UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September
30, 2015
Commission File Number 0-20734
e.Digital Corporation
(Exact name of registrant as specified in
its charter)
|
Delaware |
|
33-0591385 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Empl. Ident. No.) |
|
|
|
|
|
16870 West Bernardo Drive, Suite 120, San Diego, California |
|
92127 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(858) 304-3016
(Registrant’s telephone number, including
area code)
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 past 90 days. YES [X] NO [_]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, 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). [ X ] Yes [_] No
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 [_] |
|
Accelerated filer [_] |
|
Non-accelerated filer [_] (Do
not check if a smaller reporting company) |
|
Smaller reporting company [X] |
Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X]
As of November 3, 2015 a total of 293,678,330 shares of the
Registrant’s Common Stock, par value $0.001, were issued and outstanding.
e.DIGITAL CORPORATION
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
|
|
|
|
|
Condensed Consolidated Balance Sheets as of September 30, 2015 and March 31, 2015 |
3 |
|
|
|
|
Condensed Consolidated Statements of Operations for the three and six months ended
September 30, 2015 and 2014 |
4 |
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the six
months ended
September 30, 2015 and 2014 |
5 |
|
|
|
|
Notes to Interim Condensed Consolidated Financial Statements |
6 |
|
|
|
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations |
13 |
|
|
|
Item 4. Controls and Procedures |
19 |
PART I. FINANCIAL INFORMATION
Item 1. |
Legal Proceedings |
20
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
20 |
Item 3. |
Defaults Upon Senior Securities |
20 |
Item 4. |
Mine Safety Disclosures |
20 |
Item 5. |
Other Information |
20 |
Item 6. |
Exhibits |
21
|
SIGNATURES |
|
22 |
Part
I. Financial Information
Item
1. Financial Statements
e.Digital Corporation and subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
September 30, | | |
| |
| |
2015 | | |
March 31, | |
| |
(Unaudited) | | |
2015 | |
| |
$ | | |
$ | |
ASSETS | |
| | | |
| | |
Current | |
| | | |
| | |
Cash and cash equivalents | |
| 1,481,132 | | |
| 1,952,981 | |
Accounts receivable, net | |
| 8,761 | | |
| 11,218 | |
Inventory - net | |
| – | | |
| – | |
Deposits and prepaid expenses | |
| 39,806 | | |
| 42,538 | |
Total current assets | |
| 1,529,699 | | |
| 2,006,737 | |
Property, equipment and
intangibles, net of accumulated depreciation and amortization of $161,753 and $166,529, respectively | |
| 30,403 | | |
| 7,215 | |
Total assets | |
| 1,560,102 | | |
| 2,013,952 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current | |
| | | |
| | |
Accounts payable, trade | |
| 143,438 | | |
| 140,293 | |
Accrued and other liabilities | |
| 107,000 | | |
| 156,759 | |
Total current liabilities | |
| 250,438 | | |
| 297,052 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' equity | |
| | | |
| | |
| |
| | | |
| | |
Preferred stock, $0.001 par value; 5,000,000 shares
authorized
None issued and outstanding | |
| – | | |
| – | |
Common stock, $0.001 par value, authorized 350,000,000, 293,678,330 and
293,378,330 issued and outstanding, respectively | |
| 293,678 | | |
| 293,378 | |
Additional paid-in capital | |
| 82,998,169 | | |
| 82,931,048 | |
Accumulated deficit | |
| (81,982,183 | ) | |
| (81,507,526 | ) |
Total stockholders' equity | |
| 1,309,664 | | |
| 1,716,900 | |
| |
| | | |
| | |
Total liabilities and stockholders' equity | |
| 1,560,102 | | |
| 2,013,952 | |
See notes to interim
condensed consolidated financial statements
e.Digital Corporation and subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
For the three months ended | | |
For the six months ended | |
| |
September 30, | | |
September 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Revenues: | |
| $ | | |
| $ | | |
| $ | | |
| $ | |
Products and services | |
| 10,905 | | |
| 54,468 | | |
| 16,031 | | |
| 104,716 | |
Patent licensing | |
| 153,500 | | |
| 340,034 | | |
| 693,500 | | |
| 972,534 | |
| |
| 164,405 | | |
| 394,502 | | |
| 709,531 | | |
| 1,077,250 | |
| |
| | | |
| | | |
| | | |
| | |
Operating costs and expenses: | |
| | | |
| | | |
| | | |
| | |
Cost of revenues: | |
| | | |
| | | |
| | | |
| | |
Products and services | |
| 4,308 | | |
| 105,616 | | |
| 8,256 | | |
| 159,407 | |
Patent licensing and litigation costs | |
| 112,500 | | |
| 113,089 | | |
| 225,000 | | |
| 225,589 | |
Contingent legal fees and expenses | |
| 56,573 | | |
| 96,712 | | |
| 286,895 | | |
| 303,376 | |
Selling and administrative | |
| 260,158 | | |
| 176,717 | | |
| 481,183 | | |
| 363,487 | |
Research and related expenditures | |
| 85,248 | | |
| 75,224 | | |
| 182,854 | | |
| 167,808 | |
Total operating costs and expenses | |
| 518,787 | | |
| 567,358 | | |
| 1,184,188 | | |
| 1,219,667 | |
| |
| | | |
| | | |
| | | |
| | |
Operating loss before provision for income taxes | |
| (354,382 | ) | |
| (172,856 | ) | |
| (474,657 | ) | |
| (142,417 | ) |
Provision for income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss for the period | |
| (354,382 | ) | |
| (172,856 | ) | |
| (474,657 | ) | |
| (142,417 | ) |
Loss per common share - basic and diluted | |
| (0.00 | ) | |
| (0.00 | ) | |
| (0.00 | ) | |
| (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 293,621,265 | | |
| 293,328,330 | | |
| 293,507,292 | | |
| 293,328,330 | |
See notes to interim
condensed consolidated financial statements
e.Digital Corporation and subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
For the six months ended | |
| |
September 30, | |
| |
2015 | | |
2014 | |
OPERATING ACTIVITIES | |
| $ | | |
| $ | |
Net loss for period | |
| (474,657 | ) | |
| (142,417 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 1,969 | | |
| 2,584 | |
Inventory market and reserve adjustment | |
| – | | |
| 51,956 | |
Stock-based compensation | |
| 60,821 | | |
| 25,058 | |
Changes in assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 2,457 | | |
| 176,892 | |
Inventory | |
| – | | |
| 1,963 | |
Deposits and prepaid expenses | |
| 2,732 | | |
| 16,510 | |
Accounts payable, trade | |
| 3,145 | | |
| 37,037 | |
Accrued and other liabilities | |
| (49,759 | ) | |
| (111,693 | ) |
Cash provided by (used in) operating activities | |
| (453,292 | ) | |
| 57,890 | |
| |
| | | |
| | |
INVESTING ACTIVITIES | |
| | | |
| | |
Purchase of equipment and intangibles | |
| (25,157 | ) | |
| – | |
Cash used in investing activities | |
| (25,157 | ) | |
| – | |
| |
| | | |
| | |
FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from sale of common stock | |
| 6,600 | | |
| – | |
Cash provided by financing activities | |
| 6,600 | | |
| – | |
Net increase (decrease) in cash and cash equivalents | |
| (471,849 | ) | |
| 57,890 | |
Cash and cash equivalents, beginning of period | |
| 1,952,981 | | |
| 1,787,863 | |
Cash and cash equivalents, end of period | |
| 1,481,132 | | |
| 1,845,753 | |
See notes to interim condensed consolidated financial statements
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
e.Digital Corporation is a holding company incorporated under
the laws of Delaware that operates through a wholly-owned California subsidiary of the same name. The Company is developing and
marketing an intellectual property portfolio consisting of context and interpersonal awareness systems (“Nunchi®”
technology), advanced data security technologies (“microSignet™” technology), secure communication technologies
(“Synap™” technology) and other technologies.
Unaudited Interim Financial Statements
These
unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles
generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X which contemplates
the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. These
interim condensed consolidated financial statements do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial statements. In the opinion of management, the unaudited
consolidated financial statements reflect all adjustments considered necessary for a fair statement of the Company's financial
position at September 30, 2015, and the results of its operations and cash flows for the periods presented, consisting only of
normal and recurring adjustments. All significant intercompany transactions have been eliminated in consolidation. Operating results
for the six months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year
ending March 31, 2016. For further information, refer to the Company's consolidated financial statements and footnotes thereto
for the year ended March 31, 2015 filed on Form 10-K.
Liquidity / Going Concern
The Company has incurred significant historical losses and negative
cash flow from operations and has an accumulated deficit of $81,982,183 at September 30, 2015. Other than cash on hand, the Company
has no other sources of financing currently available as of September 30, 2015. The Company may incur additional losses in the
future until licensing or other revenues are sufficient to sustain continued profitability. Until the Company can demonstrate sustained
profitability, its ability to continue as a going concern is in doubt and may be dependent upon obtaining additional financing
in the future. There is no assurance that the Company will be successful in generating or raising funds, if necessary, to sustain
its operations for twelve months or beyond. Should the Company be unable to generate funds or obtain required financing, it may
have to curtail operations, which may have a material adverse effect on its financial position and results of operations. Uncertainty
as to the outcome of these factors raises substantial doubt about the Company’s ability to continue as a going concern. These
consolidated financial statements do not give effect to any adjustments that would be necessary should the Company be unable to
continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal
course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
Estimates
The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In April 2014, the FASB issued ASU No. 2014-08, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining
which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new
guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or
is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s
operations and financial results.” The new standard applies prospectively to new disposals and new classifications
of disposal groups as held for sale after the effective date. The amendment is effective for annual reporting periods beginning
after December 15, 2014 and interim periods within those annual periods. The Company adopted this guidance effective April
1, 2015 and expects, as a result, that the discontinuation of eVU entertainment services is not a major strategic shift and does
not have a significant impact on the Company's consolidated financial statements.
In May 2014, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which requires entities
to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires
additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts,
including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
The amendment is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual
periods. In response to stakeholders’ requests to defer the effective date, the Board issued ASU 2015-14, Revenue from
Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this Update defer the effective date
of Update 2014-09 for all entities by one year. Public entities should apply guidance in Update 2014-09 to annual reporting periods
beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted
only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting
period. The Company is currently evaluating the new standard.
In June 2014, the FASB issued ASU No. 2014-12, Compensation
– Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could
be Achieved after the Requisite Service Period. The guidance requires that a performance target that affects vesting, and that
could be achieved after the requisite service period, be treated as a performance condition. The guidance will be effective for
annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted.
The Company is currently evaluating the impact of this guidance, if any, on its consolidated financial statements.
In August 2014, the FASB issued ASU 2014-15, Presentation
of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as
a Going Concern. This ASU requires management to assess an entity's ability to continue as a going concern by incorporating
and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the ASU (1) provides a definition
of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles
for considering the mitigating effect of management's plans, (4) requires certain disclosures when substantial doubt is alleviated
as a result of consideration of management's plans, (5) requires an express statement and other disclosures when substantial doubt
is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued
(or available to be issued). This standard is effective for the fiscal years ending after December 15, 2016, and for annual periods
and interim periods thereafter. Early application is permitted. Since this guidance primarily addresses
certain disclosures to the financial statements, we anticipate no impact on our financial position, results of operations or cash
flows from adopting this standard. The Company is currently evaluating the new guidance to determine the impact it will
have on its consolidated financial statement disclosures.
In January 2015, the FASB issued ASU 2015-01, “Extraordinary
and Unusual Items,” eliminating the concept of extraordinary items for presentation on the face of the income statement.
Under the new standard, a material event or transaction that is unusual in nature, infrequent or both shall be reported as a separate
component of income from continuing operations. Alternatively, it may be disclosed in the notes to financial statements. The new
accounting guidance is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted
if applied from the beginning of a fiscal year. As applicable, this standard may change the presentation of amounts in the income
statements. The Company plans to adopt ASU 2015-01 effective April 1, 2016.
In July 2015, the FASB issued ASU 2015-11, “Simplifying
the Measurement of Inventory.” Under this ASU, inventory will be measured at the “lower of cost and net realizable
value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable
value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion,
disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is
effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied
prospectively. The Company is currently evaluating this guidance, including the period to adopt and the impact, if any, on its
consolidated financial statements.
Other Accounting Standards Updates not effective until after
September 30, 2015 are not expected to have a material effect on the Company’s financial position or results of operations.
3. LOSS PER SHARE
Basic loss per common share is computed by dividing loss for
the period by the weighted-average number of shares of common stock outstanding during the period. Diluted
loss per common share is computed by dividing loss attributable by the weighted-average number of shares of common stock outstanding
during the period increased to include the number of additional shares of common stock that would have been outstanding if the
potentially dilutive securities had been issued. Potentially dilutive securities included outstanding stock options. These
securities were not included in the computation of diluted loss per share for the periods because they are antidilutive or of no
effect, but they could potentially dilute earnings per share in future periods. There was no material
difference in basic and diluted loss per share or basic and diluted weighted average shares outstanding for the periods presented.
4. LIQUIDITY
The Company has not identified any trends or any known demands,
commitments, events or uncertainties that will result in or that are reasonably likely to result in a material increase or decrease
of liquidity. During the third quarter of fiscal 2015 the Company ceased marketing eVU products and accessories, but provided service
to one customer through September 30, 2015. The termination of eVU operations and the loss of eVU revenues did not have a material
impact on liquidity, results of operations or financial condition of the Company.
5. INVENTORIES
Inventory is recorded at the lower of cost or net realizable
value. The cost of substantially all the Company’s inventory is determined by the weighted average cost method. The
Company reserves for inventory that is obsolete or determined to be slow-moving and classifies the slow moving portion of inventory
as a long-term asset. The Company has ceased offering new eVU systems and accordingly has fully reserved inventory at September
30, 2015.
Inventories consisted of the following:
| |
September 30, | | |
March 31, | |
| |
2015 | | |
2015 | |
| |
$ | | |
$ | |
Raw materials | |
| 50,297 | | |
| 37,559 | |
Work in process | |
| – | | |
| 12,842 | |
Finished goods | |
| 29,512 | | |
| 29,512 | |
| |
| 79,809 | | |
| 79,913 | |
Reserve for obsolescence | |
| (79,809 | ) | |
| (79,913 | ) |
| |
| – | | |
| – | |
The foregoing is net of an aggregate lower-of-cost-or-market
inventory adjustment of $67,301 at September 30, 2015 and $70,858 at March 31, 2015. The Company has ceased offering new eVU systems
and accordingly has fully reserved inventory at September 30, 2015.
6. STOCK-BASED COMPENSATION COSTS
The Company
accounts for stock-based compensation under the provisions of ASC 718, Share-Based Payment and ASC 505-50, Equity-Based
Payments to Non-Employees. ASC 718 requires measurement of all employee stock-based awards using a fair-value method
and recording of related compensation expense in the consolidated financial statements over the requisite service period. Further,
as required under ASC 718, the Company estimates forfeitures for stock-based awards that are not expected to vest. The Company
recorded stock-based compensation in its consolidated statements of operations for the relevant periods as follows:
|
Three Months Ended | |
Six Months Ended | |
|
September 30, | |
September 30, | |
|
2015 | | |
2014 | |
2015 | | |
2014 | |
|
| $ | | |
| $ | |
| $ | | |
| $ | |
Research and development |
| 5,159 | | |
| 2,547 | |
| 10,488 | | |
| 5,094 | |
Selling and administrative |
| 24,653 | | |
| 9,982 | |
| 50,333 | | |
| 19,964 | |
Total stock-based compensation expense |
| 29,812 | | |
| 12,529 | |
| 60,821 | | |
| 25,058 | |
No stock options were granted during the three or six-month
periods ended September 30, 2015 and 2014.
As of September 30, 2015 total estimated compensation cost of
stock options granted but not yet vested was $57,870 and is expected to be recognized over the weighted average period of 1.0 years.
See Note 7 for further information on outstanding stock options.
7. STOCKHOLDERS’ EQUITY
The following table summarizes stockholders’ equity transactions
during the six-month period ended September 30, 2015:
| |
Common stock | |
Additional | |
Accumulated | |
Total stockholders' |
| |
Shares | |
Amount | |
paid-in capital | |
deficit | |
equity |
| |
| |
$ | |
$ | |
$ | |
$ |
Balance, April 1, 2015 | |
| 293,378,330 | | |
| 293,378 | | |
| 82,931,048 | | |
| (81,507,526 | ) | |
| 1,716,900 | |
Stock-based compensation | |
| – | | |
| – | | |
| 60,821 | | |
| | | |
| 60,821 | |
Shares issued on exercise of stock options | |
| 300,000 | | |
| 300 | | |
| 6,300 | | |
| – | | |
| 6,600 | |
Loss for the period | |
| – | | |
| – | | |
| – | | |
| (474,657 | ) | |
| (474,657 | ) |
Balance, September 30, 2015 | |
| 293,678,330 | | |
| 293,678 | | |
| 82,998,169 | | |
| (81,982,183 | ) | |
| 1,309,664 | |
Options
The following table summarizes stock option
activity for the period:
| | |
| | |
Weighted average | | |
Aggregate | |
| | |
Shares | | |
exercise price | | |
Intrinsic Value | |
| | | |
# | | |
$ | | |
$ | |
| Outstanding April 1, 2015 | | |
| 5,948,578 | | |
| 0.0670 | | |
| | |
| Granted | | |
| – | | |
| – | | |
| | |
| Exercised | | |
| (300,000 | ) | |
| 0.0220 | | |
| | |
| Canceled/expired | | |
| (50,000 | ) | |
| 0.1100 | | |
| | |
| Outstanding September 30, 2015 | | |
| 5,598,578 | | |
| 0.0687 | | |
$ | 22,799 | |
| Exercisable at September 30, 2015 | | |
| 4,578,578 | | |
| 0.0595 | | |
$ | 22,799 | |
| (1) | Options outstanding are exercisable at prices ranging from $0.022 to $0.11 and expire over the period
from 2015 to 2019. |
| (2) | Aggregate intrinsic value is based on the closing price of our common stock on September 30, 2015
of $0.0435 and excludes the impact of options that were not in-the-money. |
Share warrants
No warrants were outstanding at September
30, 2015 and September 30, 2014.
Since the Company has a net operating loss carryforward as of
September 30, 2015, no excess tax benefit for the tax deductions related to stock-based awards was recognized for the quarter ended
September 30, 2015. Additionally, no incremental tax benefits were recognized from stock options exercised during the quarter ended
September 30, 2015 that would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting
increase in net cash provided by financing activities.
8. FAIR VALUE MEASUREMENTS
Cash and cash equivalents are measured at fair value in the
Company’s consolidated financial statements. Accounts receivable are financial assets with carrying values that approximate
fair value due to the short-term nature of these assets. Accounts payable, and accrued and other liabilities are financial liabilities
with carrying values that approximate fair value due to the short-term nature of these liabilities. Effective April 1, 2008 the
Company adopted and follows ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) which established a
fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value. A financial instruments categorization within the hierarchy is based on the lowest level of input that
is significant to the fair value measurement.
The Company’s cash and cash equivalents are valued using
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs under ASC 820).
9. SEGMENT INFORMATION
ASC 280 Segment Reporting provides annual and interim
reporting standards for an enterprise’s business segments and related disclosures about its products, services, geographical
areas and major customers. The Company has two operating segments: (1) patent licensing and (2) products and services. Patent licensing
consists of intellectual property revenues from the Flash-R patent portfolio and products and services consist of sales of the
Company’s electronic eVU mobile entertainment device and related content services. During the third quarter of fiscal 2015
the Company ceased marketing eVU products and accessories but continued to provide services to one customer under an existing contract.
The Company terminated providing eVU services after the existing contract terms were complete in September 2015.
Accounting policies for each of the operating segments are the
same as on a consolidated basis.
Reportable segment information for the three and six months
ended September 30, 2015 and 2014 is as follows:
|
|
|
For the three months ended |
|
For the six months ended |
|
|
|
September 30, |
|
September 30, |
|
|
|
2015 |
2014 |
2015 |
2014 |
|
|
|
$ |
$ |
$ |
$ |
SEGMENT REVENUES: |
|
|
|
|
|
|
|
|
Products and services |
|
10,905 |
|
54,468 |
|
16,031 |
|
104,716 |
Patent licensing |
|
153,500 |
|
340,034 |
|
693,500 |
|
972,534 |
|
Total revenue |
|
164,405 |
|
394,502 |
|
709,531 |
|
1,077,250 |
|
|
|
|
|
|
|
|
|
|
SEGMENT COST OF REVENUES: |
|
|
|
|
|
|
|
|
Products and services |
|
4,308 |
|
105,616 |
|
8,256 |
|
159,407 |
Patent licensing and litigation costs |
|
112,500 |
|
113,089 |
|
225,000 |
|
225,589 |
Contingent legal fees and expenses |
|
56,573 |
|
96,712 |
|
286,895 |
|
303,376 |
|
Total cost of revenues |
|
173,381 |
|
315,417 |
|
520,151 |
|
688,372 |
|
|
|
|
|
|
|
|
|
|
RECONCILIATION: |
|
|
|
|
|
|
|
|
Segment income (loss) before corporate costs |
(8,976) |
|
79,085 |
|
189,380 |
|
388,878 |
Other corporate operating costs |
|
345,406 |
|
251,941 |
|
664,037 |
|
531,295 |
|
Operating (loss) before provision for income taxes |
|
(354,382) |
|
(172,856) |
|
(474,657) |
|
(142,417) |
The Company does not have significant assets
employed in the patent license segment and does not track capital expenditures or assets by reportable segment. Consequently it
is not practicable to show this information.
Revenue by geographic region is determined based on the location
of the Company’s direct customers or distributors for product sales and services. Patent license revenue is considered United
States revenue as payments are for licenses for United States operations irrespective of the location of the licensee’s home
domicile.
| |
For the three months ended | | |
For the six months ended | |
| |
September 30, | | |
September 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| $ | | |
| $ | | |
| $ | | |
| $ | |
United States | |
| 153,500 | | |
| 340,034 | | |
| 693,500 | | |
| 972,534 | |
International | |
| 10,905 | | |
| 54,468 | | |
| 16,031 | | |
| 104,716 | |
Total revenue | |
| 164,405 | | |
| 394,502 | | |
| 709,531 | | |
| 1,077,250 | |
Revenues from three licensees comprised 25%, 21% and 14% of
revenue for the six months ended September 30, 2015, with no other licensee or customer accounting for more than 10% of revenues.
Revenues from two licensees comprised 13%, and 12% of revenue for the six months ended September 30, 2014, with no other licensee
accounting for more than 10% of revenues. Accounts receivable from one customer comprised 100% of net accounts receivable at September
30, 2015. Accounts receivable from three customers comprised 56%, 30% and 10% of net accounts receivable at September 30, 2014.
10. COMMITMENTS AND CONTINGENCIES
Legal Matters
Intellectual Property Litigation
Beginning in fiscal year 2013 the Company commenced new rounds
of enforcement action with respect to its Flash-R patent portfolio, and as of September 30, 2015, had settled or dismissed all
complaints.
The Company commenced legal action with regard to its Nunchi
portfolio of patents in July 2014 and currently has two active complaints in the U.S. District Court for the Northern District
of California and one in the U.S. District Court for the Southern District of California.
Commitment Related to Intellectual Property Legal Services
In September 2012 the Company engaged Handal and Associates
(“Handal”) to provide IP legal services in connection with licensing and prosecuting claims of infringement of the
Company’s flash memory patent portfolio. Pursuant to a partial contingent fee arrangement, the Company is paying a monthly
retainer fee of $30,000 to Handal creditable against future contingency recoveries. Handal has agreed to advance related expenses
excluding experts and prior art search firms. The Company has agreed to pay Handal a fee ranging from 33-40% of any license fee
or settlement related to patent enforcement matters, less prior retainers and expenses. The Company may terminate the representation
at any time but would be obligated to pay fees and advances.
The Company remains obligated to pay contingency fees on certain
future Flash-R™ royalty payments from previous matters handled by Duane Morris LLP.
Facility Lease
In January 2012, the Company entered into a sixty-two month
facility lease for its corporate office location, commencing May 1, 2012, for approximately 3,253 square feet at 16870 West Bernardo
Drive, Suite 120, San Diego, California. The aggregate monthly payment is $6,831 excluding utilities and costs. The aggregate payments
adjust annually with maximum payments increasing to $7,157 in the forty-ninth through sixty-second months. Future lease commitments
at September 30, 2015 total $148,012. The Company recognizes rent expense by the straight-line method over the lease term. As of
September 30, 2015, deferred rent totaled $23,339.
Concentration of Credit Risk and Sources of Supply
Financial instruments that potentially subject the Company to
concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company maintains cash
and cash equivalent accounts with Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. Certain
of the Company’s accounts are each insured up to $250,000 by the FDIC. The Company’s exposure for amounts in excess
of FDIC insured limits at September 30, 2015 was approximately $1.24 million. The Company has not experienced any losses in such
accounts. The Company does not believe that it is subject to any unusual financial risk beyond the normal risk associated with
commercial banking relationships. The Company performs periodic evaluations of the relative credit standing of these financial
institutions. The Company has not experienced any significant losses on its cash equivalents.
Concentrations of credit risk with respect to trade accounts
receivable are limited due to the number and nature of customers comprising the Company’s customer base and their geographic
dispersion. The Company has not incurred any significant credit related losses.
The Company relies on one legal firm to represent it in patent
licensing and enforcement matters.
Guarantees and Indemnifications
The Company enters into standard indemnification agreements
in the ordinary course of business. Some of the Company’s product sales and services agreements include a limited indemnification
provision for claims from third parties relating to the Company’s intellectual property. Such indemnification provisions
are accounted for in accordance with ASC 450, Contingencies. The indemnification is generally limited to the amount paid
by the customer. To date, there have been no claims under such indemnification provisions.
Employee Benefit – 401K Plan
In September 2012, the Company adopted a defined contribution
plan (401(k)) covering its employees. Matching contributions are made on behalf of all participants, according to the Safe Harbor
provision. The Company matches 100% (dollar for dollar) on deferrals of up to 4% of employee compensation deferred. During the
six months ended September 30, 2015, the Company made matching contributions totaling $5,049.
11. INCOME TAXES
There is no provision for income taxes for the six months ended
September 30, 2015 and 2014 as the Company currently estimates its effective tax rate to be zero due to uncertainty of income in
future interim quarters of the current year and due to net operating loss carryforwards.
At September 30, 2015 and 2014, the Company had deferred tax
assets associated with federal net operating losses (“NOLs”), related state NOLs, foreign tax credits and certain Federal
and California research and development tax credits, but recorded a corresponding full valuation allowance as it is more likely
than not that some portion or all of the deferred tax assets will not be realized.
The Company records a liability for uncertain tax positions
when it is probable that a loss has been incurred and the amount can be reasonably estimated. At September 30, 2015,
the Company has no liabilities for uncertain tax positions.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS
WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED
AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW. SEE ALSO THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2015.
Cautionary Note on Forward Looking
Statements
In addition to the other information in this report, the factors
listed below should be considered in evaluating our business and prospects. This report contains a number of forward-looking statements
that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject
to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ
materially from historical results or those anticipated. In this report, the words “anticipates,” “believes,”
“expects,” “intends,” “future” and similar expressions identify forward-looking statements.
Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements,
to reflect events or circumstances that may arise after the date hereof.
General
We are a holding company incorporated
under the laws of Delaware that operates through a wholly-owned California subsidiary of the same name. We are developing and marketing
intellectual property consisting of context and interpersonal awareness systems (“Nunchi” technology), advanced
data security technologies (“microSignet” technology), secure communications technologies (“Synap” technology),
and other technologies. We previously also provided eVU® mobile entertainment services
to our travel industry customers, however we ceased eVU services in the third quarter of fiscal
2015 with the exception of one remaining contract, completed in September 2015.
We report two operating segments:
(1) patent licensing and enforcement and (2) products and services. Our patent licensing and enforcement revenue consists
of intellectual property revenues from our patent portfolio. Our products and services revenue has been derived from the sale of
eVU products and accessories to customers, warranty and technical support services and content integration fees and related services.
During the third quarter of fiscal 2015 we ceased marketing eVU products and accessories but continued to provide services to one
customer under an existing contract, ending in September 2015. We have now terminated providing eVU services, effectively ending
this segment’s operations.
Licensing and Patent Enforcement Activities
We are commercializing our patent portfolios through licensing
and we are aggressively pursuing enforcement by litigating against targeted parties that we believe are infringing our patents.
We commenced legal enforcement actions in 2007 and since September 2012, the law firm of Handal and Associates has been handling
our Patent Enforcement Matters on a partial contingent fee basis.
Beginning in fiscal 2013 we commenced new rounds of enforcement
actions with respect to our patent portfolios by filing complaints in the U.S. District Court for the Southern District of California,
asserting that products made and sold by the defendant companies infringe our U.S. patents. Currently, we have active lawsuits
filed against parties believed to infringe patents covering the use of our Nunchi technologies.
Flash-R Technology Licensing – Flash-R
litigation created awareness of the Company’s intellectual property among household named companies. The Company sought licenses
through patent enforcement actions from 109 companies and related distributors, with 81 agreeing to license terms through September
30, 2015. Three of the patents in the Flash-R portfolio expired in 2014, and the remaining two patents expire in March 2016. As
of November 1, 2015, we are not pursuing additional enforcement and no open cases remain.
Nunchi Technology Enforcement - We commenced
legal action with regards to our Nunchi portfolio of patents in July 2014. We currently have two active complaints in the U.S.
District Court for the Northern District of California and one active complaint in the U.S. District for the Southern District
of California. We expect to file future complaints against additional companies.
MicroSignet Technology - We are seeking to
license our MicroSignet technology and to date have not commenced any legal actions, but may do so in the future.
Synap Technology – Synap technology
enables applications to achieve the highest levels of security; protecting user communications, user data, online transactions,
and physical security. Using sensor technology, it allows separate devices to independently construct large volumes of the same
secure data internally, without ever having to exchange secure data between the devices. We are seeking to license our Synap technology
and to date have not commenced any legal actions, but may do so in the future.
While we expect to file future complaints against additional
companies and license additional companies, there can be no assurance of the timing or amounts of any related license revenue.
We continue to develop additional intellectual property in the areas of context and interpersonal awareness systems, advanced data
security, and secure communications technologies, as well as explore new technologies for possible development or licensing. For
further information on our technologies and our patent portfolio and related licensing activities, refer to “Item 1 –
Business” of our Annual Report on Form 10-K for the year ended March 31, 2015.
Our business is high risk in nature. There can be no assurance
we can achieve sufficient patent license or other revenues to sustain profitability. We continue to be subject to the risks normally
associated with introducing new technologies, including unforeseeable expenses, delays and complications. Accordingly, there is
no guarantee that we can or will report operating profits in future periods.
Overall Performance and Trends
We focused significant efforts on developing, licensing and
enforcing our patent portfolio during the last two fiscal years and during our current fiscal year.
We have successfully completed three rounds of enforcement litigation
and are in the process of additional enforcement actions. There is a reluctance of patent infringers to negotiate and ultimately
take a patent license without at least the threat of legal action. However, the majority of patent infringement contentions settle
out of court, based on the strength of the patent claims, validity, and persuasive evidence and clarity that the patent is being
infringed. We believe we are building a track record of demonstrating the strength, validity and clarity of our patent claims that
can result in significant future revenues from our patent portfolio.
Our eVU IFE business continued to decline in the fiscal year
ended March 31, 2015 (fiscal 2015) primarily due to increased competition from personal devices. During the third quarter of fiscal
2015 (December 31, 2014), we ceased marketing eVU products and accessories, but continued to provide services to one customer until
the contract terminated September 30, 2015.
We reported a loss for the second quarter of fiscal 2016. Revenues
and profits have been sporadic in prior periods and we have incurred significant historical losses and negative cash flow from
operations. We may incur losses in the future unless or until licensing or other revenues are sufficient to sustain continued profitability.
For the six months ended September 30, 2015:
| · | We recognized a net loss of $474,657 compared to a net loss before
income taxes of $142,417 for the comparable six month period of the prior fiscal year. The difference in results was attributable
to decreased license revenues due a reduced number of new license agreements. |
| · | Our revenues from products and services were $16,031 for the first
half of fiscal 2016 with $693,500 patent license revenue. This compares to $104,716 product and service revenue for the prior year’s
first half and $972,534 patent license revenue. |
| · | Operating costs and expenses decreased to $1,184,188 in the six months
ended September 30, 2015 compared to $1,219,667 in the comparable period prior primarily due to decreased patent license and litigation
costs. |
Management faces challenges and risks for the remainder of fiscal
2016 to execute our plan to monetize our technologies. These challenges include, but are not limited to, successful execution of
our legal and licensing enforcement strategy in an uncertain and changing legal and regulatory environment related to patent infringement.
The failure to obtain additional patent license revenues could have a material adverse impact on our operations. Our patent licensing
business is subject to significant risks discussed herein and in our Annual Report on Form 10-K and is subject to uncertainties
as to the timing and amount of future license revenues, if any.
Our monthly cash operating costs average approximately $131,000
per month. However, we may increase expenditure levels in future periods to support and expand our revenue opportunities and continue
advanced technology research and development. Our quarterly results are highly dependent on the timing and amount of licensing
fees and accordingly quarterly results can vary dramatically from period to period. As a result of this and other factors, past
results and expenditure levels may not be indicative of future quarters. Our ability to continue as a going concern is in doubt
and is dependent upon achieving a profitable level of operations and if necessary obtaining additional financing.
Critical Accounting Policies
The discussion and analysis
of our financial condition and results of operations is based upon our consolidated financial statements located in Item 1
of Part I, “Financial Statements,” and in Management’s Discussion and Analysis of Financial Condition and Results
of Operations in our Annual Report on Form 10-K for the year ended March 31, 2015. The preparation
of these financial statements prepared in accordance with accounting principles generally accepted in the United States requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including but not
limited to those related to revenue recognition, bad debts, inventory valuation, intangible assets, financing operations, stock-based
compensation, fair values, income taxes, contingencies and litigation. We base our estimates on historical experience
and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.
We believe that, of the significant accounting policies discussed
in our consolidated financial statements, the following accounting policies require our most difficult, subjective or complex judgments:
|
· |
revenue recognition; |
|
· |
stock-based
compensation expense; |
|
|
· |
income taxes; and |
|
|
· |
inventory reserve |
|
|
|
|
|
|
|
Historically, our assumptions, judgments and estimates
relative to our critical accounting policies have not differed materially from actual results. There were no significant changes
or modification of our critical accounting policies and estimates involving management valuation adjustments affecting our results
for the six months ended September 30, 2015. For further information on our critical accounting policies, refer to Note 2 to the
consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2015.
Results of Operations
Three months ended September
30, 2015 compared to the three months ended September 30, 2014
|
Three Months Ended September 30, | |
| | |
| |
|
2015 | | |
% of | | |
2014 | | |
% of | |
Change | |
|
| Dollars | | |
| Revenue | | |
| Dollars | | |
| Revenue | |
| Dollars | | |
| % | |
Revenues: |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
Products and services |
| 10,905 | | |
| 7% | | |
| 54,468 | | |
| 14% | |
| (43,563 | ) | |
| (80% | ) |
Patent licensing |
| 153,500 | | |
| 93% | | |
| 340,034 | | |
| 86% | |
| (186,534 | ) | |
| (55% | ) |
|
| 164,405 | | |
| 100% | | |
| 394,502 | | |
| 100% | |
| (230,097 | ) | |
| (58% | ) |
Operating costs and expenses: |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
Cost of revenues: |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
Products and services |
| 4,308 | | |
| 3% | | |
| 105,616 | | |
| 27% | |
| (101,308 | ) | |
| (96% | ) |
Patent licensing and litigation costs |
| 112,500 | | |
| 68% | | |
| 113,089 | | |
| 29% | |
| (589 | ) | |
| (1% | ) |
Contingent legal fees and expenses |
| 56,573 | | |
| 34% | | |
| 96,712 | | |
| 25% | |
| (40,139 | ) | |
| (42% | ) |
Selling and administrative |
| 260,158 | | |
| 158% | | |
| 176,717 | | |
| 45% | |
| 83,441 | | |
| 47% | |
Research and development |
| 85,248 | | |
| 52% | | |
| 75,224 | | |
| 19% | |
| 10,024 | | |
| 13% | |
|
| 518,787 | | |
| 315% | | |
| 567,358 | | |
| 145% | |
| (48,571 | ) | |
| (9% | ) |
Operating (loss) before provision for income taxes |
| (354,382 | ) | |
| (216% | ) | |
| (172,856 | ) | |
| (44% | ) |
| (181,526 | ) | |
| 105% | |
Loss Before Income Taxes
We reported a net loss before income taxes of $354,382 for the
three months ended September 30, 2015 compared to a net loss before income taxes of $172,856 for the comparable period of the prior
year due primarily to decreased patent license settlements in the current period.
Revenues
Revenues decreased during the
second fiscal quarter of 2016 compared to the same quarter of the prior fiscal year due to a reduced number of new license arrangements.
We experienced reduced product and service revenues due to exiting the eVU business.
License fee revenues recognized fluctuate significantly from
period to period primarily based on the following factors:
|
· |
the dollar amount of agreements executed each period, which is primarily driven by the magnitude of infringement associated with a specific licensee; |
|
· |
the specific terms and conditions of agreements executed each period and the periods of infringement contemplated by the respective payments; and |
|
· |
fluctuations in the number of agreements executed. |
In the future the following additional factors could also impact
revenue variability:
| · | fluctuations in the sales results or other royalty per unit activities
of our licensees that impact the calculation of license fees due; |
| · | the timing of the receipt of periodic license fee payments and/or
reports from licensees. |
We are targeting new patent licensees and our results will continue
to be dependent on the timing and amount of future patent licensing arrangements, if any.
Operating Costs and Expenses
Operating
costs and expenses include cost of revenues associated with products and services, and costs associated with our patent
licensing and enforcement activities including contingent and non-contingent litigation costs and related enforcement support costs.
For the three months ended September 30, 2015, operating costs and expenses decreased by $48,571 compared to the same period in
the prior year.
Patent
licensing legal costs related to patent enforcement were $112,500 for the three months ended September 30, 2015 which is consistent
with the prior year’s second quarter. Non-contingent licensing and litigation costs and related enforcement support
costs may be incurred without any directly related revenues in a respective period. Generally contingent costs relate to revenues
during a respective period but can vary depending on our share of certain costs and expenses.
Contingent legal fees and expenses related
to patent enforcement were $56,573 for the three months ended September 30, 2015 and $96,712 for the three months ended September
30, 2014.
Cost of revenues associated with products
and services decreased from $105,616 in the prior year’s second quarter to $4,308 in the current year due to the Company’s
decision to exit the eVU business in the third quarter of fiscal 2015.
Selling and administrative costs for the three months ended
September 30, 2015 increased by $83,441 compared to the same period in the year prior. The current period includes $54,687 for
annual meeting costs with no comparable expense in the same period of the prior year. The current year’s second quarter included
$24,653 for noncash stock-based compensation expense as compared to $9,982 in the same period of the prior year.
Research and related expenses increased by $10,024 primarily
due to a $23,134 increase in patent related legal fees, offset by a $17,002 decrease in salaries and related benefits expenses
in the current year as compared to the same period in the prior year. The current year’s second quarter included $5,159 for
noncash stock-based compensation expense as compared to $2,547 in the prior period. Research and related expenses can vary significantly
from quarter to quarter based on the allocation of time spent by personnel who work on both revenue producing service and repair
projects, on patent related costs and on internal research projects. Such expenses also vary based on decisions made regarding
outside engineering and consulting.
Income (Loss)
Net loss for the three months ended September 30, 2015 was $354,382.
The net loss for the prior comparable first quarter was $172,856.
Six months ended September 30, 2015 compared to the six months
ended September 30, 2014
|
Six Months Ended September 30, | |
| | |
| |
|
2015 | | |
% of | | |
2014 | | |
% of | |
Change | |
|
| Dollars | | |
| Revenue | | |
| Dollars | | |
| Revenue | |
| Dollars | | |
| % | |
Revenues: |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
Product and services |
| 16,031 | | |
| 2% | | |
| 104,716 | | |
| 10% | |
| (88,685 | ) | |
| (85% | ) |
Patent licensing |
| 693,500 | | |
| 98% | | |
| 972,534 | | |
| 90% | |
| (279,034 | ) | |
| (29% | ) |
|
| 709,531 | | |
| 100% | | |
| 1,077,250 | | |
| 100% | |
| (367,719 | ) | |
| (34% | ) |
Operating costs and expenses: |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
Products and services |
| 8,256 | | |
| 1% | | |
| 159,407 | | |
| 15% | |
| (151,151 | ) | |
| (95% | ) |
Patent licensing and litigation costs |
| 225,000 | | |
| 32% | | |
| 225,589 | | |
| 21% | |
| (589 | ) | |
| (0% | ) |
Contingent legal fees and expenses |
| 286,895 | | |
| 40% | | |
| 303,376 | | |
| 28% | |
| (16,481 | ) | |
| (5% | ) |
Selling and administrative |
| 481,183 | | |
| 68% | | |
| 363,487 | | |
| 34% | |
| 117,696 | | |
| 32% | |
Research and related |
| 182,854 | | |
| 26% | | |
| 167,808 | | |
| 16% | |
| 15,046 | | |
| 9% | |
|
| 1,184,188 | | |
| 167% | | |
| 1,219,667 | | |
| 114% | |
| (35,479 | ) | |
| (3% | ) |
Operating (loss) before provision for income taxes |
| (474,657 | ) | |
| (67% | ) | |
| (142,417 | ) | |
| (13% | ) |
| (332,240 | ) | |
| 233% | |
Loss Before Income Taxes
The loss before income taxes of $474,657 for the six months
ended September 30, 2015 was primarily the result of decreased patent licensing revenues and decreased revenue from products and
services.
Revenues
Revenues decreased during the
most recent six months compared to the same period of the prior fiscal year due to the decrease in patent license revenue from
$972,534 to $693,500. Product and service revenues decreased due to exiting the eVU business.
While we expect additional patent licenses in future periods,
there can be no assurance of the timing or amounts of future license revenues.
Operating Costs and Expenses
Operating
costs and expenses include cost of revenues associated with products and services, and costs associated with our patent
licensing and enforcement activities including contingent and non-contingent litigation costs and related enforcement support costs.
For the six months ended September 30, 2015, operating costs and expenses decreased by $35,479 compared to the same period in the
prior year primarily due to a $151,151 decrease in products and services costs, offset by a $117,696 increase in selling and administrative
costs.
Patent
licensing legal costs related to patent enforcement were $225,000 for the six months ended September 30, 2015, comparable to the
amount for the same period in the prior year. Non-contingent licensing and litigation costs and related enforcement support
costs may be incurred without any directly related revenues in a respective period. Generally contingent costs relate to revenues
during a respective period but can vary depending on our share of certain costs and expenses.
Selling and administrative costs for the six months ended September
30, 2015 increased by $117,696 compared to the same period in the year prior. The current prior period includes $54,687 for annual
meeting costs with no comparable expense in the same period of the prior year. The current period includes $50,333 in noncash stock-based
compensation expense, compared to $19,964 in the same period of the prior year.
Research and related expenses for the six months ended September
30, 2015 increased by $15,046 compared to the same period in the prior year. The increase is primarily due to a $30,511 increase
in patent related legal fees, offset by a $21,786 decrease in salaries and related benefits in the current period as compared to
the same period of the prior year. The current period includes $10,488 in noncash stock-based compensation expense, compared to
$5,094 for the same period of the prior year. Research and related expenses can vary significantly from quarter to quarter based
on the allocation of time spent by personnel who work on both revenue producing service and repair projects, on patent related
costs and on internal research projects. Such expenses also vary based on decisions made regarding outside engineering and consulting.
Liquidity and Capital Resources
At September 30, 2015, we had working capital of $1,279,261
compared to working capital of $1,709,685 at March 31, 2015. At September 30, 2015 we had cash on hand of $1,481,132.
Operating Activities
Cash used in operating activities was $453,292 for the six months
ended September 30, 2015. Cash used in operating activities included the net loss of $474,657 decreased by net non-cash expenses
of $62,790 primarily consisting of stock based compensation of $60,821. A major component reducing operating cash was a decrease
of $49,759 in accrued and other liabilities.
Cash provided by operating activities was $57,890 for the six
months ended September 30, 2014. The net loss of $142,417 decreased by net non-cash expenses of $79,957 used operating cash. Major
components providing operating cash were a decrease of $176,892 in accounts receivable, a decrease of $53,919 in inventory including
reserve adjustments of $51,596, and an increase of $37,037 in accounts payable. A major component reducing operating cash was a
decrease of $111,693 in accrued and other liabilities.
Patent license payments are normally due at signing of the license
or within 30-45 days of settlement or end of royalty reporting period.
Individual working capital components can change dramatically
from period to period due to timing of licensing and services and corresponding receivable, inventory and payable balances. Accordingly
operating cash requirements vary significantly from period to period.
Investing Activities
We invested $25,157 in computer equipment and website costs.
The Company’s efforts are primarily on operations and currently we have no significant investing capital needs. We have no
commitments requiring investment capital.
Financing Activities
We received $6,600 of proceeds from stock option exercises during
the six months ended September 30, 2015. There were no cash financing activities during the six months ended September 30, 2014.
Debt and Other Commitments
We
currently have no debt outstanding other than trade payables and accruals. At
September 30, 2015 we had no significant purchase commitments for product and components.
We have future lease commitments on our current facility as
more fully described in our accompanying interim condensed consolidated financial statements.
Our legal firm, Handal and Associates, provides IP legal services
in connection with licensing and prosecuting claims of infringement of our flash memory patent portfolio. Pursuant to a partial
contingent fee arrangement, we are paying a monthly retainer fee of $30,000 to Handal creditable against future contingency recoveries.
Handal has agreed to advance related expenses excluding experts and prior art search firms. We have agreed to pay Handal a fee
ranging from 33% to 40% of any license fee or settlement related to Patent Enforcement Matters, less prior retainers and expenses.
We may terminate the representation at any time but would be obligated to pay fees and advances.
The Company remains obligated to pay contingency fees on certain
future Flash-R™ royalty payments from previous matters handled by Duane Morris LLP.
Cash Requirements
Other than cash on hand and
accounts receivable, we have no material unused sources of liquidity at this time. Our monthly cash operating
costs average approximately $131,000 per month. Assuming no new license revenues and current expenditure levels we would require
approximately $1.57M to fund operations for the next twelve months. We believe we may be able to obtain additional funds from
future patent licensing but the timing of licenses are subject to many factors and risks, many outside our control. We may
also increase expenditure levels in future periods to support and expand our revenue opportunities and continue advanced technology
research and development. Actual results could differ significantly from past results and management
plans.
Since we have not demonstrated sustainable profitability, our
company’s ability to continue as a going concern is in doubt and is dependent upon achieving sustained profitability and
if necessary obtaining additional financing. We currently have no plans, arrangements or understandings regarding any acquisitions.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are
designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the relationship
between the benefit of desired controls and procedures and the cost of implementing new controls and procedures.
We carried out an evaluation under the supervision and with
the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of September 30, 2015, the end of the period covered by this
report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls
and procedures were effective at the reasonable assurance level in ensuring that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Commission's rules and forms.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial
reporting during our fiscal quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses
constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies
which may be identified during this process.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company engages in litigation from time to time as part
of our patent portfolio licensing and enforcement activities. In fiscal 2013 we commenced new enforcement actions with respect
to our Flash-R patent portfolio by filing complaints in the U.S. District Court for the Southern District of California, asserting
that products made and sold by the defendant companies infringe our U.S. patents. As of September 30, 2015, all cases have been
settled or dismissed.
We commenced legal action with regard to our Nunchi portfolio
of patents in July 2014 and we currently have two active complaints in the U.S. District Court for the Northern District of California
and one active complaint in the U.S. District Court for the Southern District of California.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Mine Safety Disclosures
NONE
Item 5. Other Information
(a) NONE
(b) NONE
Item 6. Exhibits
Exhibit 31.1 – Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Alfred H. Falk, President and CEO (Principal
Executive Officer).
Exhibit 31.2 – Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by MarDee Haring-Layton (Chief Financial Officer).
Exhibit 32.1 – Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Alfred H. Falk, President and CEO (Principal
Executive Officer) and MarDee Haring-Layton (Chief Financial Officer).
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Extensible Business Reporting Language (XBRL) Exhibits* |
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101.INS |
XBRL Instance Document* |
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101.SCH |
XBRL Taxonomy Extension Schema Document* |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document* |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document* |
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101.LAB |
XBRL Taxonomy Extension Labels Linkbase Document* |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document* |
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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.
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e.DIGITAL CORPORATION |
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By: |
/s/ ALFRED H. FALK |
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Alfred H. Falk, President and Chief Executive Officer |
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By: |
/s/ MARDEE HARING-LAYTON |
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MarDee Haring-Layton, Chief Financial Officer |
Date: November 12, 2015
Exhibit 31.1
CERTIFICATION
I, Alfred H. Falk, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of e.Digital Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: November 12, 2015
/s/ ALFRED H. FALK |
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Alfred H. Falk |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Exhibit 31.2
CERTIFICATION
I, MarDee Haring-Layton, certify
that:
| 1. | I have reviewed this quarterly report on Form 10-Q of e.Digital Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: November 12, 2015
/s/ MARDEE HARING-LAYTON |
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MarDee Haring-Layton |
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Chief Financial Officer |
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(Principal Accounting Officer)
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Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
Each of the undersigned hereby certifies, in accordance with
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his or her capacity as an officer of e.Digital
Corporation (the "Company"), that, to his or her knowledge, the Quarterly Report of the Company on Form 10-Q for the
period ended September 30, 2015, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition
and results of operation of the Company.
Date: November 12, 2015
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/s/ ALFRED H. FALK |
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Alfred H. Falk, |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: November 12, 2015
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/s/ MARDEE HARING-LAYTON |
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MarDee Haring-Layton |
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Chief Financial Officer |
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(Principal Financial Officer) |
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