Notes to Condensed
Consolidated Financial Statements
Three months ended
March 31, 2016 and 2015
(Unaudited)
Note 1 – Nature of the Business
Rightscorp, Inc., a Nevada corporation (the
“Company”) was organized under the laws of the State of Nevada on April 9, 2010, and its fiscal year end is December
31. The Company is the parent company of Rightscorp, Inc., a Delaware corporation formed on January 20, 2011 (“Rightscorp
Delaware”). On October 25, 2013, the Company acquired Rightscorp Delaware in a transaction treated as a reverse acquisition,
and the business of Rightscorp Delaware became the business of the Company.
The Company has developed products and intellectual
property rights relating to providing data and analytics regarding copyright infringement on the Internet. The Company is dedicated
to the vision that digital creative works should be protected economically so that the next generation of great music, movies,
video games and software can be made and their creators can prosper. The Company has a patent-pending, proprietary method for
gathering and analyzing infringement data and for solving copyright infringement by collecting payments from illegal downloaders
via notifications sent to their ISP’s.
Note 2 – Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2016.
The condensed consolidated balance sheet at
December 31, 2015, has been derived from the audited consolidated financial statements of that date but does not include all of
the information and footnotes required by generally accepted accounting principles for complete financial statements.
For further information, refer to the consolidated
financial statements and footnotes thereto included in Rightscorp, Inc.’s annual report on Form 10-K for the year ended
December 31, 2015.
Going Concern
The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial
statements, during the three months ended March 31, 2016, the Company incurred a net loss of $784,180, used cash in operations
of $512,670, and at March 31, 2016, the Company had a stockholders’ deficiency of $2,098,140. These factors raise substantial
doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered
public accounting firm, in its report on the Company’s December 31, 2015 financial statements, has raised substantial doubt
about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going concern.
At March 31, 2016, the Company had cash on
hand in the amount of $180,344. On February 22, 2016, the Company sold to accredited investors an aggregate of 10,000,000 shares
of its common stock and warrants to purchase 10,000,000 shares of common stock for total proceeds of $500,000 (See Note 6). Management
believes that our existing cash on hand will be sufficient to fund our operations into the second quarter of 2016, however, management
believes that the Company will need to raise at least another $1,000,000 in 2016 to fund operations. In order to continue as a
going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among
other things, additional capital resources. Management’s plans to continue as a going concern include raising additional
capital through borrowings and the sale of common stock. No assurance can be given that any future financing will be available
or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional
financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for
our stock holders, in case of an equity financing.
Principles of Consolidation
The financial statements include the accounts
of Rightscorp Inc., and its wholly-owned subsidiary Rightscorp Delaware. Intercompany balances and transactions have been eliminated
in consolidation.
Use of Estimates
The preparation of the 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 disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Significant estimates include accounting for potential
liabilities, and the assumptions made in valuing share-based instruments issued for services, and derivative liabilities. Actual
results could differ from those estimates.
Revenue
The Company provides a service to copyright
owners under which copyright owners retain the Company to identify and collect settlement payments from Internet users who have
infringed on their copyrights. Revenue is recognized when the Company collects a settlement fee which acts as a waiver of the
infringement. Generally, the Company has agreed to remit 50% of such collections to the copyright holder.
Stock-Based Compensation
The Company periodically grants stock options
and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company
accounts for stock option and stock warrant grants to employees based on the authoritative guidance provided by the Financial
Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period.
The Company accounts for stock option and stock warrant grants to non-employees in accordance with the authoritative guidance
of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement
date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance
to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting
period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee,
option or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the
measurement date.
The fair value of the Company’s common
stock option and warrant grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related
to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation
expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience.
The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future
periods.
Fair Value of Financial Instruments
Under current accounting guidance, fair value
is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable,
willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based
on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are
not available, valuation models are applied. A fair value hierarchy prioritizes the inputs used in measuring fair value into three
broad levels as follows:
Level 1 – Quoted prices in active markets
for identical assets or liabilities.
Level 2 – Inputs, other than the quoted
prices in active markets, are observable either directly or indirectly.
Level 3 – Unobservable inputs based
on the Company’s assumptions.
The Company is required to use observable
market data if such data is available without undue cost and effort. As of March 31, 2016, the amounts reported for cash, accrued
liabilities and accrued interest approximated fair value because of their short-term maturities.
Derivative liabilities of $1,028,483 and $1,210,430
were valued using Level 2 inputs as of March 31, 2016 and December 31, 2015, respectively.
Basic and diluted loss per share
Basic loss per share is computed by dividing
net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted
loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common
shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common
shares had been issued. Potential common shares are excluded from the computation when their effect is anti-dilutive.
At March 31, 2016 and 2015, the dilutive impact
of outstanding stock options for 970,000 and 360,000 shares, respectively, and outstanding warrants for 53,310,140 and 22,450,140
shares, respectively, have been excluded because their impact on the loss per share is anti-dilutive.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive
revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and
replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize
revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require 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. ASU
2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual
reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to
the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process
of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.
In February 2016, the FASB issued Accounting
Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease
liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual
reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach
is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative
period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating
the expected impact that the standard could have on its financial statements and related disclosures.
Other recent accounting pronouncements issued
by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities
and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or
future consolidated financial statements.
Note 3 – Fixed Assets
As of March 31, 2016 and December 31, 2015,
fixed assets consisted of the following:
|
|
March
31, 2016
|
|
|
December
31, 2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Computer
equipment and fixtures
|
|
$
|
312,756
|
|
|
$
|
312,756
|
|
Accumulated
depreciation
|
|
|
(193,052
|
)
|
|
|
(170,236
|
)
|
Fixed
assets, net
|
|
$
|
119,704
|
|
|
$
|
142,520
|
|
Depreciation and amortization expense for
the three months ended March 31, 2016 and March 31, 2015 was $22,816 and $29,356, respectively.
Note 4 – Accounts Payable and Accrued
Liabilities
As of March 31, 2016 and December 31, 2015,
accounts payable and accrued liabilities consisted of the following:
|
|
March
31, 2016
|
|
|
December
31, 2015
|
|
|
|
(Unaudited)
|
|
|
|
|
Accounts
payable
|
|
$
|
710,251
|
|
|
$
|
683,488
|
|
Due to copyright
holders
|
|
|
441,451
|
|
|
|
414,688
|
|
Accrued settlement
|
|
|
200,000
|
|
|
|
200,000
|
|
Accrued payroll
|
|
|
62,908
|
|
|
|
62,908
|
|
Insurance
premium financing payable
|
|
|
25,989
|
|
|
|
46,780
|
|
Total
|
|
$
|
1,440,599
|
|
|
$
|
1,407,864
|
|
In November 2014, the Company was named as
defendant in a class action complaint (see
John Blaha v. Rightscorp, Inc
in Note 8). In August 2015 the Company reached
a preliminary settlement in the matter and at December 31, 2015 and March 31, 2016, has accrued a settlement of $200,000 related
to this, which is net of expected insurance proceeds of $250,000.
Note 5 – Derivative Liabilities
In September 2014, the Company issued warrants
exercisable into 17,892,000 shares of common stock in relation to the sale of 11,928,000 shares of its common stock. The warrants
had a term of five years and an exercise price of $0.25 per share, subject to adjustment, as defined, if the Company issues securities
at a price lower than the exercise price of these warrants in the future (see Note 8). 1,500,000 of these warrants were cancelled
in 2014 and 600,000 of these warrants were exercised in 2015, and at March 31, 2016, 15,792,000 of these warrants were outstanding.
Pursuant to FASB authoritative guidance on
determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments, which do not have
fixed settlement provisions, are deemed to be derivative instruments. The exercise price of the warrants issued in September 2014
did not have fixed settlement provisions because their exercise prices could be lowered if the Company issues securities at lower
prices in the future. In accordance with the FASB authoritative guidance, the Company determined that the exercise feature of
the warrants was not considered to be indexed to the Company’s own stock, and bifurcated the exercise feature of the warrants
and recorded a derivative liability. The derivative liability is re-measured at the end of every reporting period with the change
in fair value reported in the statement of operations.
At December 31, 2015, the fair value of the
derivative liabilities was $1,210,430. During the three months ended March 31, 2016, the fair value of the derivative liabilities
decreased by $181,947, and at March 31, 2016, the fair value of the derivative liabilities was $1,028,483.
At March 31, 2016, the fair value of the derivative
liabilities was determined through use of a probability-weighted Black-Scholes-Merton valuation model. At March 31, 2015, the
fair value of the derivative liabilities was determined through use of a Black-Scholes-Merton option pricing model. The fair values
were based on the following assumptions:
|
|
March
31, 2016
|
|
|
March
31, 2015
|
|
Expected
volatility
|
|
|
124
|
%
|
|
|
274
|
%
|
Risk-free interest
rate
|
|
|
1.5
|
%
|
|
|
1.0
|
%
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected life
|
|
|
3.5
years
|
|
|
|
4.5
years
|
|
The risk-free interest rate was based on rates
established by the Federal Reserve Bank. The expected life of the exercise feature of the warrants was based on the remaining
term of the warrants. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in
the past and does not expect to pay dividends in the future.
Note 6 – Common stock
During the three months ended March 31, 2016,
the Company sold to accredited investors an aggregate of 10,000,000 shares of its common stock at $0.05 per share and warrants
to purchase 10,000,000 shares of its common stock for total gross proceeds of $500,000. The warrants have a term of three years
and an exercise price of $0.10 per share.
Note 7 – Stock Options and Warrants
Options
During the three months ended March 31, 2016
and 2015, the Company recorded compensation costs of $11,942 and $9,444, respectively, relating to the vesting of stock options.
As of March 31, 2016, the aggregate value of unvested options was $77,774, which will continue to be amortized as compensation
cost as the options vest over terms ranging from one to three years, as applicable.
For the three months ending March 31, 2016,
the Company had no stock options requiring an assessment of value. For the three months ending March 31, 2015, the fair value
of stock option awards was estimated using the Black-Scholes-Merton option-pricing model with the following assumptions:
|
|
March 31, 2015
|
|
Expected volatility
|
|
|
116
|
%
|
Risk-free interest rate
|
|
|
0
|
%
|
Expected dividend yield
|
|
|
0
|
%
|
Expected life
|
|
|
9.3 years
|
|
The risk-free interest rate was based on rates
established by the Federal Reserve Bank. The expected life of the options was based on the remaining term of the options. The
expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect
to pay dividends in the future.
The stock option activity for the three months
ended March 31, 2016 is as follows:
|
|
Number of Options
|
|
|
Weighted Average
Exercise Price
|
|
|
Weighted Average
Remaining Contractual
Term
|
|
Balance outstanding, December 31, 2015
|
|
|
970,000
|
|
|
$
|
0.17
|
|
|
|
6.71
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited/expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance outstanding, March 31, 2016
|
|
|
970,000
|
|
|
$
|
0.17
|
|
|
|
5.65
|
|
Exercisable, March 31, 2016
|
|
|
106,663
|
|
|
$
|
0.25
|
|
|
|
8.66
|
|
At March 31, 2016, the Company’s outstanding
and exercisable options had no intrinsic value.
Warrants
During
the three months ended March 31, 2016, the Company issued
warrants exercisable into 10,000,000 shares of common stock to
accredited investors (see Note 6). In addition, the Company issued
warrants to purchase
8,000,000 shares of common stock with an exercise price of $0.15 per share for services. The fair value of the 8,000,000 warrants
issued for services was determined to be $330,218. The Company recorded the full $330,218 in general and administrative expense
since it determined that the award is a certainty and the service performance and its future benefit are not assured in this arrangement.
In addition, during the three months ended March 31, 2016 and 2015, the Company recorded compensation costs of $26,410 and $11,910,
respectively, relating to the vesting of stock warrants.
For the three months ending March 31, 2016
and 2015, the fair value of warrant awards was estimated using the Black-Scholes-Merton option-pricing model with the following
assumptions:
|
|
March
31, 2016
|
|
|
March
31, 2015
|
|
Expected
volatility
|
|
|
121
|
%
|
|
|
254
|
%
|
Risk-free interest
rate
|
|
|
1.08
|
%
|
|
|
1.5
|
%
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected life
|
|
|
3
years
|
|
|
|
5
years
|
|
The risk-free interest rate was based on rates
established by the Federal Reserve Bank. The expected life of the exercise feature of the warrants was based on the remaining
term of the warrants. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in
the past and does not expect to pay dividends in the future.
As of March 31, 2016, the aggregate value
of unvested warrants was $356,442, which will continue to be amortized as compensation cost as the warrants vest over two years.
A summary of the Company’s warrant activity
during the three months ended March 31, 2016 is presented below:
|
|
Number of Warrants
|
|
|
Weighted Average
Exercise Price
|
|
|
Weighted Average
Remaining Contractual
Term
|
|
Balance outstanding, December 31, 2015
|
|
|
35,310,140
|
|
|
$
|
0.09
|
|
|
|
3.21
|
|
Granted
|
|
|
18,000,000
|
|
|
|
0.12
|
|
|
|
2.90
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited/expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance outstanding, March 31, 2016
|
|
|
53,310,140
|
|
|
$
|
0.10
|
|
|
|
2.94
|
|
Exercisable, March 31, 2016
|
|
|
51,810,140
|
|
|
$
|
0.10
|
|
|
|
5.85
|
|
At March 31, 2016, the Company’s outstanding
warrants had an intrinsic value of $1,245,989.
Note 8 – Commitments & Contingencies
Legal proceeding
John Blaha v. Rightscorp, Inc
., C.D.
Cal. (Original Complaint Filed November 21, 2014; First Amended Complaint Filed March 9, 2015).
Nature of Matter: This matter seeks relief
for alleged violations of the Telephone Consumer Protection Act (47 U.S.C. § 227). The action is brought on behalf of the
individual named plaintiff as well as on behalf of a putative nationwide classes.
Progress of Matter to Date: This matter was
previously captioned with Karen J. Reif and Isaac Nesmith as lead plaintiffs. On March 9, 2015, plaintiff filed a First Amended
Complaint replacing the lead plaintiffs, dropping their second and third causes of action for Violations of the Fair Debt Collection
Practices Act (15 U.S.C. § 1692, et seq.) and Violations of the Rosenthal Fair Debt Collection Practices Act (Cal. Civ. Code
§ 1788 et seq.) (and dropping associated putative class claims), and naming BMG Rights Management (US) LLC and Warner Bros.
Entertainment Inc. as additional defendants.
The First Amended Complaint also contained
a cause of action for Abuse of Process. In response to the Abuse of Process claim, defendants brought a special motion to strike
the claim under California’s anti-SLAPP statute. Defendants’ anti-SLAPP motion was granted on May 8, 2015. Pursuant
to the Court’s May 8, 2015 Order, the Abuse of Process claim (and associated putative class claim) was stricken from the
case and plaintiff was ordered to pay defendants’ attorney’s fees incurred in bringing the anti-SLAPP motion.
Following the dismissal of Plaintiff’s
Abuse of Process claim, the parties agreed to mediate the dispute and reached a settlement in principal. Plaintiff’s Motion
for Preliminary Approval of Class Action Settlement was heard on February 8, 2016, before the Hon. Dale S. Fischer. The Court
reviewed the proposed settlement and offered the parties its comments regarding the submitted documents. The Parties are now in
the process of meeting and conferring to implement the Court’s suggested revisions and will notify the Court when the materials
are ready to be resubmitted. Once the motion is resubmitted, a new hearing date convenient for the Court will be selected, at
which time Rightscorp anticipates the Court will rule on the motion. The Company has recorded a reserve for the estimated settlement
of $200,000 related to this, which is net of expected insurance proceeds of $250,000.