UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 333-177463
AudioEye, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 20-2939845 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
5210 East Williams Circle, Suite 500, Tucson, Arizona |
| 85711 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 866-331-5324
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| o |
| Accelerated filer |
| o |
Non-accelerated filer |
| o |
| Smaller reporting company |
| x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o Nox
As of May 14, 2014, 55,517,709 shares of the registrant’s common stock were issued and outstanding.
The Registrant is filing this Amendment No. 1 on Form 10-Q/A (this “Amended Filing”) to its Quarterly Report on Form 10-Q for the three months ended March 31, 2014 as originally filed with the Securities and Exchange Commission on May 14, 2014 (“Original Filing”) to restate its consolidated balance sheet as of March 31, 2014, and its consolidated statement of operations and consolidated statement of cash flows for the three months ended March 31, 2014.
In connection therewith, the Registrant hereby amends and replaces in their entirety Items 1, 2 and 4 in Part I, and Item 1A in Part II in the Original Filing. For the convenience of the reader, this Amended Filing sets forth the Original Filing, as modified where necessary to reflect the restatement and revisions.
The reasons for the restatement and the effect thereof is discussed in Footnote 2 to our consolidated financial statements.
As required by Rule 12b-15, the Registrant’s principal executive officer and principal financial officer are providing new currently dated certifications. Accordingly, the Registrant hereby amends Item 6 in Part II in the Original Filing to reflect the filing of the new certifications.
We are also separately amending our quarterly reports on Form 10-Q for the periods ending June 30, 2014 and September 30, 2014 in connection with the restatements of our interim financial statements for such periods.
Except as described above, this Amended Filing does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Amended Filing speaks only as of the date the Original Filing was filed, and the Registrant has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amended Filing should be read in conjunction with the Registrant’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.
PART I — FINANCIAL INFORMATION
The financial information set forth below with respect to the financial statements as of March 31, 2014 and 2013 and for the three month period ended March 31, 2014 and 2013 is unaudited. This financial information, in the opinion of our management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three month period ended March 31, 2014 are not necessarily indicative of results to be expected for any subsequent period. Our fiscal year end is December 31.
AUDIOEYE, INC.
(UNAUDITED)
|
| Restated |
| December 31, |
| ||
ASSETS |
|
|
|
|
| ||
Current Assets |
|
|
|
|
| ||
Cash |
| $ | 492,718 |
| $ | 1,847,004 |
|
Accounts receivable, net |
| 1,219,138 |
| 569,297 |
| ||
Related party receivables |
| 83,375 |
| 82,250 |
| ||
Prepaid assets & security deposits |
| 49,643 |
| — |
| ||
Total Current Assets |
| 1,844,874 |
| 2,498,551 |
| ||
|
|
|
|
|
| ||
Property and equipment, net |
| 3,048 |
| 3,847 |
| ||
Intangible assets, net |
| 3,156,447 |
| 3,073,945 |
| ||
Goodwill |
| 700,528 |
| 700,528 |
| ||
Total Assets |
| $ | 5,704,897 |
| $ | 6,276,871 |
|
|
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
| ||
Current Liabilities |
|
|
|
|
| ||
Accounts payable and accrued expenses |
| $ | 1,275,184 |
| $ | 416,531 |
|
Billings in excess of costs |
| 11,321 |
| — |
| ||
Notes and loans payable-current, net of discount of $0 and $1,155, respectively |
| 24,000 |
| 172,845 |
| ||
Related party payable |
| 87,000 |
| 243,424 |
| ||
Related party loans |
| 35,000 |
| 35,000 |
| ||
Total Current Liabilities |
| 1,432,505 |
| 867,800 |
| ||
|
|
|
|
|
| ||
Long Term Liabilities |
|
|
|
|
| ||
Notes and loans payable-long term |
| 69,800 |
| 79,800 |
| ||
Total Long Term Liabilities |
| 69,800 |
| 79,800 |
| ||
Total Liabilities |
| 1,502,305 |
| 947,600 |
| ||
|
|
|
|
|
| ||
STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, none issued and outstanding, as of March 31, 2014 and December 31, 2013, respectively |
| — |
| — |
| ||
Common stock, $0.00001 par value, 250,000,000 shares authorized, 55,399,839 and 53,239,369 issued and outstanding, as of March 31, 2014 and December 31, 2013 respectively |
| 554 |
| 532 |
| ||
Treasury stock |
| (623,000 | ) | (623,000 | ) | ||
Additional paid in capital |
| 14,274,875 |
| 13,231,212 |
| ||
Accumulated deficit |
| (9,449,837 | ) | (7,279,473 | ) | ||
Total Stockholders’ Deficit |
| 4,202,592 |
| 5,329,271 |
| ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 5,704,897 |
| $ | 6,276,871 |
|
See Notes to Unaudited Consolidated Financial Statements
AUDIOEYE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
| FOR THE THREE MONTHS ENDED |
| ||||
|
| Restated |
| March 31, 2013 |
| ||
Revenue |
| $ | 42,527 |
| $ | 223,172 |
|
Revenue from related party |
| 3,125 |
| 1,125 |
| ||
Total revenues |
| 45,652 |
| 224,297 |
| ||
|
|
|
|
|
| ||
Cost of revenues |
| 41,153 |
| 45,023 |
| ||
Gross profit |
| 4,499 |
| 179,274 |
| ||
Operating expenses: |
|
|
|
|
| ||
Selling & marketing |
| 270,383 |
| 7,750 |
| ||
Research & development |
| 130,624 |
| — |
| ||
General and administrative expenses |
| 1,667,600 |
| 444,050 |
| ||
Amortization & depreciation |
| 99,273 |
| 89,593 |
| ||
Total operating expenses |
| 2,167,880 |
| 541,393 |
| ||
|
|
|
|
|
| ||
Operating income (loss) |
| (2,163,381 | ) | (362,119 | ) | ||
|
|
|
|
|
| ||
Other income (expense) |
|
|
|
|
| ||
Unrealized gain (loss) on marketable securities |
| — |
| (9,000 | ) | ||
Interest expense |
| (6,983 | ) | (24,967 | ) | ||
Total other income (expense) |
| (6,983 | ) | (33,967 | ) | ||
|
|
|
|
|
| ||
Net (loss) |
| $ | (2,170,364 | ) | $ | (396,086 | ) |
|
|
|
|
|
| ||
Net (loss) per common share - basic and diluted |
| $ | (0.04 | ) | $ | (0.01 | ) |
|
|
|
|
|
| ||
Weighted average common shares outstanding - basic and diluted |
| 54,215,367 |
| 36,965,057 |
| ||
See Notes to Unaudited Consolidated Financial Statements
AUDIOEYE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
| FOR THE THREE MONTHS ENDED |
| ||||
|
| Restated |
| March 31, 2013 |
| ||
Cash Flows from Operating Activities: |
|
|
|
|
| ||
Net (loss) |
| $ | (2,170,364 | ) | $ | (396,086 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
| 99,273 |
| 89,593 |
| ||
Stock, option and warrant expense |
| 849,148 |
| 169,756 |
| ||
Unrealized (gain) loss on investments |
| — |
| 9,000 |
| ||
Amortization of debt discount |
| 1,155 |
| — |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Accounts receivable |
| (649,841 | ) | 3,256 |
| ||
Related party receivable |
| (1,125 | ) | — |
| ||
Prepaid & other assets |
| (49,643 | ) | — |
| ||
Accounts payable and accruals |
| 791,153 |
| 70,071 |
| ||
Billings in excess of costs |
| 11,321 |
|
|
| ||
Deferred revenue |
| — |
| (10,380 | ) | ||
Related party payables |
| (156,424 | ) | — |
| ||
Net cash (used in) operating activities |
| (1,275,347 | ) | (64,790 | ) | ||
|
|
|
|
|
| ||
Cash Flows from Investing Activities: |
|
|
|
|
| ||
Cash paid for intangible assets |
| (113,476 | ) | — |
| ||
Net cash (used in) by investing activities |
| (113,476 | ) | — |
| ||
|
|
|
|
|
| ||
Cash Flows from Financing Activities: |
|
|
|
|
| ||
Repayment of note payable |
| (160,000 | ) | (206,000 | ) | ||
Issuance of common stock for cash |
| 181,537 |
| — |
| ||
Issuance of equity for cash exercise of options and warrants |
| 13,000 |
| — |
| ||
Proceeds from third party loans |
| — |
| 352,500 |
| ||
Net cash provided by financing activities |
| 34,537 |
| 146,500 |
| ||
|
|
|
|
|
| ||
Increase (decrease) in cash |
| (1,354,286 | ) | 81,710 |
| ||
Cash - beginning of period |
| 1,847,004 |
| 11,710 |
| ||
Cash - end of period |
| $ | 492,718 |
| $ | 93,420 |
|
|
|
|
|
|
| ||
NON-CASH FINANCING ACTIVITIES |
|
|
|
|
| ||
Common stock issued for conversion of debt |
| $ | — |
| $ | 1,692,932 |
|
Warrants issued for related party loans |
| — |
| 829,418 |
| ||
Common stock issued to CMGO for debt repayment |
| — |
| 241,339 |
| ||
Patents capitalized in accounts payable |
| — |
| 1,837 |
| ||
Accounts payable converted into debt |
| — |
| 30,000 |
| ||
|
|
|
|
|
| ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
| ||
Interest paid |
| $ | 3,658 |
| $ | 24,967 |
|
Income taxes paid |
| $ | — |
| $ | — |
|
See Notes to Unaudited Consolidated Financial Statements
AUDIOEYE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014 (Unaudited)
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of AudioEye, Inc. and its wholly-owned subsidiary (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014.
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2013 as reported in the Company’s Annual Report on Form 10-K have been omitted.
Corporate Information and Background
AudioEye, Inc. was formed as a Delaware corporation on May 20, 2005. The Company focuses on working to improve the mobility, usability and accessibility of all Internet-based content through the development, sale, licensing and use of its proprietary accessibility technologies. Audio Internet® is a technology that utilizes patented architecture to deliver a fully accessible audio equivalent of a visual website or mobile website in a compliant format that can be navigated, utilized, interacted with, and transacted from, without the use of a monitor or mouse, by individuals with visual impairments. For individuals with hearing impairments, Audio Internet® provides captioning for websites, and the challenges of reaching those with other impairments are also addressed by the technology platform.
Complete with an ever-growing suite of utilities tailored to the needs of different disabled users, the AudioEye® Audio Internet® Accessibility Platform is a fully scalable cloud-based solution designed and developed to meet the needs and compliance mandates for an ever-growing demographic.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation.
Revenue Recognition
Revenue is recognized when all applicable recognition criteria have been met, which generally include: (a) persuasive evidence of an existing arrangement; (b) a fixed or determinable price; (c) delivery has occurred or service has been rendered; and (d) the collectability of the sales price is reasonably assured. For software and technology development contracts where applicable, the Company recognizes revenues on a percentage of completion method based upon several factors including but not limited to: (a) an estimate of total hours and milestones to complete; (b) the total hours completed; (c) the delivery of services rendered; (d) the change in estimates; and (e) the collectability of the contract.
Licensing revenues for intangible assets, including intellectual property such as patents and trademarks, are recognized when all applicable criteria have been met: (a) persuasive evidence of an existing arrangement; (b) a fixed or determinable price; (c) the delivery has occurred or service has been rendered; and (d) the collectability of the sales price is reasonably assured. Licensing revenues are recognized over the term of the contract or, in the case of a perpetual license, revenues are recognized in the period the criteria have been met. In transactions where the Company engages in a non-cash exchange, the Company follows ASC 845 and any potential revenue is recorded as other income.
NOTE 2: RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has restated its consolidated balance sheet as of March 31, 2014, and its consolidated statement of operations and consolidated statement of cash flow for the quarter ended March 31, 2014.
At the time the Company issued the financial statements subject to this restatement, the Company believed that it was relying on generally accepted accounting principles and properly applying those principles. It remains the case that the Company relied upon the correct accounting principles in the accounting in those statements. However, in conjunction with certain changes in the management of the Company, as well as during the course of an internal review initiated by the Audit Committee of the Board of Directors during the first quarter and into the second quarter of 2015 (“Internal Review”), the Company identified errors in the application of the accounting principles for revenue recognition and costing of non-monetary
transactions related to its intellectual property portfolio. Specifically, the Company had no prior cash sales of licenses of its patents as of March 31, 2014. To recognize revenue on a non-monetary exchange of a license of its patents for services or licenses to be provided by a counterparty, the Company looked to establish fair value of either the licensed patents or the services or licenses to be received. Based on the nature of the transactions, and after consultation with the Company’s auditors and another outside accounting firm, the Company applied ASC 845-10-30-1, holding that fair value of the services or licenses it would receive in each transaction was more clearly evident than the fair value of the asset surrendered. This methodology was approved by Company’s auditors and another outside accounting firm; this is the correct methodology, and it was the methodology used by the Company.
Under ASC 845, fair value in a license-for-services or license-for-license contract in which the cost of the asset being surrendered is not determinable can rely on the fair value of the asset received if it is determinable. The subsequent licenses for services or licenses transactions, as such, might have in the alternative considered the fair value of the services or licenses being provided by the counterparties. However, the Company has now determined following its Internal Review that in applying this methodology it did not have sufficient support to establish the value of the services or licenses provided under the subsequent license-for-services or license-for-license transactions, did not adequately track the value provided by the various counterparties, and did not have sufficient support to establish such services were actually provided as per the terms of the contracts.
The Company recorded these revenues as “non-monetary” transactions, and the actual cash position of the Company is unaffected by this restatement.
The restatement also reflects that the Company discovered following its Internal Review errors associated with the timing of revenues recognized under certain contracts in terms of the percentage of completion methodology. In such cases, the Company has now learned that it did not maintain sufficient documentation to measure the production activities necessary for such computation.
Finally, the Company discovered, following its Internal Review, errors which impacted revenues recognized where collection of the sales price was not reasonably assured.
None of the adjustments necessary to correct the errors impacted net cash used in operating activities or the Company’s cash balance.
Following its Internal Review, the Company has determined that these errors resulted from material weakness in internal control over financial reporting as discussed under Part 1, Item 4. In particular, the Company concluded that there was a misapplication of relevant accounting guidance and the absence of documentation to support transactions including the failure to trace the delivery of services. The following tables present the impact of the corrections on the previously reported unaudited quarterly financial information. The “As Reported” column in the tables below reflects balances previously reported by the Company in its quarterly report on Form 10-Q. The “Revisions” column shows the impact of adjustments made by the Company to reflect changes in presentation retrospectively as follows:
AUDIOEYE, INC.
CONSOLIDATED BALANCE SHEETS-RESTATED
(UNAUDITED)
|
| As Reported |
| Revisions |
| Restated |
| ||
Current Assets |
|
|
|
|
|
|
| ||
Cash |
| $ | 492,718 |
|
|
| $ | 492,718 |
|
Accounts receivable, net |
| 1,295,051 |
| (75,913 | ) (a) | 1,219,138 |
| ||
Related party receivables |
| 83,375 |
|
|
| 83,375 |
| ||
Prepaid assets& security deposits |
| 49,643 |
|
|
| 49,643 |
| ||
Total Current Assets |
| 1,920,787 |
| (75,913 | ) | 1,844,874 |
| ||
|
|
|
|
|
|
|
| ||
Property and equipment, net |
| 3,048 |
|
|
| 3,048 |
| ||
Intangible assets, net |
| 3,830,823 |
| (674,376 | ) (b) | 3,156,447 |
| ||
Goodwill |
| 700,528 |
|
|
| 700,528 |
| ||
Total Assets |
| $ | 6,455,186 |
| (750,289 | ) | $ | 5,704,897 |
|
|
|
|
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
| ||
Current Liabilities |
|
|
|
|
|
|
| ||
Accounts payable and accrued expenses |
| $ | 1,275,184 |
|
|
| $ | 1,275,184 |
|
Billings in excess of costs |
| — |
| 11,321 | (c) | 11,321 |
| ||
Notes and loans payable-current |
| 24,000 |
|
|
| 24,000 |
| ||
Related party payable |
| 87,000 |
|
|
| 87,000 |
| ||
Related party loans |
| 35,000 |
|
|
| 35,000 |
| ||
Total Current Liabilities |
| 1,421,184 |
| 11,321 |
| 1,432,505 |
| ||
|
|
|
|
|
|
|
| ||
Long Term Liabilities |
|
|
|
|
|
|
| ||
Notes and loans payable-long term |
| 69,800 |
|
|
| 69,800 |
| ||
Total Long Term Liabilities |
| 69,800 |
|
|
| 69,800 |
| ||
Total Liabilities |
| 1,490,984 |
| 11,321 |
| 1,502,305 |
| ||
|
|
|
|
|
|
|
| ||
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
| ||
Preferred stock |
| — |
|
|
| — |
| ||
Common stock |
| 554 |
|
|
| 554 |
| ||
Treasury stock |
| (623,000 | ) |
|
| (623,000 | ) | ||
Additional paid in capital |
| 14,274,875 |
|
|
| 14,274,875 |
| ||
Accumulated deficit |
| (8,688,227 | ) | (761,610 | ) | (9,449,837 | ) | ||
Total Stockholders’ Deficit |
| 4,964,202 |
| (761,610 | ) | 4,202,592 |
| ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 6,455,186 |
| (750,289 | ) | $ | 5,704,897 |
|
(a) Revenues associated with collectability not reasonably assured
(b) Revenues associated with non-cash transactions
(c) Revenues associated with the timing of recognition under certain percentage of completion contracts
AUDIOEYE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS-RESTATED
(UNAUDITED)
|
| As Reported |
| Revisions |
|
| Restated |
| ||
Revenue |
| $ | 1,029,761 |
| (987,234 | ) (a),(b),(c) |
| $ | 42,527 |
|
Revenue from related party |
| 3,125 |
|
|
|
| 3,125 |
| ||
Total revenues |
| 1,032,886 |
| (987,234 | ) |
| 45,652 |
| ||
|
|
|
|
|
|
|
|
| ||
Cost of revenues |
| 41,153 |
|
|
|
| 41,153 |
| ||
|
|
|
|
|
|
|
|
| ||
Gross profit |
| 991,733 |
| (987,234 | ) |
| 4,499 |
| ||
|
|
|
|
|
|
|
|
| ||
Operating expenses: |
|
|
|
|
|
|
|
| ||
Selling & marketing |
| 495,383 |
| (225,000 | ) (b) |
| 270,383 |
| ||
Research & development |
| 130,624 |
|
|
|
| 130,624 |
| ||
General and administrative expenses |
| 1,667,600 |
|
|
|
| 1,667,600 |
| ||
Amortization & depreciation |
| 99,897 |
| (624 | ) (b) |
| 99,273 |
| ||
Total operating expenses |
| 2,393,504 |
| (225,624 | ) |
| 2,167,880 |
| ||
|
|
|
|
|
|
|
|
| ||
Operating income (loss) |
| (1,401,771 | ) | (761,610 | ) |
| (2,163,381 | ) | ||
|
|
|
|
|
|
|
|
| ||
Other income (expense) |
|
|
|
|
|
|
|
| ||
Unrealized gain (loss) on marketable securities |
| — |
|
|
|
| — |
| ||
Interest expense |
| (6,983 | ) |
|
|
| (6,983 | ) | ||
Total other income (expense) |
| (6,983 | ) |
|
|
| (6,983 | ) | ||
|
|
|
|
|
|
|
|
| ||
Net (loss) |
| $ | (1,408,754 | ) | (761,610 | ) |
| $ | (2,170,364 | ) |
|
|
|
|
|
|
|
|
| ||
Net (loss) per common share - basic and diluted |
| $ | (0.03 | ) | (0.01 | ) |
| $ | (0.04 | ) |
|
|
|
|
|
|
|
|
| ||
Weighted average common shares outstanding - basic and diluted |
| 54,215,367 |
|
|
|
| 54,215,367 |
| ||
(a) Revenues associated with collectability not reasonably assured
(b) Revenues associated with non-cash transactions
(c) Revenues associated with the timing of recognition under certain percentage of completion contracts
AUDIOEYE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS-RESTATED
(UNAUDITED)
|
| As Reported |
| Revisions |
|
| Restated |
| ||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
| ||
Net (loss) |
| $ | (1,408,754 | ) | (761,610 | ) (a),(b),(c) |
| $ | (2,170,364 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
| ||
Depreciation and amortization |
| 99,897 |
| (624 | ) (b) |
| 99,273 |
| ||
Stock, option and warrant expense |
| 849,148 |
|
|
|
| 849,148 |
| ||
Unrealized (gain) loss on investments |
| — |
|
|
|
| — |
| ||
Amortization of debt discount |
| 1,155 |
|
|
|
| 1,155 |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
| ||
Accounts receivable |
| (725,754 | ) | 75,913 | (a) |
| (649,841 | ) | ||
Related party receivable |
| (1,125 | ) |
|
|
| (1,125 | ) | ||
Prepaid & other assets |
| (49,643 | ) |
|
|
| (49,643 | ) | ||
Accounts payable and accruals |
| 116,153 |
| 675,000 | (b) |
| 791,153 |
| ||
Billings in excess of costs |
| — |
| 11,321 | (c) |
| 11,321 |
| ||
Deferred revenue |
| — |
|
|
|
| — |
| ||
Related party payables |
| (156,424 | ) |
|
|
| (156,424 | ) | ||
Net cash (used in) operating activities |
| (1,275,347 | ) |
|
|
| (1,275,347 | ) | ||
|
|
|
|
|
|
|
|
| ||
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
| ||
Cash paid for intangible assets |
| (113,476 | ) |
|
|
| (113,476 | ) | ||
Net cash (used in) by investing activities |
| (113,476 | ) |
|
|
| (113,476 | ) | ||
|
|
|
|
|
|
|
|
| ||
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
| ||
Repayment of note payable |
| (160,000 | ) |
|
|
| (160,000 | ) | ||
Issuance of common stock for cash |
| 181,537 |
|
|
|
| 181,537 |
| ||
Issuance of equity for cash exercise of options and warrants |
| 13,000 |
|
|
|
| 13,000 |
| ||
Proceeds from third party loans |
| — |
|
|
|
| — |
| ||
Net cash provided by financing activities |
| 34,537 |
|
|
|
| 34,537 |
| ||
|
|
|
|
|
|
|
|
| ||
Increase (decrease) in cash |
| (1,354,286 | ) |
|
|
| (1,354,286 | ) | ||
Cash - beginning of period |
| 1,847,004 |
|
|
|
| 1,847,004 |
| ||
Cash - end of period |
| $ | 492,718 |
|
|
|
| $ | 492,718 |
|
NON-CASH FINANCING ACTIVITIES |
|
|
|
|
|
|
|
| ||
Common stock issued for conversion of debt |
| $ | — |
|
|
|
| $ | — |
|
Warrants issued for related party loans |
| — |
|
|
|
| — |
| ||
Common stock issued to CMGO for debt repayment |
| — |
|
|
|
| — |
| ||
Patents capitalized in accounts payable |
| — |
|
|
|
| — |
| ||
Accounts payable converted into debt |
| — |
|
|
|
| — |
| ||
Intangible assets purchased with accounts payable |
| 742,500 |
| (742,500 | ) (b) |
| — |
| ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
| ||
Interest paid |
| $ | 3,658 |
|
|
|
| $ | 3,658 |
|
Income taxes paid |
| $ | — |
|
|
|
| $ | — |
|
(a) Revenues associated with collectability not reasonably assured
(b) Revenues associated with non-cash transactions
(c) Revenues associated with the timing of recognition under certain percentage of completion contracts
NOTE 3: RELATED PARTY TRANSACTIONS
As of March 31, 2014 and December 31, 2013, related party loans totaled $35,000 and $35,000, respectively.
As of March 31, 2014 and December 31, 2013, there were related party payables of $87,000 and $243,424, respectively, for services performed by related parties. During the three months ended March 31, 2014, the Company repaid $156,424 to related parties for services, payroll and reimbursable expenses.
As of March 31, 2014 and December 31, 2013, there were outstanding receivables of $83,375 and $82,250, respectively, for services performed for related parties.
For the three months ended March 31, 2014 and 2013, there were revenues earned of $3,125 and $1,125, respectively, for services performed for related parties.
NOTE 4: NOTES PAYABLE
As of March 31, 2014 and December 31, 2013, the Company had the current and long term notes payable of $24,000 and $172,845 and $69,800 and $79,800, respectively as shown in the table below.
NOTES AND LOANS PAYABLE |
| March 31, 2014 |
| December 31, 2013 |
| ||
Short Term |
|
|
|
|
| ||
Maryland TEDCO Note |
| $ | 24,000 |
| $ | 24,000 |
|
Note Payable (net of $0 and $1,155 discount, respectively) |
| — |
| 148,845 |
| ||
Total |
| $ | 24,000 |
| $ | 172,845 |
|
Long Term |
|
|
|
|
| ||
Maryland TEDCO Note |
| $ | 69,800 |
| $ | 79,800 |
|
Total |
| $ | 69,800 |
| $ | 79,800 |
|
As of December 31, 2012, the Company had an outstanding loan to a third party in the amount of $74,900, which was originally issued during 2006 as part of an investment agreement. The loan was unsecured and bore interest at 25% per year for four years. The Company had accrued interest of $74,900, which was included in accounts payable and accrued expenses on the balance sheet. The note was in default until October 24, 2011, at which time the Company entered into a Termination and Release Agreement (“Release”) with the noteholder. The terms of the Release, among other things, terminated the Investment Agreement between the parties, and required the Company to issue a Promissory Note to the noteholder in the combined amount of principal and accrued interest owed to date, for a total principal amount of $149,800 (the “Maryland TEDCO Note”). The Maryland TEDCO Note is interest free, and is payable in monthly installments of $2,000 beginning November 1, 2011. As of March 31, 2014 and December 31, 2013 the principal amount owing was $93,800 and $103,800, respectively, of which $24,000 and $24,000, respectively, has been recorded as the current portion of the note, and $69,800 and $79,800, respectively, as the long-term portion of the note, respectively.
On August 3, 2013, the Company borrowed $150,000 with a coupon rate of 10%, due on September 10, 2013 with a warrant to purchase 20,000 common shares, that vested immediately with a strike price of $0.50. The warrant was valued at $6,930 on August 3, 2013 using a closing price that day of $0.47, a strike price of $0.50, term of 5 years, volatility of 100%, dividends of 0%, and a discount rate of 1.36%. The value of the warrant of $6,930 is reflected as a discount to the note for a net amount of $143,070. For the year ended December 31, 2013, interest was accrued in the amount of $2,384 and $5,755 was recognized as amortization expense. During the quarter ending March 31, 2014, the note principal of $150,000 and interest of $3,658 was paid in full and $1,155 was recognized as amortization expenses.
NOTE 5: STOCKHOLDERS’ EQUITY
As of March 31, 2014 and December 31, 2013, the Company had 55,399,839 and 53,239,369 shares of common stock issued and outstanding, respectively.
On January 30, 2014, the Company sold an aggregate of 666,667 units to two accredited investors for gross proceeds of $200,000 in the second closing of a private placement (the “Second Private Placement”). Placement fees were paid and the company received net proceeds of $181,537. The units in the Second Private Placement consisted of 666,667 shares of the Company’s common stock and warrants to purchase an additional 666,667 shares of the Company’s common stock. The warrants in the Second Private Placement have a term of five years and an exercise price of $0.40 per share.
On February 3, 2014, the Company issued 44,307 shares of common stock valued at $13,292 and a five-year warrant to purchase 44,307 shares of common stock with a strike price of $0.40, volatility of 100% and a risk free rate of 1.44% and a fair value of $9,103,
which was completely expensed in the current period. The warrant was issued to compensate for consulting services provided by a third-party. The shares were valued at the market price of the respective date of issuance.
On March 27, 2014, the Company filed a Certificate of Amendment to the Certificate of Incorporation increasing the authorized number of shares of Company common stock to 250,000,000 from 100,000,000.
On March 28, 2014, the Company issued 49,496 shares of common stock pursuant to the cashless exercise of 100,000 options.
From January 1, 2014 through March 31, 2014, the Company also issued 100,000 shares of common stock for services for an expense of $28,500 with no future period amortization and 1,300,000 shares of common stock pursuant to exercise of warrants for total proceeds of $13,000. The shares were valued at the market price of the respective date of issuance.
NOTE 6: OPTIONS
As of March 31, 2014 and December 31, 2013, the Company has 8,712,350 and 4,485,250 options issued and outstanding, respectively.
|
| Number of |
| Wtd Avg. |
| Wtd Avg. |
| Intrinsic |
| ||
Outstanding at December 31, 2013 |
| 4,485,250 |
| $ | 0.38 |
| 3.96 |
| $ | 99,070 |
|
Granted |
| 4,327,100 |
| 0.43 |
| 5.17 |
| — |
| ||
Less Exercised |
| 100,000 |
| 0.25 |
| — |
| — |
| ||
Outstanding at March 31, 2014 |
| 8,712,350 |
| $ | 0.41 |
| 4.31 |
| $ | 489,225 |
|
The options were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 2.67 to 2.88 years, expected volatility of 100%, risk free interest rate of 1.54% to 1.76%, and expected dividend yield of 0%.
On January 27, 2014, the Company awarded 1,500,000 options, one third of which vested immediately, one third upon the Company reporting a minimum of $10 million in annualized revenues by the 2nd anniversary and one third upon the Company reporting a minimum of $20 million in annualized revenues by the 3rd anniversary from the grant date, with an exercise price of $0.40 per share and an expiration date of January 27, 2019. The fair value on the grant date of the options was $274,463 and the option expense for three months ended March 31, 2014 was determined to be $91,488.
On February 17, 2014, the Company awarded 55,000 options, which vest over three years, with an exercise price of $0.305 per share and an expiration date of February 17, 2019. The fair value on the grant date of the options was $9,752 and the option expense for three months ended March 31, 2014 was determined to be $582.
On March 3, 2014, the Company awarded 250,000 options, of which 20% vested immediately and 20% vest every 90 days thereafter, with an exercise price of $0.40 per share and an expiration date of March 3, 2019. The fair value on the grant date of the options was $37,805 and the option expense for three months ended March 31, 2014 was determined to be $7,561.
On March 24, 2014, the Company awarded 1,522,100 options, which vest over three years, with the exception of 200,000 options issued to one individual that vested immediately upon grant. The options have an exercise price of $0.45 per share and an expiration date of March 24, 2019. The value on the grant date of the options was $675,775 and the option expense for three months ended March 31, 2014 was determined to be $60,501.
On March 28, 2014, 100,000 options were exercised in a cashless manner and 49,496 shares of common stock were issued.
For the three months ended March 31, 2014 expense amortized for options issued prior to January 1, 2014 was $146,002.
For the three months ended March 31, 2014 and 2013, stock compensation expense related to the options totaled $306,134 and $86,006, respectively. For the three months ended March 31, 2014 and 2013, stock compensation expense related to the options, warrants and performance stock units totaled $807,356 and $86,006, respectively. The total stock compensation expense related to the options, warrants and performance stock units to be amortized through March 2017 is $2,402,590 as of March 31, 2014.
NOTE 7: WARRANTS
Below is a table summarizing the Company’s outstanding warrants as of March 31, 2014 and December 31, 2013:
|
| Number of |
| Wtd Avg. |
| Wtd Avg. |
| Intrinsic |
| ||
Outstanding at December 31, 2013 |
| 18,770,591 |
| $ | 0.35 |
| 4.64 |
| — |
| |
Granted |
| 2,014,308 |
| 0.40 |
| 4.16 |
| — |
| ||
Less Exercised |
| 1,300,000 |
| 0.01 |
| — |
| — |
| ||
Outstanding at March 31, 2014 |
| 19,484,899 |
| $ | 0.38 |
| 4.32 |
| $ | 1,918,848 |
|
The warrants were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 3.17 years, expected volatility of 100%, risk free interest rate of 1.55% to 1.76%, and expected dividend yield of 0%.
On November 16, 2013, the Company issued warrants to purchase 1,300,000 of common stock which vested immediately and have an exercise price of $0.01 per share and expire on December 13, 2018. The fair value on the grant date of the options was $331,287 and the expense for year ended December 31, 2013 was determined to be $331,286. As of March 31, 2014, these warrants have been exercised in their entirety.
On January 27, 2014, the Company issued five-year fully-vested warrants to purchase 250,000 shares of the Company’s common stock with an exercise price of $0.40 per share. The fair value on the grant date of the warrants was $49,469 and the expense for the three months ended March 31, 2014 was determined to be $49,469. As of March 31, 2014, these warrants have not been exercised.
On January 30, 2014, the Company sold an aggregate of 666,667 units to two accredited investors for gross proceeds of $200,000 in the Second Private Placement. The units in the Second Private Placement consisted of 666,667 shares of the Company’s common stock and warrants to purchase an additional 666,667 shares of the Company’s common stock, as well as 53,334 placement agent warrants. The warrants in the Second Private Placement have a term of five years, an exercise price of $0.40 per share and a fair value determined to be $136,707. As of March 31, 2014, these warrants have not been exercised.
On February 3, 2014, the Company issued 44,307 shares of common stock and five-year fully-vested warrants to purchase 44,307 shares of common stock with an exercise price of $0.40 per share for payment for services. The fair value on the grant date of the warrants was $9,103 and the expense for the three months ended March 31, 2014 was determined to be $9,103. As of March 31, 2014, these warrants have not been exercised.
On March 24, 2014, the Company issued warrants to purchase 1,000,000 shares of common stock. The warrants vest as follows: one warrant share for every $10 of gross sales by the Company during the 12-month period immediately following the date of grant to customers introduced by an affiliate of the warrant holder. The warrants have an exercise price of $0.40 per share and an expiration date of March 24, 2019. The fair value on the grant date of the warrants was $346,997 and the warrant expense for March 31, 2014 was determined to be $346,997. As of March 31, 2014, these warrants have not been exercised.
For the three months ended March 31, 2014 and 2013, the Company has incurred warrant-based expense of $405,569 and $0, respectively. For the three months ended March 31, 2014 and 2013, stock compensation expense related to the options, warrants and performance stock units totaled $807,356 and $86,006, respectively. The total stock compensation expense related to the options, warrants and performance stock units to be amortized through March 2017 is $2,402,590 as of March 31, 2014.
NOTE 8: PERFORMANCE SHARE UNITS
On January 27, 2014, the Company entered into a Performance Share Unit Agreement under the AudioEye, Inc. 2013 Incentive Compensation Plan with Paul Arena, the Company’s Executive Chairman. Mr. Arena was granted an award of up to an aggregate of 3,000,000 Performance Share Units (“PSUs”). Each PSU represents the right to receive one share of the Company’s common stock. The number of PSUs for a performance period will be determined by the level of achievement of performance goals in accordance with the terms and provisions of the Performance Share Unit Agreement.
Below is a table summarizing the Company’s outstanding performance share units as of March 31, 2014 and December 31, 2013:
|
| Number of |
| Wtd Avg. |
| Weighted-Average |
| |
Outstanding at December 31, 2013 |
| 1,000,000 |
| $ | 0.45 |
| 2 |
|
Granted |
| 3,000,000 |
| 0.33 |
| 2.67 |
| |
Outstanding at March 31, 2014 |
| 4,000,000 |
| $ | 0.36 |
| 2.50 |
|
For the three months ended March 31, 2014 and 2013, the Company has incurred performance share unit-based expense of $95,653 and $0, respectively. For the three months ended March 31, 2014 and 2013, stock compensation expense related to the options, warrants and performance stock units totaled $807,356 and $86,006, respectively. The total stock compensation expense related to the options, warrants and performance stock units to be amortized through March 2017 is $2,402,590 as of March 31, 2014.
NOTE 9: INTANGIBLE ASSETS
As of March 31, 2014, patents, technology and other intangibles with contractual terms were generally amortized over their estimated useful lives of five or ten years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.
Prior to any impairment adjustment, intangible assets consisted of the following:
|
| Restated |
| December 31, |
| ||
|
| 2014 |
| 2013 |
| ||
Patents |
| $ | 3,564,319 |
| $ | 3,563,343 |
|
Software Development Costs |
| 180,000 |
| — |
| ||
Licensing |
| — |
| — |
| ||
Accumulated Amortization |
| (587,872 | ) | (489,398 | ) | ||
Intangible Assets, Net |
| $ | 3,156,447 |
| $ | 3,073,945 |
|
Software development costs and licensing intangible assets both have an estimated useful life of 3 years. Software development costs are incurred during the building of the Company’s Internet platform. Licensing costs are those costs incurred to use processes and technologies not developed by the Company. Both software development and licensing costs are subject to annual impairment testing. During the three months ended March 31, 2014, $180,000 was capitalized as software development cost.
Amortization expense totaled $98,474 and $88,794 for the three months ended March 31, 2014 and 2013, respectively.
NOTE 10: SUBSEQUENT EVENTS
From April 1, 2014 through May 14, 2014, the Company has issued 100,000 shares of common stock for services for an expense of $49,500 with no future period amortization and 17,870 shares of common stock pursuant to cashless exercise of warrants.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with our consolidated financial statements and related notes in Part I, Item 1 of this report.
As used in this quarterly report, the terms “we,” “us,” “our” and similar references refer to AudioEye, Inc. and our wholly-owned subsidiary, unless otherwise indicated.
Cautionary Note Regarding Forward-Looking Statements
Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over
which we have no control. Potential risks and uncertainties include, but are not limited to, those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the year ended December 31, 2013. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.
Overview
AudioEye, Inc. was formed as a Delaware corporation on May 20, 2005. We focus on working to improve the mobility, usability and accessibility of all Internet-based content through the development, sale, licensing and use of our proprietary accessibility technologies. Our Audio Internet® is a technology that utilizes patented architecture to deliver a fully accessible audio equivalent of a visual website or mobile website in a compliant format that can be navigated, utilized, interacted with, and transacted from, without the use of a monitor or mouse, by individuals with visual impairments. For individuals with hearing impairments, Audio Internet® provides captioning for websites, and the challenges of reaching those with other impairments are also addressed by the technology platform.
Complete with an ever-growing suite of utilities tailored to the needs of different disabled users, the AudioEye® Audio Internet® Accessibility Platform is a fully scalable cloud-based solution designed and developed to meet the needs and compliance mandates for an ever-growing demographic.
We have developed patented Internet content publication and distribution software that enables conversion of any media into accessible formats and allows for real time distribution to end users on any Internet-connected device. We have a patent portfolio comprised of six patents in the United States, as well as several pending U.S. patents. Our portfolio includes a number of patents that describe unique systems and methods for navigating devices and Internet content, as well as publication and automated solutions that connect to any content management system, and can deliver a mobile, usable, and accessible user experience to any consumer device.
This patented technology is the foundation of our mission to become a leader in Internet accessibility, mobile audio Internet navigation, and multi-format publishing technology as well as Internet content publication and distribution software. Our management believes that there is significant market opportunity for our services as most websites are developed with the assumption that users can see the site, with the result that visually-impaired users have difficulty using such websites. Accordingly, providing accessibility services for these websites has become a significant market opportunity, as there are approximately 33 million computer users who have some form of visual impairment.
In October 2010, Congress passed and the President signed into law the Twenty-First Century Communication and Video Accessibility Act of 2010, which mandates that all government websites (city, state and federal) be compliant and provide accessibility to persons with disabilities. As a result, our management believes that providing accessibility services for these government websites has become a significant market opportunity in view of the potential demand for our patented solution.
Our Annual Report on Form 10-K for the year ended December 31, 2013 provides additional information about our business and operations.
Results of Operations
Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).
Results of Operations
|
| Three Months Ended |
| ||||
|
| Restated |
| 2013 |
| ||
Revenue |
| $ | 42,527 |
| $ | 223,172 |
|
Revenue from related party |
| 3,125 |
| 1,125 |
| ||
Total revenues |
| 45,652 |
| 224,297 |
| ||
Cost of sales |
| 41,153 |
| 45,023 |
| ||
Gross profit (loss) |
| 4,499 |
| 179,274 |
| ||
Operating expenses: |
|
|
|
|
| ||
Selling & marketing |
| 270,383 |
| 7,750 |
| ||
Research & development |
| 130,624 |
| — |
| ||
General and administrative expenses |
| 1,667,600 |
| 444,050 |
| ||
Amortization & depreciation |
| 99,273 |
| 89,593 |
| ||
Operating (loss) |
| (2,163,381 | ) | (362,119 | ) | ||
Unrealized gain (loss) on marketable securities |
| — |
| (9,000 | ) | ||
Interest expense |
| (6,983 | ) | (24,967 | ) | ||
Net (loss) |
| $ | (2,170,364 | ) | $ | (396,086 | ) |
Net (loss) per weighted average common shares outstanding — basic and diluted |
| $ | (0.04 | ) | $ | (0.01 | ) |
Revenue
For the three months ended March 31, 2014 and 2013, revenue was $42,527 and $223,172, respectively, consisting primarily of website design and maintenance. Revenues decreased due to decreased demand for our web design services. Additionally, for the three months ended March 31, 2014 and 2013, revenue from related party was $3,125 and $1,125, respectively, consisting primarily of revenue from various levels of website design and maintenance.
Cost of Sales
For the three months ended March 31, 2014 and 2013, cost of sales was $41,153 and $45,023, respectively, consisting primarily of sub-contracting to outside sources, direct labor and direct technology costs.
Gross Profit
The decrease in revenue and increase in our implementation costs resulted in a gross profit of $4,499 during the three months ended March 31, 2014 as compared to a gross profit of $179,274 for the three months ended March 31, 2013. Gross profit decreased as a result of decreased sales combined with additional implementation costs of our products.
Selling and Marketing Expenses
Selling and marketing expenses were $270,383 and $7,750 for the three months ended March 31, 2014 and 2013, respectively. The increase results from the establishment of dedicated resources to actively sell and market our products and services.
Research and Development Expenses
Research and development expenses were $130,624 and $0 for three months ended March 31, 2014 and 2013, respectively. Research and development expenses increased as a result of the establishment of a dedicated research group during 2014.
General and Administrative Expenses
General and administrative expenses were $1,667,600 and $444,050 for the three months ended March 31, 2014 and 2013, respectively. General and administrative expenses increased as a result of increases in new employees and the associated benefits costs as well as increased stock, option and warrant expense.
Amortization and Depreciation
Amortization and depreciation expenses were $99,273 and $89,593 for the three months ended March 31, 2014 and 2013, respectively. The increase in expense was primarily related to an increase in software development amortization.
Other Income/Expenses
Other income and expenses were charges of $6,983 and $33,967 for the three months ended March 31, 2014 and 2013, respectively. The resulting change to expense was due to decreases in unrealized losses from marketable equity securities and a substantial decrease in interest expense.
Liquidity and Capital Resources
Working Capital
|
| Restated |
| At December 31, |
| ||
|
| 2014 |
| 2013 |
| ||
Current Assets |
| $ | 1,844,874 |
| $ | 2,498,551 |
|
Current Liabilities |
| 1,432,505 |
| 867,800 |
| ||
Working Capital |
| $ | 412,369 |
| $ | 1,630,751 |
|
The working capital surplus for the periods ended March 31, 2014 and December 31, 2013 was $499,603 and $1,630,751, respectively. The decrease in surplus was primarily due to an increase in accounts payables and accrued expenses.
Cash Flows
|
| FOR THE THREE MONTHS ENDED |
| ||||
|
| March 31, |
| ||||
|
| 2014 |
| 2013 |
| ||
Net Cash (Used in) Operating Activities |
| $ | (1,275,347 | ) | $ | (64,790 | ) |
Net Cash (Used in) Investing Activities |
| (113,476 | ) | — |
| ||
Net Cash Provided by Financing Activities |
| 34,537 |
| 146,500 |
| ||
Increase (Decrease) in Cash |
| $ | (1,354,286 | ) | $ | 81,710 |
|
We had cash in the amount of $492,718 and $93,420 as of March 31, 2014 and 2013, respectively.
In view of our working capital position, continuing operating losses and limited cash, we will be required to raise additional capital through the sale of equity or debt securities or borrowings from financial institutions or third parties or a combination of the foregoing to continue to fund operations. We cannot assure you that we will be able to obtain sufficient funds on acceptable terms or at all. Without such funds, we will be unable to implement our business plan or continue operations.
Critical Accounting Policies
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 the accounting principles generally accepted in the United States. Preparing financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by our management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Our critical accounting policies, as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, relate to capitalized legal patent costs, income taxes, business combinations, goodwill, intangible assets, share-based payments, revenue recognition, and research and other accounting descriptions. There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 except as set forth below.
Revenue is recognized when all applicable recognition criteria have been met, which generally include: (a) persuasive evidence of an existing arrangement; (b) a fixed or determinable price; (c) delivery has occurred or service has been rendered; and (d) the collectability of the sales price is reasonably assured. For software and technology development contracts where applicable, we recognize revenues on a percentage of completion method based upon several factors including but not limited to: (a) an estimate of total hours and milestones to complete; (b) the total hours completed; (c) the delivery of services rendered; (d) the change in estimates; and (e) the collectability of the contract.
Licensing revenues for intangible assets, including intellectual property such as patents and trademarks, are recognized when all applicable criteria have been met: (a) persuasive evidence of an existing arrangement; (b) a fixed or determinable price; (c) the
delivery has occurred or service has been rendered; and (d) the collectability of the sales price is reasonably assured. Licensing revenues are recognized over the term of the contract or, in the case of a perpetual license, revenues are recognized in the period the criteria have been met. In transactions where we engage in a non-cash exchange for a license of our company for the license of our customer, we follow ASC 845 and any potential revenues is recorded as other income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow for timely decisions regarding required disclosure. Our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure, controls and procedures were not effective as of March 31, 2014 due to omissions of disclosures in accordance with generally accepted accounting principles and errors existed in the effectiveness of the design and operations of our company’s internal controls and procedures for non-monetary transactions and non-monetary revenue recognition as described below.
Material Weakness
Our management has concluded that a material weakness exists in the effectiveness of the design and operations of our internal controls over financial reporting in the area revenue recognition. The material weakness relates to (i) a lack of sufficient accounting personnel who have the requisite U.S. GAAP knowledge with respect to non-monetary transactions and non-monetary revenue recognition; and (ii) we did not maintain an adequate financial reporting organizational structure to support the complexity and operating activities of our company resulting in a weakness in the controls related to the financial reporting and disclosures regarding revenue recognition, which have affected our company’s ability to ensure reliable financial reports. The errors in revenue recognition impacted the revenues associated with non-cash transactions, the timing of revenue recognition on certain contracts utilizing the percentage of completion methodology and revenues on certain agreements where the price was not reasonably assured of collection.
Management’s Remediation Plan
We are committed to remediating the control deficiencies that constitute the 2014 material weaknesses by implementing changes to our internal control over financial reporting and in particular to the recognition of revenue and costing related to non-monetary transactions. Our chief financial officer is responsible for implementing changes and improvements in the internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses.
To that end, we plan on achieving this primarily through additional training efforts as well as ensuring appropriate review of the related significant accounting policies by the members of management with the requisite level of knowledge, experience and training to appropriately apply GAAP, including outside accounting and consulting firms. We plan to undertake additional review processes to ensure the related significant accounting policies are implemented and applied on a consistent basis throughout our company.
Additionally, any potential future license transaction revenues will be recorded as “Other Income” in future periods.
We have also implemented new operational management systems to capture all data required for the computation of revenue under the percentage of completion methodology.
Finally, we established new policies for customer acceptance to mitigate the issues surrounding the reasonableness of customer collections.
We believe these measures will remediate the control deficiencies. However, we have not completed all of the corrective processes, procedures and related evaluation or remediation that we believe are necessary. As we continue to evaluate and work to remediate the control deficiencies that resulted in the material weaknesses, we may determine to take additional measures to address the control deficiencies.
We are currently involved in various routine disputes and allegations incidental to our business operations. While it is not possible to determine the ultimate disposition of these matters, our management believes that the resolution of all such pending or threatened litigation is not likely to have a material adverse effect on our financial position or results of operations.
We have identified material weaknesses in our internal control over financial reporting, which have resulted in a restatement of our previously issued financial statements. If our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain errors and we could be required to further restate our financial results, which could adversely affect our stock price and result in an inability to maintain compliance with applicable stock exchange listing requirements.
We have concluded that there are material weaknesses in our internal control over financial reporting, as we did not maintain effective controls over the application of accounting principles generally accepted in the United States (“GAAP”) related to revenue recognition for certain non-monetary transactions. Specifically, the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper application of GAAP in certain circumstances. One material weakness related to our failure to maintain effective internal controls over the accounting for revenue recognition. Our Quarterly Reports on Form 10-Q have been amended by an Amendments No. 1 on Form 10-Q/A to reflect the restatement of our financial statements for the restated periods and the change in management’s conclusion regarding the effectiveness of our disclosure controls and procedures and internal control over financial reporting as of March 31, June 30 and September 30, 2014.
Our non-monetary intellectual property licensing plan may not be realized. If our intellectual property licensing plan proves to be unsuccessful, our business may fail to generate royalty revenues.
Our intellectual licensing plan is subject to all of the risks inherent in the establishment of a new business. We have yet to receive patent royalty payments related to the non-monetary intellectual property licensing agreements and we cannot assure you about future collections of royalties.
Except for the risk factors listed above, there have been no material changes from the risk factors disclosed in Item 1.A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2013.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Sales of Unregistered Securities
On January 30, 2014, we sold an aggregate of 666,667 units to two accredited investors for gross proceeds of $200,000 in the second closing of a private placement (the “Second Private Placement”). Placement fees were paid, including placement agent warrants to purchase 53,334 shares of our common stock, and we received net proceeds of $181,537, which are being used for general working capital purposes. The units in the Second Private Placement consisted of 666,667 shares of our common stock and warrants to purchase an additional 666,667 shares of our common stock. The warrants in the Second Private Placement have a term of five years and have an exercise price of $0.40 per share.
On February 3, 2014, we issued 44,307 shares of common stock and a five-year warrant to purchase 44,307 shares of common stock with a strike price of $0.40 for payment for services.
From January 1, 2014 through March 31, 2014, we issued 100,000 shares of common stock for services, 49,496 shares of common stock pursuant to exercise of options and 1,300,000 shares of common stock pursuant to exercise of warrants for total proceeds of $13,000.
The offer and sale of the securities set forth above were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. We determined that the investors were accredited based on representations made by the investors to us.
Use of Proceeds from Public Offering of Common Stock
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
None.
Exhibit No. |
| Description |
10.1 |
| AudioEye, Inc. 2014 Inventive Compensation Plan (1) |
31.1* |
| Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
| Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
| Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
* Filed herewith.
(1) Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 (Reg. No. 333-195471)
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 on the 18th day of May 2015.
| AUDIOEYE, INC. | |
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| By: | /s/ SEAN BRADLEY |
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| Sean Bradley |
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| President |
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| By: | /s/ DONALD WEINSTEIN |
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| Donald Weinstein |
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| Chief Financial Officer |