phantom allows the user to experience sensory information when using a computer and its handle is the approximate size and shape of a writing instrument. Phantoms are manufactured by an unrelated party and are shipped directly to the customer.
Emerging Issues Task Force (EITF) 00-10, Accounting for Shipping and Handling Fees and Costs, require amounts billed to a customer in a sales transaction related to shipping and handling, if any, to be classified and accounted for as revenues earned for the goods provided, whereas shipping and handling costs incurred by a company are required to be classified as cost of sales. Novint’s costs associated with shipping inventory items to Novint’s customers are included in Novint’s Cost of Goods Sold amount. Novint does not charge a separate or additional fee for shipment to their customers, rather this fee is included in the price and therefore part of Novint’s product revenue. No provision for sales returns has been provided in these financial statements, as Novint has never had a sales return. EITF 01-14, Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred, requires reimbursements received for out-of-pocket expenses incurred while providing services to be characterized in the income statement as revenue. Novint’s out-of-pocket expenses incurred in connection with their project revenues are recognized in revenues based on a computed overhead rate that is included in their project labor costs to derive a project price.
In accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, Novint recognizes its product sales on a gross basis. Novint is responsible for fulfillment, including the acceptability of the product ordered. Novint has risks and rewards of ownership such as the risk of loss for collection, delivery or returns. Title passes to the customer upon receipt of the product by the customer. In accordance with the Company’s agreement with its customer, further obligation is limited to the terms defined in its warranty.
IMPAIRMENT — In accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
19
amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
ACCOUNTS RECEIVABLE — We utilize the allowance method for accounts receivable valuation, providing for allowances for estimated uncollectible accounts receivable. Our financial instruments that are exposed to concentration of credit risk consist primarily of uninsured cash, cash equivalents and available-for-sale securities held at commercial banks and institutions primarily in the United States and trade receivables from our customers. We routinely assess the financial strength of our customers as part of our consideration of accounts receivable collectibility by performing credit evaluations of customers. Trade receivables are not collateralized. We generally grant credit terms to most customers ranging from 30 to 90 days.
SOFTWARE DEVELOPMENT COSTS — We account for our software development costs in accordance with SFAS 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. This statement requires that, once technological feasibility of a developing product has been established, all subsequent costs incurred in developing that product to a commercially acceptable level be capitalized and amortized ratably over the estimated life of the product, which is 5 years. We have capitalized software development costs in connection with our haptic software beginning in 2000 and in connection with our gaming technology beginning in 2006. Amortization is computed on the straight-line basis over the remaining life (five years) of our software platform.
INTERNAL USE SOFTWARE — We have adopted Statement of Position (SOP) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, during 2001, which requires capitalization of certain costs incurred during the development of internal use software. On a quarterly basis, we perform a review of our software expenditures to determine if any should be capitalized.
INTANGIBLES — Effective January 1, 2002, we adopted SFAS 142, Goodwill and Other Intangible Assets. SFAS 142 requires intangible assets to be tested for impairment in accordance with SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, which has been superseded by SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We perform a periodic review of our identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances do exist, we assess the recoverability of identified intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. After an impairment loss is recognized, the adjusted carrying amount shall be its new accounting basis.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has adopted all accounting pronouncements issued before March 31, 2006, which are applicable to the Company.
In May 2005, Financial Accounting Standards Board (FASB) issued SFAS 154,Accounting Changes and Error Corrections. This Statement replaces APB Opinion No. 20,Accounting Changes, and SFAS 3,Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 differentiates between retrospective application and restatement. This Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. SFAS 154 does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase of the effective date of this Statement. The adoption of the provisions of SFAS 154 did not have an impact on its financial condition or results of operations.
In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”). SFAS No. 155 allows financial instruments that contain an embedded derivative and that otherwise would require bifurcation to be accounted for as a whole on a fair value basis, at the holders’ election. SFAS No. 155 also clarifies and amends certain other
20
provisions of SFAS No. 133 and SFAS No. 140. This statement is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The Company does not believe the adoption of SFAS No. 155 will have any impact on the Company’s financial position or results of operations.
In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS No. 156”). SFAS No. 156 provides guidance on the accounting for servicing assets and liabilities when an entity undertakes an obligation to service a financial asset by entering into a servicing contract. This statement is effective for the first fiscal year beginning after September 15, 2006. The Company does not believe the adoption of SFAS No. 156 will have any impact on the Company’s financial position or results of operations.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 2006 COMPARED TO THE QUARTER ENDED MARCH 31, 2005.
REVENUES. During the quarter ended March 31, 2006, Novint had revenues of $38,781 as compared to revenues of $115,211 during the quarter ended March 31, 2005, a decrease of approximately 66.3%. The decrease primarily results from additional contract activities during the quarter ended March 31, 2005. During the three months ended March 31, 2006, Novint had four employees working on three contracts while, during the three months ended March 31, 2005, the Company had eight employees working on three major contracts. Timing of contracts is not within a specified time period during the year so quarterly comparisons may not validly represent annual activity. In addition, during the quarter ended March 31, 2005, one haptic interface device was sold for $27,000 while no such sales occurred in the first quarter of 2006.
COST OF GOODS SOLD AND GROSS PROFIT (LOSS). Cost of goods sold, which consists of materials purchased for resale to customers and the direct labor incurred for delivering on projects, were $59,411 for the quarter ended March 31, 2005, compared to $25,679 for the quarter ended March 31, 2006. Novint’s average gross profit percentage on contract activity was approximately 54.4% for the three months ended March 31, 2005, compared to 30.3% for the three months ended March 31, 2006. The decrease in gross profit percentage resulted due to an unusually high profit percentage on one fixed price contract in 2005. This higher profit percentage was a result of actual costs incurred being lower than those projected during contract negotiations.
OPERATING EXPENSES. Operating expenses totaled $1,008,429 for the quarter ended March 31, 2005, compared to $609,912 for the quarter ended March 31, 2006, a decrease of approximately $400,000 or 39%. Included in the decrease is approximately $320,000 in research and development expenditures incurred during 2005 attributable to our efforts to develop computer gaming technology. Beginning in 2006, research and development efforts tapered off as the Company completed design and development of the hardware gaming technologies. During the quarter ended March 31, 2006, Novint had two less full time equivalent employees (FTE’s) than during the quarter ended March 31, 2005. Sales and marketing decreased by approximately $20,000 as efforts to market our computer gaming technology was not as large a focus for the quarter. Offsetting these decreases, legal fees related to public filing increased during the quarter ended March 31, 2006.
LOSS FROM OPERATIONS: Novint had a loss from operations of $952,629 for the quarter ended March 31, 2005, compared to a loss from operations of $596,810 for the quarter ended March 31, 2006. Net losses have decreased as a result of the decrease in operating expenses as described above.
NET LOSS. Novint had a net loss of $952,687, or $0.07 per share, for the quarter ended March 31, 2005, compared to $629,737, or $0.04 per share, for the quarter ended March 31, 2006. In addition to the increase in loss from operations Novint recorded approximately $33,000 in interest expense attributable to notes payable executed late in 2005. We believe that net losses may increase in the short term until labor efforts and associated costs are refocused on contracted and revenue-generating activities and until gaming technology is successfully marketed.
LIQUIDITY AND CAPITAL RESOURCES
Novint closed a funding round in February and May of 2004 in which we raised $3,049,000. We have used a significant portion of the sources of cash to pay off certain liabilities including notes payable, offering costs and salaries. However, if we are successful in developing our gaming technology and video games business, and in developing partnerships with game publishers and hardware manufacturers, we will need to raise approximately another $15 million in funding to execute our current business plan with respect to our video games business. There can be no assurances that we will be able to obtain any
21
additional financing on favorable terms, if at all. Borrowing money may involve pledging some or all of our assets. Raising additional funds by issuing common stock or other types of equity securities would further dilute our existing shareholders.
Since inception, Novint has incurred net operating losses and other equity charges, which have resulted in an accumulated deficit of $8,968,943 at March 31, 2006 and $8,168,232 at December 31, 2005. For the three months ended March 31, 2006 and the year ended December 31, 2005, Novint had net losses totaling $629,737 and $3,386,405, respectively. Since inception, management has raised equity totaling approximately $5.7 million through various private equity transactions and has approximately $61,000 and $42,000 in cash on hand at March 31, 2006 and December 31, 2005, respectively. Without additional equity infusion or long term borrowings, there is substantial doubt as to the Company’s ability to continue as a going concern. Management believes they will need additional funding to supplement their cash on hand along with revenues from project and product sales to allow Novint to satisfy its short term obligations and provide enough cash flow for Novint to continue operations. Management has the ability to curtail spending and negotiate or push back payments to third parties, or settle such expenditures in stock in the event they experience cash shortfalls or in the event the next round of funding does not occur or takes significantly longer than anticipated.
In April 2006, we sold 500,000 shares of common stock and 250,000 warrants to purchase common stock to an unrelated party for $500,000. The warrants have an exercise price per share of $2.00. The purchase price of the Common Stock is subject to adjustment as follows: In the event, that after the date of the agreement, we shall complete an offering of securities on or before April 1, 2007 which results in gross proceeds to the us of not less than $3,000,000, and if such offering is conducted at a price per share of Common Stock of $1.11 per share or less, then, the Purchase Price Per Share of Common Stock shall be automatically adjusted to equal 90% of the issue price.
22
2. Plan of Distribution
We supplement the Plan of Distribution section by adding the following disclosures:
Hunter World Markets, Inc. will sell, in its capacity as a broker, a maximum of 9,124,655 shares on behalf of the Selling Security Holders listed in the Selling Security Holder Table. This amount includes 1,108,400 shares held by Hunter World Markets, Inc. and Mr. Todd Ficeto, its principal, who is also listed as a Selling Security Holder. Hunter World Markets, Inc. will sell the shares itself; it will not sell them through another broker-dealer or NASD member.
A total of 604,900 shares including warrants to purchase 300,000 shares held by Mr. Ficeto and an option to purchase 304,900 shares held by Hunter World Markets, Inc. are subject to a lock up agreement dated May 3, 2006 in which Hunter World Markets, Inc. and Mr. Ficeto have agreed not to sell, transfer, assign, pledge or hypothecate any of those securities (or the shares obtained by exercising any of those securities) for a period of 180 days immediately following the sale of shares under the Prospectus.
The maximum spread that Hunter World Markets, Inc. will charge for sales on behalf of any Selling Security Holder will not exceed 4%.
Hunter World Markets, Inc. has represented to the NASD that its total compensation will not exceed 8%.
3. Clarification of Terms
Wherever the term “over allotment option” is used in the Prospectus, the term “stock option” shall be substituted therefore. The correct term is “stock option” concerning the option owned by Hunter World Markets, Inc. to purchase 304,900 shares of our common stock.