UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
Form 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File Number 0-26455
ISECURETRAC CORP.
(Exact name of small business issuer as specified in its charter)
(formerly Advanced Business Sciences, Inc.)
DELAWARE 87-0347787
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5022 S. 114th Street, Suite #103
OMAHA, NEBRASKA 68137
(402) 537-0022
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 past 90 days.
YES [X] NO [ ]
The number of issuer's shares outstanding as of August 01, 2003, was
43,003,692.
Transitional Small Business Disclosure Form (Check One): YES [ ] NO [X]
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ISECURETRAC CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
ASSETS 2003 2002
------------ ------------
(Unaudited)
Current Assets
Cash $ 59,023 $ 47,374
Receivables:
Trade accounts 93,554 18,493
Other -- 75,111
Inventories 347,025 51,460
Prepaid expenses and other 210,840 15,872
------------ ------------
Total current assets 710,442 208,310
Leasehold Improvements and Equipment, net 187,267 217,822
Leased Equipment, net 90,000 --
Product Development Costs, net 524,769 682,200
Other Assets 8,575 9,081
------------ ------------
Total assets $ 1,521,053 $ 1,117,413
------------ ------------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Notes payable 2,560,325 2,168,318
Outstanding checks in excess of bank balance -- 121,694
Current maturities of long-term debt 830,708 443,438
Accounts payable and accrued expenses 901,855 672,130
Deferred gain on sale-leaseback transaction 33,918 --
Accrued interest payable 85,327 46,113
Preferred dividends payable 209,453 203,121
------------ ------------
Total Current Liabilities 4,621,586 3,654,814
------------ ------------
Long-term Debt, less current maturities 492,680 --
------------ ------------
Commitments and Contingency
Stockholders' (Deficit)
Series A preferred stock 8,843,246 8,482,662
Series B preferred stock 295,000 145,000
Common stock 39,723 34,919
Additional paid-in capital 22,979,938 21,510,819
Accumulated deficit (35,751,120) (32,710,801)
------------ ------------
Total stockholders' (deficit) (3,593,213) (2,537,401)
------------ ------------
Total liabilities and stockholders' (deficit) $ 1,521,053 $ 1,117,413
------------ ------------
See Notes to Condensed Consolidated Financial Statements
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ISECURETRAC CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
June 30 June 30
2003 2002 2003 2002
------------ ------------ ------------ ------------
Revenues:
Equipment $ 74,866 $ 89,175 $ 119,173 $ 105,575
Hosting 34,376 -- 55,731 --
Service 1,668 46,916 3,725 105,974
------------ ------------ ------------ ------------
Total revenues 110,910 136,091 178,629 211,549
------------ ------------ ------------ ------------
Costs and expenses:
Cost of equipment and hosting revenue 160,704 145,473 286,802 183,905
Cost of service revenue 382 23,639 840 53,741
Research and development 192,962 226,642 373,449 353,409
Sales, general and administrative 980,534 1,054,927 2,014,673 2,130,301
------------ ------------ ------------ ------------
Total costs and expenses 1,334,582 1,450,681 2,675,764 2,721,356
------------ ------------ ------------ ------------
Operating (loss) (1,223,672) (1,314,590) (2,497,135) (2,509,807)
------------ ------------ ------------ ------------
Other income (expense):
Interest income 102 1,357 211 1,689
Interest expense (65,214) (42,634) (130,479) (104,078)
Loan acquisition expense, stockholders -- -- -- (536,734)
------------ ------------ ------------ ------------
Total other income (expense) (65,112) (41,277) (130,268) (639,123)
------------ ------------ ------------ ------------
(Loss) before provision for income taxes (1,288,784) (1,355,867) (2,627,403) (3,148,930)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net (loss) $ (1,288,784) $ (1,355,867) $ (2,627,403) $ (3,148,930)
Preferred dividends (209,453) (196,367) (412,916) (400,850)
------------ ------------ ------------ ------------
Net (loss) available to common stockholders $ (1,498,237) $ (1,552,234) $ (3,040,319) $ (3,549,780)
------------ ------------ ------------ ------------
Net (loss) per share of common stock - basic and diluted $ (0.04) $ (0.05) $ (0.08) $ (0.13)
============ ============ ============ ============
Weighted average shares of common stock outstanding 38,740,656 29,110,002 37,356,910 27,628,854
============ ============ ============ ============
See Notes to Condensed Consolidated Financial Statements
Page 3
ISECURETRAC CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
June 30
2003 2002
----------- -----------
Cash flow from operating activities:
Net (loss) $(2,627,403) $(3,148,930)
Depreciation and amortization 228,294 143,530
Other 413,134 995,314
----------- -----------
Net cash (used in) operating activities (1,985,975) (2,010,086)
----------- -----------
Net cash (used in) investing activities (9,802) (298,672)
----------- -----------
Cash flows from financing activities:
Increase (decrease) in notes payable 1,284,297 (75,002)
Net proceeds from issuance of common stock 1,005,873 2,749,634
Other (282,744) (288,642)
----------- -----------
Net cash provided by financing activities 2,007,426 2,385,990
----------- -----------
Increase (decrease) in cash 11,649 77,232
Cash, beginning of period 47,374 439
----------- -----------
Cash, end of period $ 59,023 $ 77,671
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash payments for:
Interest $ 91,265 $ 119,622
Taxes -- --
Supplemental Disclosures of Noncash Investing and Financing Activities:
Issuance of common and preferred stock in payment of accounts and notes payable $ 135,000 $ 2,520,681
Issuance of preferred stock in payment of preferred stock dividends 360,584 --
Preferred stock dividends declared but not paid 209,453 469,011
Equipment acquired through capital lease obligation 120,000 --
Notes payable converted to capital lease obligations 875,000 --
Accounts payable converted to notes payable 92,710 --
See Notes to Condensed Consolidated Financial Statements
Page 4
ISECURETRAC CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. GENERAL
The condensed consolidated balance sheet of iSECUREtrac Corp ("iST" or "we",
"us", or "our") at December 31, 2002 has been taken from audited consolidated
financial statements at that date and condensed. The condensed consolidated
financial statements for the three and six months ended June 30, 2003 and for
the three and six months ended June 30, 2002 are unaudited and reflect all
normal and recurring accruals and adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position,
operating results and cash flows for the interim periods presented in this
quarterly report. The condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of financial condition and
results of operations, contained in our Annual Report on Form 10-KSB for the
year ended December 31, 2002. The results of operations and cash flows for the
three and six months ended June 30, 2003 are not necessarily indicative of the
results for the entire fiscal year ending December 31, 2003. Where appropriate,
items within the condensed consolidated financial statements have been
reclassified from the previous periods' presentation.
The accompanying financial statements of iSECUREtrac Corp have been prepared on
a going-concern basis, which contemplates profitable operations and the
satisfaction of liabilities in the normal course of business. There are
uncertainties that raise substantial doubt about the ability of iST to continue
as a going concern. As shown in the statements of operations, iST has not yet
achieved profitable operations. As of June 30, 2003, iST has insufficient
working capital to execute its business plan. These items raise substantial
doubt about the ability of iST to continue as a going concern. Management plans
to continue financing operations and development of our technology through the
plan described herein.
We are reporting as an operating company. For the first three quarters of 2002,
we reported as a development stage company. We transitioned to an operating
company during the fourth quarter of 2002 with the advent of direct sales and
the subsequent signing, in the first quarter of 2003, of five end-user agencies,
one service provider and three new distributors. We have added an additional
eight end-user agencies and two new distributors in the second quarter of 2003.
During the first quarter of 2003, we also entered into a stock purchase
agreement with Fusion Capital Fund II, LLC that will provide us with capital for
production of our tracking devices and general corporate purposes.
2. CURRENT STOCKHOLDERS' EQUITY TRANSACTIONS
For the three-month period ending March 31, 2003, we issued 779,563 shares of
our common stock valued at $299,500 to various individuals and companies as
compensation for board participation, advisory services to the board and
consulting agreements. 1,438,733 shares of our common stock were also issued as
stock issuance costs in relation to our SB-2 registration statement accepted in
April 2003.
We also issued 1,005,098 shares of common stock in exchange for $278,155 in cash
and the elimination of a $10,000 promissory note to a corporation by exercise of
outstanding warrants.
In addition, we issued 150 Series B Convertible Preferred Shares to an
individual for $150,000 cash.
During the quarter ended March 31, 2003, we granted options to purchase 70,000
shares of common stock to two employees and one outside consultant pursuant to
their stock option agreements. The exercise prices are at 85% of fair value of
iST's common stock and vest ratably over one month to two years. We had 91,666
options forfeited during the quarter ended March 31, 2003.
For the three-month period ending June 30, 2003, we issued 209,713 shares of our
common stock valued at $129,833 to various individuals and companies as
compensation for board participation, advisory services to the board and
Page 5
consulting agreements. In addition, 846,640 shares of our common stock were
issued for cash totaling $392,718.
During the quarter ended June 30, 2003, we issued 218,744 shares of common stock
in exchange for $17,825 in cash and the elimination of a $100,000 promissory
note to a company by exercise of outstanding warrants.
In the second quarter of 2003, we issued 200 Series A Convertible Preferred
Shares to an individual for $200,000 cash. These shares were then converted into
363,638 shares of common stock.
During the quarter ended June 30, 2003, we granted options to purchase 50,000
shares of common stock to one employee and six outside board members pursuant to
their stock option agreements. The exercise price for the employee options are
at 85% of fair value of iST's common stock and vest ratably over two years. The
exercise price for the stock options granted to the outside board members are at
market price as of the date of grant. We had 15,417 options forfeited during the
quarter ended June 30, 2003.
iSECUREtrac Corp., at June 30, 2003, had 7,611,492 outstanding stock options,
1,327,019 outstanding warrants, 8,843,246, 500,100 and 6,600 shares issuable
upon conversion of Series A convertible preferred stock, Series B convertible
preferred stock and convertible subordinated debentures, respectively, that
could potentially dilute basic EPS in the future that were not included in the
computation of diluted EPS because to do so would have been anti-dilutive for
the period presented.
3. STOCK-BASED COMPENSATION
Stock -based compensation: iST accounts for its various stock-based compensation
plans under the recognition and measurement principles of APB Opinion No. 25
(APB 25), Accounting for Stock Issued to Employee, and related interpretations,
which measures compensation as the difference between the fair value of the
stock at the date of award and the amount required to be paid for the stock.
Stock-based compensation of $7,703 and $18,895 and $43,780 and $102,478 has been
reflected in net (loss) for the three and six-month periods ending June 30, 2003
and 2002, respectively. The following table illustrates the effect on net (loss)
and (loss) per share for the three and six-month periods ending June 30, 2003
and 2002, as if iST had applied the fair value recognition provisions of SFAS
No. 123 (FAS 123), Accounting for Stock -Based Compensation, to stock-based
compensation.
Three Months Ended June 30 Six Months Ended June 30
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net (loss), available to common stockholders as reported $(1,498,237) $(1,552,234) $(3,040,319) $(3,549,780)
Add: Stock-based employee compensation
expense included in reported net (loss) 7,703 18,895 43,780 102,478
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards (96,231) (83,047) (181,034) (543,492)
----------- ----------- ----------- -----------
Pro forma net (loss) $(1,586,765) $(1,616,386) $(3,177,573) $(3,990,794)
=========== =========== =========== ===========
Basic and diluted (loss) per share:
As reported $ (0.04) $ (0.05) $ (0.08) $ (0.13)
=========== =========== =========== ===========
Pro forma $ (0.04) $ (0.06) $ (0.09) $ (0.14)
=========== =========== =========== ===========
Page 6
In determining the pro forma amounts above during 2003 and 2002, the value
of each grant is estimated at the grant date using the fair value method
prescribed in FAS 123 with the following assumptions: no dividends, risk free
interest rate of 5%; expected life of 3 and 4 years and; expected price
volatility of 82.13% and 124.80%.
The fair value of stock options and warrants issued to non-employees is being
accounted for using FAS 123. Related compensation expense is charged to income
when incurred.
Warrants and common stock issued in consideration for notes payable and debt
guarantee fees are expensed in the period incurred due to the short term nature
of the related notes.
4. MANAGEMENT'S PLANS
We plan to continue financing our technology and operations through external and
related party financing. We entered into a common stock purchase agreement on
March 7, 2003, as amended and restated on April 14, 2003, with Fusion Capital
Fund II, LLC, a Chicago based institutional investor. Under the agreement,
Fusion Capital will buy up to $12.0 million of our common stock over a period of
up to 40 months, subject to our right to extend the agreement for six months. We
have the right to control the timing and amount of stock sold to Fusion Capital
with the purchase price based upon the market price of the Company's common
stock at the time of sale without any discount. Under the common stock purchase
agreement, funding of the $12.0 million shall occur from time to time, and as
such, we began receiving this funding on April 23, 2003. In addition, we are
working on an additional private placement of $3,200,000 in equity financing to
continue to fund our operations and production of our tracking devices and
related services.
We completed a sale-leaseback transaction with an unrelated party involving 100
or our series 2100 tracking units for $120,000 during the 1st quarter of 2003.
This transaction generated a gain of approximately $45,000 that is being
amortized into income over a 24 month time period. As of June 30, 2003, all 100
of these units are being leased to customers and this cash flow is being used to
fund operations and offset our monthly obligation to the finance company.
We are also in the process of completing two separate sale-leaseback
transactions with a related party involving 729 of our series 2100 tracking
units. As of June 30, 2003, we have received funding from this related party
totaling $875,000; however, we have not sold any of the 729 units to the finance
company. Once these units are sold to the finance company, we will lease them
back from the finance company and in turn lease them to our customers, thereby
generating cash flow to fund operations and meet our future obligations to this
related party finance company.
We are pursuing other sale-leaseback opportunities with various third party
leasing companies. We believe that lease funding of our tracking units can be an
additional source of cash to meet our financial needs.
Management hired four professional sales and sales support staff in the third
and fourth quarters of 2002 and two sales professionals in the first six months
of 2003 to expand iST's sales opportunities within the United States. We believe
that the addition of sales personnel will enable us to increase sales on an
accelerated basis.
Our continuation as a going concern is dependent upon our ability to
satisfactorily meet our debt obligations, meet our product development goals,
secure new financing and generate sufficient cash flows from operations. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Discussions of certain matters contained in this Quarterly Report on Form 10-QSB
may contain statements that plan for or anticipate the future. Forward-looking
statements include statements about the future of our products and the
Page 7
industry, statements about our future business plans and strategies, and most
other statements that are not historical in nature. In this Prospectus,
forward-looking statements are generally identified by the words "anticipate,"
"plan," "believe," "expect," "estimate," and the like. Because forward-looking
statements involve future risks and uncertainties, there are factors that could
cause actual results to differ materially from those expressed or implied. The
actual outcomes of these matters may differ significantly from the outcomes
expressed or implied in these forward-looking statements and other risks
detailed in "ITEM 1. Description of Business" contained in iST's Form 10-KSB
filed with the SEC March 31, 2003.
The following discussion is intended to provide a better understanding of the
significant changes in trends relating to iST's financial condition and results
of operations. Management's Discussion and Analysis should be read in
conjunction with the accompanying Condensed Consolidated Financial Statements
and Notes thereto.
We have moved from a being developmental stage company to an operating company
during the fourth quarter of 2002. As such, the financial results of operations
reflect our primary activities transitioning from development and testing of our
GPS products to production and sales of our Model 2100NC units, principally for
offender monitoring in the criminal justice marketplace. We completed the final
design and began production of our series 2100 tracking unit in the first
quarter of 2002. During 2002, we sold and shipped 350 PTUs to our then-only
distributor for deployment. During the first six months of 2003, we have sold or
leased 301 PTUs through our direct sales force.
We have developed our computerized center for communication and data management
(tracNET24(TM) platform), staffed only to maintain the system. We anticipate
revenues will increase significantly in the second and third quarter's of 2003
as we continue to aggressively deliver our new products to the criminal justice
market. The tracNET24(TM) platform will be operated as an Application Service
Provider (ASP) service, allowing agents of our distributing partners at existing
monitoring centers to access and use the system to provide the monitoring
services. As we continue to roll out this new product offering, our customers
will have control and responsibility to monitor the movement of their
individuals or assets. Utilizing our GPS tracking products, customers, through a
secure internet connection, will access their information via our host website,
www.tracnet24.com. Our product will allow our customers greater flexibility,
ease of use and reduced operating costs when compared to our and our
competitor's current product offerings and pricing. At the same time, it will
allow us to partner with industry-specific service providers, wherein they will
provide the staffing and end-user interaction, and we will supply the tracking
technology and information reporting.
In addition, management plans to hire additional sales and sales support staff
to expand iST's sales opportunities within the United States. We believe that
the addition of sales personnel will enable us to increase sales on an
accelerated basis.
Equipment Revenue
Equipment Revenue is derived from the sale and leasing of our products. For the
three and six months ended June 30, 2003, equipment revenues were $74,866 and
$119,173 compared to $89,175 and $105,575 for the three and six month periods in
2002. The reason for the decrease in the three month period is due to decrease
in units sold in the 2nd quarter of 2003, compared to the same period of 2002.
During the 2nd quarter of 2002, we had significant sales to one customer that
outweighed our leasing and sales revenue for the 3 month period of 2003.
However, the reason for the overall increase in the six month comparable period
is the onset of the leasing of our Series 2100 PTUs, coupled with additional
direct sales, as opposed to units just being sold in the prior year period.
Hosting Revenue
Hosting Revenue is the fees charged to our customers for hosting data that
encompasses units being active or in use, fax charges, pages, and phone
call-ins. For the three and six months ended June 30, 2003, hosting revenues
were $34,376 and $55,731 compared to none during the same periods in 2002. The
reason for the increase in the comparable periods is the increase in activity of
both directly sold and company leased Series 2100 PTUs.
Page 8
Service Revenue
For 2003, Service Revenue consisted of sales of non-core product that included
various ancillary computer equipment and the maintenance associated with such
equipment. For the three and six months ended June 30, 2003, Service Revenue was
$1,668 and $3,725 compared to $46,916 and $105,974 for the comparable periods of
2002. The main reason for the decrease in the comparable period was a slow down
in projects associated with this type of Service Revenue.
Cost of Equipment and Hosting Revenue
Cost of Equipment and Hosting Revenue represents the direct costs associated
with the generation of equipment and hosting revenue, and includes cost of goods
for our equipment that is sold and leased. It also includes the direct variable
communications and hardware equipment expenses associated with the web centric
hosting services provided by iST. A portion of our cost of equipment and hosting
revenue, which began in March 2002, consists of product development cost
amortization of $78,715 and $157,430 for the three and six months ended June 30,
2003 compared to $26,238 and $104,952 during the same periods in 2002. This
amortization is associated with our tracNET24 and our Series 2100 tracking unit.
For the three and six month periods ending June 30, 2003, Cost of Equipment and
Hosting Revenue was $160,704 and $286,802, compared to $145,473 and $183,905
during the same periods in 2002. The primary reason for this increase in the
cost of equipment and hosting revenue during the quarter was due to the related
increase in sales and leasing of our Series 2100 tracking units, as well as
increased product development cost amortization.
Cost of Service Revenue
Cost of Service Revenue represents the direct costs associated with the
generation of service revenue. This includes direct costs of distribution of
software and equipment and the maintenance expenses on equipment repaired under
service agreements. For the three and six month periods ended June 30, 2003,
Cost of Service Revenue decreased to $382 and $840, compared to $23,639 and
$53,741 during the same periods in 2002. The primary reason for the overall
lower cost of service revenue for the comparable period was due to the slow down
of projects associated with this type of service revenue.
Research and Development
Research and Development expenses are the direct costs associated with iST's
development of its proprietary products. Expenses in this category include the
cost of outside contracted engineering and design, staffing expenses for the
iST's own engineers and software developers, and the actual costs of components,
prototypes, and testing equipment and services used in the product development
functions. The Research and Development expenses decreased to $192,962 for the
three months ended June 30, 2003, compared to $226,642 for the same period in
2002 due to a reduction in contract labor, consulting expenses and fewer
expenses associated with hardware and software development. For the six months
ended June 30, 2003, Research and Development expenses increased to $373,449 up
from $353,409 for the same period in 2002. The main reason for the six month
increase was increases in salaries and wages due to additional personnel added
to iST for software development associated with our Series 2100 tracking unit.
Sales, General and Administrative
Sales, General and Administrative expenses are all the expenses associated with
the operations and marketing of our company, outside of the expenses described
above. These expenses include executive, sales, administrative and accounting
staff payroll, taxes and benefits, rent on property, all travel, fixed telephone
expenses, office leases and supplies, marketing advertising in magazines and
periodicals, attendance at trade shows, production of marketing and related
collateral material, as well as recruiting and training expenses. For the three
and six months ended June 30, 2003, Sales, General and Administrative expense
decreased to $980,534 and $2,014,673, compared to $1,054,927 and $2,130,301 in
the comparable period of 2002. The main reasons for the decrease during the
periods was an increase in salaries and wages due to additional sales personnel
offset by decreases in stock option issue expenses, board meeting expenses,
consulting fees, and office supplies.
Page 9
Operating (Loss)
For the three and six months ended June 30, 2003, operating (loss) was
$(1,223,672) and $(2,497,135), compared to $(1,314,590) and $(2,509,807) for the
same periods in 2002. The main reason for the three and six month decreases was
lower expenses in the period, as explained above.
Interest Expense
For the three and six months ended June 30, 2003, Interest expense totaled
$65,214 and $130,479, compared to interest expense of $42,634 and $104,078 in
the comparable periods of 2002. This interest expense increase was due to larger
outstanding balances in Company borrowings in 2003 over 2002.
Loan Acquisition Expense, Stockholders
For the three and six months ended June 30, 2003, loan acquisition expense was
$0, compared to $0 and $536,734 for the comparable periods of 2002. This expense
in 2002 is due to stock warrants issued to various stockholders or individuals
for lending us money. We raised more money in the latter part of 2002 and first
six months of 2003 through equity financing than we did through personal loans
and guarantees on bank notes, thus keeping our loan acquisition expense at $0.
Net (Loss)
For the three and six months ended June 30, 2003, we had a Net Loss of
$(1,288,784) and $(2,627,403), compared to a Net Loss of $(1,355,867) and
$(3,148,930), in the comparable periods of 2002, for the reasons described
above.
Preferred Dividends
For the three and six months ended June 30, 2003, preferred dividends totaled
$209,453 and $412,916, as compared to $196,367 and $400,850 for the comparable
periods of 2002. This change was due to the conversion of 800 shares of our
Series A Convertible Preferred Stock during 2002, coupled with an increase in
preferred stock dividends.
Net (loss) Available to Common Stockholders
For the three and six months ended June 30, 2003, we had a net (loss) available
to common stockholders of $(1,498,237) and $(3,040,319) compared to a net (loss)
available to common stockholders of $(1,552,234) and $(3,549,780) in the
comparable periods of 2002. The reasons for the difference are described above.
Liquidity and Capital Resources
For the six months ended June 30, 2003, we used $(1,985,975) in cash in
operating activities, another $(9,802) in investing activities, and we generated
$2,007,426 in cash from financing activities. The total of all cash flow
activities resulted in an increase in the balance of cash for the six months
ended June 30, 2003 of $11,649. For the same period of 2002, we used
$(2,010,086) of cash in operating activities and $(298,672) in investing
activities. We generated $2,385,990 in cash from financing activities. The total
of all cash flow activities resulted in an increase in the balance of cash of
$77,232.
We completed a sale-leaseback transaction with an unrelated party involving 100
or our series 2100 tracking units for $120,000 during the 1st quarter of 2003.
This transaction generated a gain of approximately $45,000 that is being
amortized into income over a 24 month time period (lease agreement). As of June
30, 2003, all 100 of these units are being leased to customers and this cash
flow is being used to fund operations and offset our monthly obligation to the
finance company.
Page 10
We are also in the process of completing two separate sale-leaseback
transactions with a related party (consisting of various stockholders) involving
729 of our series 2100 tracking units. As of June 30, 2003, we have received
funding from this related party totaling $875,000; however, we have not sold any
of the 729 units to the finance company. Once these units are sold to the
finance company, we will lease them back from the finance company and in turn
lease them to our customers, thereby generating cash flow to fund operations and
meet our future obligations to this related party finance company.
We are pursuing other sale-leaseback opportunities with various third party
leasing companies. We believe that lease funding of our tracking units can be an
additional source of cash to meet our financial needs.
We entered into a common stock purchase agreement on March 7, 2003, as amended
and restated on April 14, 2003, with Fusion Capital Fund II, LLC, a Chicago
based institutional investor. Under the agreement, Fusion Capital will buy up to
$12.0 million of our common stock over a period of up to 40 months, subject to
our right to extend the agreement for six months. We have the right to control
the timing and amount of stock sold to Fusion Capital with the purchase price
based upon the market price of the Company's common stock at the time of sale
without any discount. Under the common stock purchase agreement, funding of the
$12.0 million shall occur from time to time, and as such, has already commenced
as of April 23, 2003. In addition, 1,438,733 shares of our common stock were
issued in connection with the common stock purchase agreement. In addition, we
are working on an additional private placement of $3,200,000 in equity financing
to continue to fund the operations and production of our tracking devices and
related services.
As of July 25, 2003, we had the following borrowing facilities in place, all of
which are guaranteed by various directors of iST:
We have a $750,000 long term note payable from U.S. Bank N.A. of Omaha,
Nebraska. iST made 35 monthly payments of $16,557 and currently has one last
payment of $316,063 that was due June 30, 2003. The interest rate is a variable
rate based on the U.S. Bank N.A. Reference Rate (the "Index Rate") plus two
(2.00) percent. As of June 30, 2003, the Index Rate was currently four (4.00)
percent, and the outstanding loan balance was $316,084. This loan is secured by
a security interest in our tangible and intangible assets and the personal
guarantees of various stockholders. We are currently negotiating with the bank
to renew and extend this note payable.
We have a $1,000,000 note payable from Wells Fargo Bank. Interest only payments
are due monthly. The note matures on July 31, 2003 and carries an interest rate
per annum equal to the prime rate. As of June 30, 2003, the prime rate was four
(4.00)%. This loan is secured by the personal guarantees of various
stockholders. We intend to negotiate with the bank to renew and extend this note
payable.
We have a $92,710 unsecured note payable from Merrill Corporation resulting from
the conversion of accounts payable. This short-term note matures on July 30,
2003 and requires monthly principal only payments. It carries an interest rate
of zero (0)%. As of June 30, 2003, the outstanding loan balance was $74,710.
The majority of our remaining $1,485,615 in notes payable consists of amounts
owed to individuals, primarily directors of iST, which mature within one year
and carry interest rates of 10%.
We lack sufficient operating capital, and we intend to fund our ongoing
development and operations through a combination of additional equity capital
and further borrowings. As of June 30, 2003, we did not have commitments for
either debt or share purchases to meet its planned 2003 operating capital
requirements.
ITEM 3. DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company
conducted an evaluation, under the supervision and with the participation of the
principal executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this
evaluation, the principal executive officer and principal financial officer
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concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms. There was no change in the Company's internal
control over financial reporting during the Company's most recently completed
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are subject to pending or threatened lawsuits that are ordinary to our
business. In the opinion of management, no material loss is expected from any of
such pending claims or lawsuits. We are also subject to a variety of federal and
state laws and regulations, especially those relating to electronic devices and
wireless communications.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
iST claims exemption under the Securities Act of 1933 Section 4(2) for the
following equity transactions which took place in the second quarter of 2003.
1. Board members were compensated in total with 9,090 shares of stock
valued at $5,000 for attending one (1) second quarter board meeting.
The 9,090 shares are comprised of five board members receiving 1,818
shares each on 06/04/03. Ken Macke, retired Chairman and CEO of Dayton
Hudson Corp., was also compensated for being an Advisor to the Board
of Directors. He received 15,152 shares on June 17th valued at $8,333
for attending one (1) second quarter board meeting.
2. On April 2, 2003, we issued 60,000 shares of common stock valued at
$48,000 to an individual for services per his consulting agreement.
3. On May 7, 2003, we issued 50,000 shares of common stock valued at
$10,000 upon the exercise of outstanding warrants.
4. On May 12, 2003, we converted 200 shares of Series A preferred stock
into 363,638 shares of common stock.
5. On May 28, 2003, we issued 168,744 shares of common stock valued at
$107,825 to a company for extinguishing its promissory note by
exercising its warrants.
6. On June 6, 2003, we issued 50,000 shares of common stock valued at
$28,500 to an individual for services per his consulting agreement.
7. On June 27, 2003, we issued 75,471 shares of common stock valued at
$40,000 to a corporation for services per its consulting agreement.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held our 2003 Annual Meeting of Stockholders on May 30, 2003. All
matters placed before security holders received the necessary votes to pass. The
following eight individuals were elected to continue a one year term as
directors of iSECUREtrac Corp. until the 2004 Annual Meeting of Stockholders:
Robert Badding, 33,215,506 votes for and 4,875 votes against, Martin Halbur
33,078,647 votes for and 141,734 votes against, Roger Kanne 33,209,506 votes for
and 10,875 votes against, Michael May 33,072,647 votes for and 147,734 votes
against, Ronald Muhlbauer 33,078,647 votes for and 141,734 votes against, Ravi
Nath 33,078,647 votes for and 141,734 votes against, James Stark 33,072,647
votes for and 147,734 votes against, and Thomas Wharton Jr. 33,078,647 votes for
and 141,734 votes against.
The proposal to increase the number of authorized shares of common stock
from 50,000,000 to 100,000,000 passed. There were 32,512,649 votes for, 600,287
votes against, and 107,445 votes abstained.
Also receiving the necessary votes to pass was the ratification of
McGladrey & Pullen, LLP as our independent auditors for 2003. The results were
as follows: 33,155,447 votes for, 25,549 votes against, and 39,355 votes
abstained.
ITEM 5. OTHER INFORMATION.
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of 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.
(B) REPORTS ON FORM 8-K
Not Applicable
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ISECURETRAC CORP
Date: August 13, 2003 By: /s/ James E. Stark
-------------------
James E. Stark
President
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