United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-31779
SECURITY INTELLIGENCE TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Florida 65-0928369
------------------------------ ----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
145 Huguenot Street, New Rochelle, New York 10801
(Address of principal executive offices)
(914) 654-8700
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 shares of common stock $.0001 par value, of the Registrant issued
and outstanding as of November 14, 2003 was 19,380,389.
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10QSB
PERIOD ENDED September 30, 2003
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. Condensed Financial Statements:
Consolidated Balance Sheets 3
Statements of Operations for the three months ended September 30, 2003
and September 30, 2002 4
Statements of Cash Flow for three months ended September 30, 2003
and September 30, 2002 5
Condensed Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 12
and Results of Operations
Item 3. Controls and Procedures 15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
2
SECURITY INTELLIGENCE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
September 30,
2003 June 30,
(Unaudited) 2003
------------- -----------
ASSETS
Current Assets:
Cash $ 52,589 $ 21,638
Inventory 1,362,138 1,448,314
Other current assets 108,989 52,442
------------- -----------
Total current assets 1,523,716 1,522,394
Property and Equipment, at cost less accumulated depreciation
and amortization of $444,892 and $431,541 109,039 122,390
Other assets 54,946 54,946
------------- -----------
Total assets $ 1,687,701 $ 1,699,730
============= ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 3,444,091 $ 3,563,776
Note payable - CEO/stockholder 1,462,501 1,451,620
Customer deposits 1,197,290 1,277,695
Deferred revenue 1,081,492 1,035,074
------------- -----------
Total current liabilities 7,185,374 7,328,165
------------- -----------
Commitments and contingencies - See Notes
Stockholders' deficit:
Preferred stock, $.0001 par value, 10,000,000 shares authorized:
Series A Convertible-$1.00 per share liquidation preference,
3,500,000 shares authorized, issued and outstanding 350 350
Series B Convertible-$1.00 per share liquidation preference,
1,500,000 shares authorized, issued and outstanding 150 150
Common stock, $.0001 par value, 100,000,000 shares authorized,
19,304,389 and 17,471,389 issued and outstanding at September 30, 1,930 1,741
2003, and June 30, 2003 respectively
Additional paid in capital 1,084,661 507,123
Accumulated deficit (6,576,256) (6,137,799)
Other comprehensive loss (8,508) -
------------- -----------
Total stockholders' deficit (5,497,673) (5,628,435)
------------- -----------
Total liabilities and stockholders' deficit $ 1,687,701 $ 1,699,730
============= ===========
The accompanying notes are an integral part of these financial statements.
3
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
-----------------------------
September 30,
-----------------------------
2003 2002
---------- -----------
Sales $ 936,686 $ 1,017,211
---------- -----------
Costs and expenses:
Cost of sales 367,370 401,190
Compensation and benefits 622,610 569,281
Professional fees and legal matters 116,672 82,194
Selling, general and administrative expenses 489,899 530,571
Unrealized (gain) loss on financial guarantees (254,440) 115,390
Depreciation and amortization 13,351 19,052
---------- -----------
1,355,462 1,717,678
---------- -----------
Operating loss (418,776) (700,467)
Interest expense 19,681 16,314
---------- -----------
Net loss $ (438,457) $ (716,781)
========== ===========
Loss per share, basic and diluted $ (0.02) $ (0.04)
========== ===========
Weighted average number of shares 18,727,378 17,052,792
========== ===========
The accompanying notes are an integral part of these financial statements.
4
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
--------------------------
September 30,
--------------------------
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (438,457) $ (716,781)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 13,351 19,052
Unrealized (gain) loss on financial guarantees (254,440) 115,390
Amortization of deferred compensation 75,507 2,300
Noncash compensation - CEO/stockholder - 24,796
Noncash interest expense - CEO/stockholder 10,881 5,750
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Decrease in inventory 86,176 35,653
(Increase) in other current assets (56,547) (25,245)
Increase in accounts payable and accrued expenses 103,467 267,420
(Decrease) increase in customer deposits (80,405) 36,645
Increase in deferred revenue 46,418 216,337
---------- ----------
Net cash used in operating activities (494,049) (18,683)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 525,000 -
---------- ----------
Net cash provided by financing activities 525,000 -
---------- ----------
Net increase (decrease) in cash 30,951 (18,683)
Cash, beginning of period 21,638 32,344
---------- ----------
Cash, end of period $ 52,589 $ 13,661
========== ==========
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 3,562 $ 10,564
========== ==========
Taxes paid $ 2,720 $ 2,529
========== ==========
Non-cash financing and investing activities:
Common stock issued to settle accounts payable $ (22,780) $ 22,780
========== ==========
Accrued interest and deferred salary credited to note payable -
CEO/stockholder $ 10,881 $ 30,546
========== ==========
The accompanying notes are an integral part of these financial statements.
5
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(Unaudited)
Note 1 - Interim Financial Statements
The accompanying unaudited financial statements of Security Intelligence
Technologies, Inc. and subsidiaries (the "Company") have been prepared pursuant
to generally accepted accounting principles for interim financial statements and
the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and note disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules and
regulations. These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's latest
audited financial statements for the year ended June 30, 2003 filed on Form
10-KSB.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the Company's
financial condition, results of operations and cash flows for the periods
presented have been included. The Company's quarterly results presented herein
are not necessarily indicative of results for a full year.
Organization and Nature of Business
- -----------------------------------
Security Intelligence Technologies, Inc. ("SIT"), a Florida Corporation and
its wholly owned subsidiaries (collectively the "Company") are engaged in the
design, manufacture and sale of security and surveillance products and systems.
The Company purchases finished items for resale from independent manufacturers,
and also assembles off-the-shelf electronic devices and other components into
proprietary products and systems at its own facilities. The Company generally
sells to businesses, distributors, government agencies and consumers through
five retail outlets located in Miami, Florida; Beverly Hills, California;
Washington, DC; New York City, and London, England and from its showroom in New
Rochelle, New York. On April 17, 2002, CCS International, Ltd. ("CCS"), a
Delaware corporation, and its wholly-owned subsidiaries, merged with SIT and
became a wholly owned subsidiary of SIT. The merger has been accounted for as a
reverse acquisition, since the management and stockholder of CCS obtained
control of the merged entity after the transaction was completed. Under reverse
acquisition accounting, CCS is considered the accounting acquirer and SIT (then
known as Hipstyle.com, Inc.) is considered the acquired company. Inasmuch as SIT
had no substantive assets or operations at the date of the transaction, the
merger has been recorded as an issuance of CCS stock to acquire SIT, accompanied
by a recapitalization, rather than as a business combination.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of SIT and its
wholly-owned subsidiaries. All significant inter-company balances and
transactions have been eliminated in consolidation.
Basis of Financial Statement Presentation
- -----------------------------------------
The financial statements of the Company have been prepared assuming the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
Company incurred net losses of $438,457 and $716,781 for the three months ended
September 30, 2003 and September 30, 2002 respectively. In addition, at
September 30, 2003, the Company had a working capital deficit of $5,661,658 and
a deficiency in stockholders' equity of $5,497,673. The Company is also a
defendant in material and costly litigation, which has significantly impacted
liquidity. See Note 7. The Company requires additional financing which may not
be readily available. The Company's bank facility has terminated, and the only
sources of funds other than operations has been loans
6
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(Unaudited)
1. Basis of Financial Statement Presentation (continued)
- ---------------------------------------------------------
from the Company's chief executive officer, customer deposits and proceeds from
the issuance of common stock. (See Notes 2, 3 and 5). These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include to settle vendor
payables wherever possible, a reduction in operating expenses, and continued
financing from the chief executive officer in the absence of other sources of
funds. Management cannot provide any assurance that its plans will be successful
in alleviating its liquidity concerns and bringing the Company to the point of
profitability. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Revenue recognition
- -------------------
The Company recognizes revenue from store sales upon the delivery of
merchandise to a customer. Non-refundable advance payments received under
marketing and distribution arrangements are deferred and either applied as
payments towards customer purchases made pursuant to the terms of the respective
agreements, or recognized as income at the termination of the agreement if
specified purchase quotas have not been met by the customer. Customer deposits
are initially recorded as liabilities and recognized as revenue when the related
goods are shipped.
Financial Guarantees
- --------------------
Certain shares issued by the Company to settle debt obligations contain a
price guarantee that requires the Company to settle in cash any difference
between the original face amount of the debt and proceeds from the creditor's
subsequent sale of the shares. The Company accounts for these transactions by
recording the debt at fair value with periodic mark-to-market adjustments until
the guarantee is settled. Unrealized gains or losses resulting from changes in
fair value are included in earnings and accrued expenses.
Stock-based Compensation
- ------------------------
The Company periodically grants stock options to employees in accordance
with the provisions of its stock option plans, with the exercise price of the
stock options being set at the closing market price of the common stock on the
date of grant. The Company accounts for stock-based compensation plans under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", and accordingly accounts for employee stock-based compensation
utilizing the intrinsic value method. FAS No. 123, "Accounting for Stock-Based
Compensation", establishes a fair value based method of accounting for
stock-based compensation plans. The Company has adopted the disclosure only
alternative under FAS No. 123, which requires disclosure of the pro forma
effects on earnings and earnings per share as if FAS No. 123 had been adopted as
well as certain other information.
Stock options granted to non-employees are recorded at their fair value, as
determined in accordance with SFAS No. 123 and Emerging Issues Task Force
Consensus No. 96-18, and recognized over the related service period. Deferred
charges for options granted to non-employees are periodically re-measured until
the options vest.
7
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(Unaudited)
1. Stock-based Compensation (continued)
- ----------------------------------------
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation. Although it does not require use of
fair value method of accounting for stock-based employee compensation, it does
provide alternative methods of transition. It also amends the disclosure
provisions of SFAS No.123 and APB No. 28, Interim Financial Reporting, to
require disclosure in the summary of significant accounting policies of the
effects of an entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and interim
financial statements. SFAS No. 148's amendment of the transition and annual
disclosure requirements is effective for fiscal years ending after December 15,
2002. The amendment of disclosure requirements of APB No. 28 is effective for
interim periods beginning after December 15, 2002. We adopted SFAS No. 148 and
APB No.28 on January 1, 2003.
FASB Statement 123, "Accounting for Stock-Based Compensation," requires the
Company to provide pro forma information regarding net income (loss) and income
(loss) per share as if compensation cost for the Company's stock option
issuances had been determined in accordance with the fair value based method
prescribed in FASB Statement 123. The Company estimates the fair value of each
stock option at the grant date by using the Black-Scholes option-pricing model
with the following weighted-average assumptions used for grants in fiscal 2003
and 2002: dividend yield of 0%, risk-free interest rate of 3.38%, expected lives
of eight years, and expected volatility of 120%. Under the accounting provisions
of SFAS Statement 123, the Company's net loss and loss per share for the 2003
Quarter and the 2002 Quarter would have been the pro forma amounts indicated
below:
Three Months Ended
-------------------------------
September 30,
-------------------------------
Net loss: 2003 2002
---------- ----------
As reported $ (438,457) $ (716,781)
Add: Stock based employee compensation expense
included in reported net loss - -
Deduct: Total stock based employee compensation expense
determined under the fair value based method for all awards (25,365) (152,503)
---------- ----------
$ (463,822) $ (869,284)
========== ==========
Loss per share, basic and diluted:
As reported $ (0.02) $ (0.04)
Proforma $ (0.03) $ (0.07)
Foreign Currency Translation
- ----------------------------
The functional currency of the Company's UK subsidiary is the local
currency. Accordingly, the Company translates all assets and liabilities into
U.S. dollars at current rates. Revenues, costs, and expenses are translated at
average rates during each reporting period. Gains and losses resulting from the
translation of the consolidated financial statements are excluded from results
of operations and are reflected as a translation adjustment and a separate
component of stockholders' deficit. Gains and losses resulting from foreign
currency transactions are recognized in the consolidated statement of operations
in the period they occur.
8
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(Unaudited)
2. Note Payable - Bank
Prior to June 1, 2002, the Company had a bank credit agreement pursuant to
which it could borrow up to $400,000 with interest at the bank's price plus 1%.
On June 1, 2002, the available credit was reduced to $200,000 and the interest
rate was increased to the bank's prime rate plus 2.5%. The Note was secured by
substantially all of the assets of the Company, and personal assets and a
guaranty of the chief executive officer. The bank also required the Company to
maintain average monthly compensating balances of $60,000 and assessed
additional interest at the prime rate plus 2.5% (7.25% at June 30, 2002) on any
shortfall. The credit facility expires on November 1, 2002, when all unpaid
principal and interest became due in full. The unpaid principal and interest was
paid in December 2002. To date, management has been unable to renew or to
replace the line with alternative financing on similar terms.
3. Note Payable - CEO/stockholder
This amount represents a note payable to the Company's chief executive
officer and includes deferred salary of $168,899 and accrued interest of $82,855
based on an interest rate of 5% per annum. The Note is secured by substantially
all of the assets of the Company and is due on demand.
4. Loss Per Share
The Company calculates earnings per share in accordance with SFAS No. 128,
Earnings Per Share, and SEC Staff Accounting Bulletin No. 98. Accordingly, basic
and diluted loss per share is computed using the weighted average number of
shares of common stock outstanding and excludes all common stock equivalents
outstanding during the period. Common stock equivalents consist of shares
issuable upon the exercise of stock options and warrants using the treasury
stock method. Stock options and preferred stock that are convertible into common
stock based on the Company's attainment of performance goals are not includible
in the calculation of earnings per share until the specified targets are met.
The following securities have been excluded from the diluted computation for the
three months ended September 30, 2003 and September 30, 2002 because they are
contingently issuable and/or antidilutive:
Three Months Ended
--------------------------
September 30,
--------------------------
2003 2002
--------- ---------
Series A Convertible Preferred Stock 3,500,000 3,500,000
Series B Convertible Preferred Stock 1,500,000 1,500,000
Stock options 1,992,500 1,783,000
Warrants 400,000 400,000
5. Consulting Agreements
In July 2003 the Company formalized consulting contracts with Michael
Farkas and two additional financial consultants relating to acquisition
services, financial public relations and operational performance services. In
connection therewith the Company granted a total of 2,600,000 fully vested
options, including 1,700,000 options granted to Michael Farkas, to purchase
shares of common stock at prices ranging from $.10 per share to $1.00 per share.
These options were valued at $137,060 using the Black-Scholes option-pricing
model and are being amortized over the six month life of the contracts. The
Company has expensed $75,206 related to these options for the three months ended
September 30, 2003. As of September 30, 2003 the consultants have exercised
1,960,000 options for a total amount of $525,000, including 1,700,000 options
exercised by Michael Farkas for $400,000.
9
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(Unaudited)
5. 2003 Stock Incentive Plan
As of July 3, 2003 our board of directors adopted the 2003 Stock Incentive
Plan (the "2003 Plan") which provided for the grant of non-qualified stock
options to purchase a maximum of 320,000 shares of common stock or the grant of
shares to directors, employees, officers, agents, consultants and independent
contractors who perform services for the Company. As of the date of this
quarterly report on Form 10-QSB, stockholder approval of the 2003 Plan has not
been obtained.
6. Income taxes
The Company did not incur any income tax liabilities during the three-month
periods ended September 30, 2003 and 2002 due to operating losses. As of
September 30, 2003, the Company has increased its tax valuation allowance to
offset the deferred tax benefits of net operating losses and other temporary
differences arising during the September 2003 quarter because management is
uncertain as to their ultimate realization.
7. Legal Matters
Litigation
- ----------
Settled matters
- ---------------
On or about May 25, 2001, an action was commenced against CCS in the United
States District Court for the Southern District of New York, captioned Shenzen
Newtek v. CCS International Ltd. The plaintiff had sought to recover $91,500,
which was paid to CCS in connection with a distributorship agreement between the
parties, plus costs and interest. On July 10, 2002, the Company and Shenzhen
Newtek entered into a Settlement Agreement under which SIT issued 67,000 shares
of its common stock in full settlement, subject to certain terms, of the $67,000
claim.
The Settlement Agreement granted Shenzhen Newtek a price guarantee upon sale of
the shares and, alternatively, the option after July 10, 2003 to return the
67,000 shares to the Company in lieu of a cash payment of $35,000. In August
2003 Shenzhen Newtek returned the 67,000 shares to the Company however to date,
no cash payment has been made.
Pending Matters
- ---------------
In June 1998, a photographer and model formerly retained by CCS filed suit
in U. S. District Court for the Southern District of New York captioned Ross &
Vassilkioti v. CCS International, Ltd. seeking damages for alleged copyright
infringement and other claims. The judge in the case has granted the plaintiff
partial summary judgment as to the copyright infringement. On June 18, 2003, a
jury awarded the plaintiffs $350,000 on the copyright infringement portion of
the case. Under federal judicial rules, the Company is unable to contest the
granting of partial summary judgment until a final judgment has been rendered.
The Company believes that it has meritorious and substantial defenses against
the additional claims asserted in the lawsuit and a valid basis for appeal of
the jury award of $350,000 and any additional adverse verdicts that may occur in
this case. A trial date for the remaining counts in the case has been delayed
while the parties attempt to reach a settlement.
On November 1, 2002, a former Company supplier filed suit in the United
States District Court for the District of Maryland, captioned Micronel Safety,
Inc. v. CCS International Ltd. seeking damages of $242,400 for breach of
contract to purchase certain products. CCS has denied the material allegations
of the plaintiff's claim and has raised affirmative defenses thereto. The
Company believes that it has valid defenses to the claim.
10
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(Unaudited)
7. Legal Matters (continued)
Litigation (continued)
- ----------------------
Pending Matters (continued)
- ---------------------------
On or about March 13, 2003, an action was commenced against CCS and its
subsidiary in the Circuit Court of the 11th Judicial Circuit, Miami-Dade County,
FL captioned Welcome Publishing Company, Inc. v. CCS International, Ltd. and
Counter Spy Shop of Mayfair Ltd., Inc. seeking damages of $140,430 for an
alleged breach of an advertising contract. CCS has denied the material
allegations of the plaintiff's claim and has raised affirmative defenses
thereto. The Company believes that it has valid defenses to the claim. A
non-binding mediation took place on October 9, 2003 during which the parties
discussed a settlement but were unable to reach an agreement.
The Company is also the defendant in 3 actions arising out of our
distributor agreements. On or about May 11, 2000 an action was commenced against
CCS in the Supreme Court, New York County, captioned Ergonomic Systems
Philippines Inc. v. CCS International Ltd. The plaintiff seeks to recover
$81,000, which was paid to CCS in connection with a distributorship agreement
between the parties, plus costs and interest. CCS has denied the material
allegations of the claim and has raised affirmative defenses thereto. The
Company believes that it has valid defenses to the claim.
On or about October 12, 2001, an action was commenced against CCS in the
United States District Court for the Southern District of New York, captioned
China Bohai Group Co., Ltd. and USA International Business Connections Corp. v.
CCS International, Ltd. The plaintiff seeks to recover $250,000 paid to CCS in
connection with a distributorship agreement between the parties, plus $5,000,000
of punitive damages and costs and interest. CCS has denied the material
allegations of the plaintiff's claim and has raised affirmative defenses
thereto. CCS has asserted a counterclaim seeking damages in the approximate
amount of $1,150,000 based upon the plaintiff's alleged breach of the parties'
distributorship agreement. The Company believes that it has valid defenses to
the claim.
On December 3, 2002 EHS Elektronik Sistemleri ("EHS") submitted a demand
for binding arbitration to the American Arbitration Association in NY, NY
claiming CCS breached a joint venture agreement it had entered into with CCS in
1994 and seeking a refund of the $200,000 it had paid to CCS. A hearing date has
been set for December 22 and 23, 2003. The Company believes that it has valid
defenses to the claim.
On July 1, 2002, the Company's London subsidiary, Counter Spy Shop of
Mayfair Limited ("CSS"), entered into an agreement to assume the business
operations of another UK corporation ("Predecessor") for nominal consideration.
The Predecessor is a defendant in ongoing litigation brought by a former
customer, who has sued for breach of a contract executed in 1998 and is seeking
a refund of approximately $293,000 in products and services purchased from the
Predecessor. Due to the business transfer, there is a possibility that the
plaintiff could name CSS as a defendant in the case. The Company, in
consultation with counsel, believes that the Predecessor has valid defenses to
the claim, and that CSS has valid defenses against any action that may be
brought against it.
11
SECURITY INTELLIGENCE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(Unaudited)
7. Legal Matters (continued)
Litigation (continued)
- ----------------------
Pending Matters
- ---------------
Given that litigation is subject to many uncertainties, it is not possible
to predict the outcome of the litigation pending against the Company. However,
it is possible that the Company's business, results of operations, cash flows or
financial position could be materially affected by an unfavorable outcome of
certain pending litigation in amounts in excess of those that the Company has
recognized. All such cases are being, and will continue to be vigorously
defended, and the Company believes that it has meritorious and valid defenses
against all such litigation, as well as a valid basis for appeal of any adverse
verdicts, should they result.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with the financial
statements and notes thereto of the Company. Such financial statements and
information have been prepared to reflect the Company's financial position as of
September 30, 2003 and June 30, 2003.
Historical results and trends should not be taken as indicative of future
operations. Management's statements contained in this report that are not
historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Actual results may differ materially from
those included in the forward-looking statements. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with
those safe harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations of
the Company, are generally identifiable by use of the words "believe," "expect,"
"intend," "anticipate," "estimate," "project," "prospects" or similar
expressions. The Company's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Information concerning the
Company and its business, including the risks faced by us described herein and
in our most recent annual report on Form 10-KSB could materially affect the
Company's financial results. The Company disclaims any obligation to update or
announce revisions to any forward-looking statements to reflect actual events or
developments.
Critical accounting policies
The Company prepares its financial statements in accordance with accounting
principles generally accepted in the United States of America. Preparing
financial statements in accordance with generally accepted accounting principles
requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. The following paragraphs
include a discussion of some of the significant accounting policies and methods
applied to the preparation of the Company's consolidated financial statements.
Review Note 1 to the financial statements for further discussion of significant
accounting policies.
12
Revenue recognition
The Company recognizes revenue from store sales upon the delivery of
merchandise to a customer. Non-refundable advance payments received under
marketing and distribution arrangements are deferred and either applied as
payments towards customer purchases made pursuant to the terms of the respective
agreements, or recognized as income at the termination of the agreement if
specified purchase quotas have not been met by the customer. Customer deposits
are initially recorded as liabilities and recognized as revenue when the related
goods are shipped.
Stock-based Compensation
The Company periodically grants stock options to employees in accordance
with the provisions of its stock option plans, with the exercise price of the
stock options being set at the closing market price of the common stock on the
date of grant. The Company accounts for stock-based compensation plans under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", and accordingly accounts for employee stock-based compensation
utilizing the intrinsic value method. FAS No. 123, "Accounting for Stock-Based
Compensation", establishes a fair value based method of accounting for
stock-based compensation plans. The Company has adopted the disclosure only
alternative under FAS No. 123, which requires disclosure of the pro forma
effects on earnings and earnings per share as if FAS No. 123 had been adopted as
well as certain other information. Stock options granted to non-employees are
recorded at their fair value, as determined in accordance with SFAS No. 123 and
Emerging Issues Task Force Consensus No. 96-18, and recognized over the related
service period. Deferred charges for options granted to non-employees are
periodically re-measured until the options vest.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation. Although it does not require use of
fair value method of accounting for stock-based employee compensation, it does
provide alternative methods of transition. It also amends the disclosure
provisions of SFAS No.123 and APB No. 28, Interim Financial Reporting, to
require disclosure in the summary of significant accounting policies of the
effects of an entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and interim
financial statements. SFAS No. 148's amendment of the transition and annual
disclosure requirements is effective for fiscal years ending after December 15,
2002. The amendment of disclosure requirements of APB No. 28 is effective for
interim periods beginning after December 15, 2002. We adopted SFAS No. 148 and
APB No.28 on January 1, 2003.
Income taxes
The Company uses the liability method to determine its income tax expense. Under
this method, deferred tax assets and liabilities are computed based on
differences between financial reporting and tax basis of assets and liabilities
and are measured using the enacted rates and laws that will be in effect when
the differences are expected to reverse. Deferred tax assets are reduced by a
valuation allowance if, based on the weight of the available evidence, it is
more likely than not that all or some portion of the deferred tax assets will
not be realized. The ultimate realization of the deferred tax asset depends on
the Company's ability to generate sufficient taxable income in the future.
RESULTS OF OPERATIONS - Three Months Ended September 30, 2003 and 2002
Revenues. Revenues for three months ended September 30, 2003 (the "2003
Quarter") were $936,686 a decrease of $80,525 or 7.9%, from revenues of
$1,017,211 for the three months ended September 30, 2002 (the "2002 Quarter").
The decrease is primarily a result of a decreased marketing effort caused by our
limited resources. In particular, we decreased our advertising and promotional
expenditures and attended fewer international trade shows. As long as we do not
have the resources to market our products effectively, we will have a difficult
time increasing our revenues. In addition, our financial condition and losses
may have affected the willingness of customers to purchase products from us.
Cost of Sales. Cost of sales decreased by $33,820 or 8.4%, to $367,370 in the
2003 Quarter from $401,190 in the 2002 Quarter. Cost of sales as a percentage of
product sales decreased to 39.2% in the 2003 Quarter from 39.4% in the 2002
Quarter reflecting an improvement in product mix.
13
Compensation and benefits. Compensation and benefits increased by $ 53,329, or
9.4% to $622,610 in the 2003 Quarter from $569,281 in the 2002 Quarter primarily
due to increased expenditures to enhance the infrastructure of the Company by
adding personnel to the marketing department and the sales department in
anticipation of increased sales which did not materialize. We anticipate this
trend of increased expenditures will continue in fiscal 2004 as we add
additional personnel to the sales department.
Professional fees and legal matters. Professional fees and legal matters
increased by $34,478, or 42.0% to $116,672 in the 2003 Quarter from $82,194 in
the 2002 Quarter. Based on a review of outstanding legal matters and unpaid
settlements, we have established, in consultation with outside counsel, reserves
for litigation costs that are probable and can be reasonable estimated. We can
provide no assurance, however, that such reserves will be sufficient to absorb
actual losses that may result from unfavorable outcomes. Moreover, it is
possible that the resolution of litigation contingencies will have a material
adverse impact on our consolidated financial condition, results of operations,
and cash flows. We also expect that we will continue to incur attorneys' fees
and the use of management resources to defend pending litigation and creditor
nonpayment claims during fiscal 2004.
Selling, general and administrative expenses. Selling, general and
administrative expenses decreased by $40,672, or 7.7% to $489,899 in the 2003
Quarter from $530,571 in the 2002 Quarter. The significant changes were
primarily due to (i) a decrease in advertising expense of $77,491, or 88.4% to
$10,223 in the 2003 Quarter from $87,714 in the 2002 Quarter, (ii) a decrease in
telephone expense of $13,859, or 30.0% to $32,989 in the 2003 Quarter from
$46,848 in the 2002 Quarter, due to lower rates charged by new service providers
and (iii) a decrease in shipping costs of $7,464, or 36.7% to $12,856 in the
2003 Quarter from $20,320 in the 2002 Quarter all partially offset by an
increase in amortization of deferred compensation relating to stock options we
have granted of $73,207.
Unrealized (gain) loss on financial guarantees. Unrealized (gain) loss on
financial guarantees is attributable to the increase or decrease in market value
relating to our price guarantees on common stock which we have issued in payment
of trade payables. Unrealized (gain) loss on financial guarantees decreased
$369,830, or 320.5% to a gain of $254,440 in the 2003 Quarter from a loss of
$115,390 in the 2002 Quarter.
Depreciation and amortization. Depreciation and amortization decreased by
$5,701, or 29.9% to $13,351 in the 2003 Quarter from $19,052 in the 2002 Quarter
primarily as a consequence of the certain assets becoming fully-depreciated in
fiscal 2003.
Interest expense. Interest expense increased by $3,367, or 20.6% to $19,681 in
the 2003 Quarter from $16,314 in the 2002 Quarter as a result of a continued
increase in the ordinary course of business of the Company's outstanding debt
obligations.
As a result of the forgoing, our net loss decreased by $278,324, or 38.9% to
$438,457, $.02 per share, in the 2003 Quarter from $716,781, $.04 per share, in
the 2002 Quarter as a result of the factors described above.
LIQUIDITY AND CAPITAL RESOURCES
We require significant working capital to fund our future operations. At
September 30, 2003 we had cash of $52,589 and a working capital deficit of
$5,661,658. The aggregate amount of accounts payable and accrued expenses at
September 30, 2003 was $3,444,091. As a result of our continuing losses, our
working capital deficiency has increased. We funded our losses through the
issuance of our common stock. We also utilized vendor credit and customer
deposits. Because we have not been able to pay our trade creditors in a timely
manner, we have been subject to litigation and threats of litigation from our
trade creditors and we have used common stock to satisfy our obligations to
trade creditors. In many instances when we issue common stock, we have provided
that if the stock does not reach a specified price level one year from issuance,
we will pay the difference between that price level and the actual price. As a
result, we have contingent obligations to our some of these creditors. With
respect to 510,000 shares of common stock issued during the fiscal 2003 and
2002, the market value of the common stock on September 30, 2003 was
approximately $42,953 less than the guaranteed price.
Our accounts payable and accrued expenses decreased from $3,563,776 at June 30,
2003 to $3,444,091 at September 30, 2003. This decrease consists of an increase
in the market value of our common stock held by trade creditors of $254,440
offset by an increase in other accounts payable and accrued expenses of $134,755
reflecting our inability to pay creditors currently. We also had customer
deposits and deferred revenue of $2,278,782 which relate to payments on orders
which had
14
not been filled at that date. We have used our advance payments to continue our
operations. If our vendors do not extend us necessary credit we may not be able
to fill current or new orders, which may affect the willingness of our clients
to continue to place orders with us.
We require substantial funds to support our operations. Since the completion of
the merger we have sought, and been unsuccessful, in our efforts to obtain
adequate funding for our business. Because of our losses, we are not able to
increase our borrowing. Our bank facility terminated on November 1, 2002 and to
date, we do not have any agreements with any replacement lender. Our failure to
obtain a credit facility with another lender could materially impair our ability
to continue in operation, and we cannot assure you that we will be able to
obtain the necessary financing. Our main source of funds other than the bank
facility has been from loans from our chief executive officer, customer deposits
and vendor credit. Because of both our low stock price and our losses, we were
not been able to raise funds through the sale of our equity securities in fiscal
2002 and 2003. During the 2003 Quarter our stock price increased and we raised
$525,000 resulting from the exercise of options to buy our common stock.
Management cannot provide any assurance that our stock price will increase or
remain at its current level or that we will be able to raise any more money
through the sale of our equity securities. We may not be able to obtain any
additional funding, and, if we are not able to raise funding, we may be unable
to continue in business. Furthermore, if we are able to raise funding in the
equity markets, our stockholders might suffer significant dilution and the
issuance of securities may result in a change of control. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include its attempts to settle
vendor payables wherever possible, a reduction in operating expenses, and
financing from the chief executive officer in the absence of other sources of
funds. Management cannot provide any assurance that its plans will be successful
in alleviating its liquidity concerns and bringing the Company to the point of
sustained profitability. The accompanying financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
Item 3. Controls and Procedures
Our chief executive officer and chief financial officer have supervised and
participated in an evaluation of the effectiveness of our disclosure controls
and procedures as of a date within 90 days of the date of this report, and,
based on their evaluations, they believe that our disclosure controls and
procedures (as defined in Rule 13a-14(c) of the Securities Exchange Act of 1934,
as amended) are designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. As a result of the evaluation,
there were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
PART II OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS OF FORM 8K
(a) Exhibit
None
(b) Reports on Form 8-K
None
15
SIGNATURES
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.
SECURITY INTELLIGENCE TECHNOLOGIES, INC.
By: /s/ Ben Jamil
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Ben Jamil, chief executive officer
By: /s/ Chris R. Decker
----------------------------------------
Chris R. Decker, chief financial officer
Date: November 19, 2003