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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q
 

 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________   To __________

Commission file number 000-31037

eRoomSystem Technologies, Inc.
(Name of small business issuer in its charter)
 
Nevada
87-0540713
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
150 Airport Road, Suite 1200, Lakewood, NJ
08701
(Address and telephone number of principal executive offices)
(Zip Code)
   
Issuer’s telephone number: (732) 730-0116

Indicate by check mark whether the registrant (1) 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).  Yes x    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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer           o
Accelerated filer                    ¨
   
Non-accelerated filer             ¨
Smaller reporting company   x
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No x

The number of shares of the issuer’s common stock issued and outstanding as of November 14, 2013 was 24,107,865 shares.
 
 
EROOMSYSTEM TECHNOLOGIES, INC.

TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
3
     
Item 1.
9
     
Item 2.
7
     
Item 3.
13
     
Item 4.
13
     
PART II - OTHER INFORMATION
 
     
Item 1.
14
     
Item 1A.
14
     
Item 2.
14
     
Item 3.
14
     
Item 4.
14
     
Item 5.
14
     
Item 6.
14
 
 
 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
eROOMSYSTEM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
   
September 30,
   
December 31,
 
   
2013
   
2012
 
ASSETS
CURRENT ASSETS
           
Cash and cash equivalents
  $ 1,632,318     $ 1,962,572  
Investment in certificate of deposit
    22,832       -  
Note receivable
    150,000       -  
Accounts receivable, net of allowance for doubtful accounts of  $8,579 at
September 30, 2013 and $12,353 at December 31, 2012
    48,614       66,600  
Inventory
    226,376       157,921  
Prepaid expenses
    11,052       22,641  
Total Current Assets
    2,091,192       2,209,734  
PROPERTY AND EQUIPMENT
               
 Property and equipment, net of accumulated depreciation of $33,103
at September 30, 2013 and $20,331 at December 31, 2012
    62,416       67,568  
INVESTMENT IN REAL PROPERTY TAX LIENS
    13,422       26,267  
NOTE RECEIVABLE
    412,466       449,863  
DEPOSITS
    3,183       3,183  
                 
Total Assets
  $ 2,582,679     $ 2,756,615  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES
               
Accounts payable
  $ 10,858     $ 18,682  
Accrued liabilities and customer deposits
    48,364       81,724  
Total Current Liabilities
    59,222       100,406  
                 
Total Liabilities
    59,222       100,406  
                 
STOCKHOLDERS' EQUITY
               
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none outstanding
    -       -  
Common stock, $0.001 par value; 50,000,000 shares authorized; shares outstanding
 24,107,865 at September 30, 2013 and 24,057,865 at December 31, 2012
    24,108       24,058  
Additional paid-in capital
    34,194,126       34,184,508  
Accumulated deficit
    (31,694,777 )     (31,552,357 )
Total Stockholders' Equity
    2,523,457       2,656,209  
                 
Total Liabilities and Stockholders' Equity
  $ 2,582,679     $ 2,756,615  
 
See accompanying notes to condensed consolidated financial statements
 

eROOMSYSTEM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
   
2013
   
2012
   
2013
   
2012
 
REVENUE
                       
Product sales
  $ 130,239     $ 140,873     $ 356,775     $ 403,768  
Maintenance fees
    15,000       33,836       60,178       107,649  
Total Revenue
    145,239       174,709       416,953       511,417  
                                 
COST OF REVENUE
                               
Product sales
    100,247       101,793       230,103       282,435  
Maintenance
    750       2,871       2,708       14,134  
Total Cost of Revenue
    100,997       104,664       232,811       296,569  
                                 
GROSS MARGIN
    44,242       70,045       184,142       214,848  
INVESTMENT INCOME
    10,060       2,785       15,430       8,824  
                                 
TOTAL GROSS MARGIN AND INVESTMENT INCOME
    54,302       72,830       199,572       223,672  
                                 
OPERATING EXPENSES
                               
 Selling, general and administrative expense, including non-cash
compensation of $6,500, $10,500, $9,668, $12,487, respectively
    88,732       87,795       259,280       309,247  
Research and development expense
    22,559       46,077       82,712       132,762  
Net Operating Expenses
    111,291       133,872       341,992       442,009  
                                 
Net Loss
  $ (56,989 )   $ (61,042 )   $ (142,420 )   $ (218,337 )
                                 
Basic Loss Per Common Share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
Diluted Loss Per Common Share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
 
See accompanying notes to condensed consolidated financial statements
 
 
eROOMSYSTEM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
   
For the nine months
ended September 30,
 
   
2013
   
2012
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
  $ (142,420 )   $ (218,337 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
    12,772       16,601  
Loss on sale of equipment
    -       15,125  
Loss on investment in certificate of deposit
    2,168       -  
Non-cash compensation expense
    9,668       12,487  
Changes in operating assets and liabilities:
               
Accounts receivable
    17,986       6,852  
Inventory
    (71,490 )     (6,197 )
Prepaid expenses
    11,589       (13,592 )
Accounts payable
    (7,824 )     14,404  
Accrued liabilities
    (33,360 )     (53,643 )
                 
Net Cash Used In Operating Activities
    (200,911 )     (226,300 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of property and equipment
    (4,585 )     (5,235 )
Purchase of investments in real property tax liens
    -       (2,398 )
Proceeds from sale of equipment
    -       30,650  
Purchase of certificate of deposit
    (25,000 )     -  
Advances made under note receivable
    (150,000 )     -  
Proceeds from collections of real property tax liens
    12,845       3,089  
Proceeds from collection of note receivable, non-performing
    37,397       37,534  
                 
Net Cash Provided by (Used in) Investing Activities
    (129,343 )     63,640  
                 
Net Decrease in Cash
    (330,254 )     (162,660 )
                 
Cash and cash equivalents at Beginning of Period
    1,962,572       2,191,396  
                 
Cash and cash equivalents at End of Period
  $ 1,632,318     $ 2,028,736  
 
See accompanying notes to condensed consolidated financial statements
 
 
eROOMSYSTEM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements - The accompanying unaudited condensed consolidated financial statements include the accounts of eRoomSystem Technologies, Inc. and its wholly-owned subsidiaries (the "Company"). Intercompany accounts and transactions have been eliminated in consolidation. These financial statements are condensed and, therefore, do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the Company's annual financial statements for the fiscal year ended December 31, 2012 included in the Company's Annual Report on Form 10-K. In particular, the Company's organization, nature of operations and significant accounting principles were presented in Note 1 to the consolidated financial statements in that annual report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2013.

Cash and Cash Equivalents – Cash and cash equivalents include highly-liquid debt investments with original maturities of three months or less, readily convertible to known amounts of cash.
 
Investment in Real Property Tax Liens – The investments in the real property tax liens are accounted for as an investment in troubled debts and are carried at cost. Collection of interest, penalties and expense reimbursements is not certain and is recognized upon being realized. The Company has evaluated the collectability of the tax liens and believes the investments are realizable over time as the first position liens are secured by the related real property and the estimated fair value of the real property is in excess of the carrying value of the tax liens and the estimated cost to foreclose and sell the real property. Therefore the Company has not provided an allowance for loan losses against the carrying value of the tax liens at September 30, 2013.
 
Notes Receivable – Notes receivable are stated at their historical carrying amount and are evaluated for impairment. When projections indicate that the carrying value of a note is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected discounted cash flows. No impairment was deemed necessary during 2013 or 2012. Notes receivable that are classified as troubled debt are classified as a long-term asset, interest income is not recognized until the carrying value has been recovered and payments received are recognized as a reduction of the carrying value of the note.
 
Accounts Receivable - Accounts receivable are stated at the historical carrying amount, net of write-offs and allowances. The Company has established an overall allowance based upon historical experience of 15% of the outstanding balance in addition to any specific customer collection issues identified by the Company. Uncollectible accounts receivable are written off when a settlement is reached or when the Company has determined that the balance will not be collected.

Inventory - The Company maintains an inventory of product that is sold in the refreshment centers in a number of hotels. In addition, the Company maintains an inventory of minibars and baskets to be placed in Hotels. The inventory is purchased as finished goods and is valued using the first in, first out method.
 
Income Taxes - The Company recognizes an asset or liability for the deferred tax consequences of all temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. These deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Deferred tax assets are reviewed periodically for recoverability and valuation allowances are provided, as necessary. A liability is provided for uncertain tax positions that are not likely to be sustained during examination by taxing authorities.
 
Net Earnings (Loss) per Common Share - Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted earnings (loss) per common share is computed by dividing net income (loss), adjusted to add back interest associated with convertible debt, by the weighted-average number of common shares and dilutive potential common share equivalents outstanding. When dilutive, the incremental potential common shares issuable upon exercise of stock options are determined by the treasury stock method.

The following table is a reconciliation of the numerators and denominators used in the calculation of basic and diluted loss per share for the three and nine months ended September 30, 2013 and 2012: 

   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
   
2013
   
2012
   
2013
   
2012
 
Net loss
  $ (56,989 )   $ (61,042 )   $ (142,420 )   $ (218,337 )
Basic weighted-average common shares outstanding
    24,106,235       24,057,865       24,074,165       24,020,639  
Effect of dilutive securities
                               
Stock options and warrants
    -       -       -       -  
Diluted weighted-average common shares outstanding
    24,106,235       24,057,865       24,074,165       24,020,639  
Basic loss per share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
Diluted loss per share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )

During the three and nine months ended September 30, 2013 and 2012, there were 542,500 and 482,500 respectively of potential common stock equivalents from options and warrants that were not included in the computation of diluted loss per share because their effect would have been anti-dilutive.

 
NOTE 2 - INVESTMENTS
 
Investment in Real Property Tax LiensDuring the nine months ended September 30, 2013, the Company did not purchase real property tax liens. The Company collected $12,845 in tax lien settlements. The New Jersey municipal tax liens are receivable from the real property owners and are secured by a first priority lien on the related real property. Upon foreclosure, the Company would obtain ownership of the real property. The tax lien receivables accrue interest up to 18% per annum, accrue penalties at 2% to 6% per annum and are also increased by the amount of any collection expenses incurred. The investment in the real property tax liens are accounted for as an investment in troubled debts and are carried at cost. Collection of interest, penalties and expense reimbursements is not certain and is recognized upon being realized. The carrying amount of the real property tax liens approximates their fair value based on the market value for similar tax liens.
 
NOTE 3 - NOTES RECEIVABLE

BlackBird Loan
On July 24, 2008, the Company loaned $500,000 to BlackBird Corporation (“BlackBird”) under the terms of a 10% senior secured convertible promissory note (the “Secured Note”). The Secured Note bore interest at 10% per annum, payable quarterly, and was due June 30, 2009. In addition, BlackBird issued 50,000 shares of its common stock to the Company. On the date of issuance, the fair value of BlackBird’s common stock was not determinable and the shares were valued at zero. BlackBird further agreed in July 2008, notwithstanding the terms of the note, if the loan was not repaid by January 1, 2009, interest on the note would accrue at 18% per annum starting January 1, 2009. The Secured Note was not paid by January 1, 2009 and it continued to accrue interest at 18% per annum. On April 1, 2011, the Company agreed to extend the due date of the Secured Note to June 30, 2011.
 
BlackBird did not pay its interest payment for the second quarter of 2011 in a timely fashion. On November 3, 2011, the Company entered into a forbearance agreement with BlackBird to reduce the interest rate on the Secured Note to 10% retroactive to April 1, 2011 and to not foreclose on BlackBird’s assets if BlackBird remains in compliance with the terms of the agreement. As part of this agreement, BlackBird agreed to pay all outstanding interest due on the loan through September 30, 2011 by November 11, 2011. BlackBird also agreed to make monthly interest payments within 10 days after the end of each month. The outstanding accrued interest of $25,069 as of September 30, 2011 was paid in full on November 10, 2011.
 
The concession granted to BlackBird on November 3, 2011 constituted a troubled debt restructuring under current accounting guidance. As a result, the note was classified as a long-term asset. Interest income under the terms of the Secured Note is no longer being recognized until the carrying value has been recovered, and payments received are recognized as a reduction of the carrying value of the note. The carrying value of the note receivable was $412,466 at September 30, 2013.
 
The note receivable was evaluated for impairment and the Company determined that it is likely that estimated future payments from BlackBird or the cash flows from BlackBird’s operations and the value of the underlying collateral is sufficient that upon foreclosure the Company would be able to realize the carrying value of the note. If BlackBird fails to comply with the terms of the agreement dated November 3, 2011, the Company plans on foreclosing on the underlying collateral to collect on the note. Therefore no impairment was recognized during the nine months ended September 30, 2013 or 2012.

The note receivable is assessed for impairment on a quarterly basis. If projections were to indicate that the carrying value of the promissory note was not recoverable, the carrying value would be reduced by the estimated excess of the carrying value over the projected discounted cash flows. The evaluations are based on the estimated projected discounted cash flows from BlackBird and from the liquidation value of the underlying collateral.

Management has estimated that the fair value of the note receivable was approximately $414,000 at both September 30, 2013 and December 31, 2012.

Note Receivable
On June 25, 2013, the Company loaned $150,000 to a New York limited liability company under the terms of a one year 12% mortgage note. Interest is due and payable monthly. The entire principal amount is due and payable on the maturity date. The mortgage is collateralized by a commercial property. The Company intends to hold this note to maturity. The carrying amount of the note receivable approximates its fair value based on its short-term maturity.
  
NOTE 4 - STOCKHOLDERS’ EQUITY

During the nine months ended September 30, 2013, the Company granted options to purchase 50,000 shares of common stock to employees for services rendered. These options, which vested immediately, have an exercise price of $0.08 per share and are exercisable through April 19, 2018. These options were valued at approximately $0.06 per share, or $3,168, using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.72%, dividend yield of 0.0%, volatility of 112% and expected life of 5 years.
 

During the nine months ended September 30, 2012, the Company granted options to purchase 25,000 shares of common stock to an employee for services rendered. These options, which vested immediately, have an exercise price of $0.10 per share and are exercisable through February 22, 2017. These options were valued at approximately $0.08 per share, or $1,987, using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 1.41%, dividend yield of 0.0%, volatility of 111% and expected life of 5 years.

During the nine months ended September 30, 2012, 1,386,946 options to purchase shares of common stock expired.

During the nine months ended September 30, 2013, the Company issued 50,000 shares of common stock to its Board of Directors in recognition of services rendered. These shares were valued at $6,500 ($0.13 per share).

During the nine months ended September 30, 2012, the Company issued 50,000 shares of common stock to its Board of Directors in recognition of services rendered as well as 25,000 shares to a consultant in recognition of services rendered. These shares were valued at $10,500 ($0.14 per share).
 
Stock-based compensation expense relating to stock options of $9,668 and $12,487 was recognized during the nine months ended September 30, 2013 and 2012, respectively.

There was no unrecognized compensation related to stock options at September 30, 2013.
 
A summary of stock option and warrant activity for the nine months ended September 30, 2013 is as follows:
 
   
Options and Warrants
   
Exercise Price Range
   
Weighted - Average Exercise Price
 
Balance,  December 31, 2012
    492,500     $ 0.10 - $ 0.26     $ 0.21  
Granted
    50,000       0.08 -   0.08       0.08  
Expired
    -       -     -       -  
Balance, September 30, 2013
    542,500       0.08 -   0.26       0.19  
Weighted-average fair value of options granted during the nine months ended September 30, 2013
                        $ 0.06  
 
All of the options and warrants were exercisable at September 30, 2013. At September 30, 2013, there was no intrinsic value for the options and warrants outstanding.

 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

As used in this Form 10-Q, references to the "Company," "we," “our” or "us" refer to eRoomSystem Technologies, Inc. and subsidiaries, unless the context otherwise indicates.

This Management’s Discussion and Analysis or Plan of Operations (“MD&A”) section of our Quarterly Report on Form 10-Q discusses our results of operations, liquidity and financial condition, and certain factors that may affect our future results. You should read this MD&A in conjunction with our consolidated financial statements and accompanying notes included in this Quarterly Report.

Forward-Looking Statements

This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues, and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity and financing sources. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include, but are not limited to, those relating to our liquidity requirements, the continued growth of the lodging industry, the success of our product-development, marketing and sales activities, vigorous competition in the lodging industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.

Overview

eRoomSystem Technologies has developed and introduced to the lodging industry an intelligent, in-room computerized platform and communications network, or the eRoomSystem. The eRoomSystem is a computerized platform and processor-based system that is installed within our eRoomServ refreshment centers and is designed to collect and control data. The eRoomSystem also supports our: (i) eRoomSafe, an electronic in-room safe, (ii) eRoomTray, an in-room ambient tray that can sell a wide variety of products at room temperature, and, (iii) eRoomEnergy, an in-room digital thermostat that is designed to control virtually any fan coil unit or packaged-terminal air conditioner found in hotel rooms.

Our eRoomSystem and related products deliver in-room solutions that reduce operating costs, enhance hotel guest satisfaction and provide higher operating profits to our customers. The solutions offered by our eRoomSystem and related products have allowed us to establish relationships with many premier hotel chains. In addition to providing our customers with valuable in-room solutions, our revenue-sharing program has allowed us to partner with our customers. Through our revenue-sharing program, we have been able to install our products at little upfront cost to hotels, and share in the recurring revenues generated from the sale of goods and services related to our products. An alternative solution we offer is a turnkey arrangement. This arrangement not only provides refreshment centers at no upfront cost to our customers but also provides products and restocking services.
 
Our existing products interface with the hotel's property management system through our eRoomSystem communications network. The hotel's property management system posts usage of our products directly to the hotel guest's room account. The solutions offered by our eRoomSystem and related products have allowed us to install our products and services in several premier hotel chains, including Marriott International, Hilton Hotels and Carlson Hospitality Worldwide, in the United States and internationally.

One of the byproducts of our technology is the information we have collected since our first product installation. To date, we have collected several million room-nights of data. Through our eRoomSystem, we are able to collect information regarding the usage of our products on a real-time basis. We use this information to help our customers increase their operating efficiencies.
 
Historically, we have received most of our revenues from the sale or placement under a revenue-sharing program of our products in hotels. More recently we have purchased minibars and baskets already placed in hotels and setup a turnkey solution at these hotels. In these hotels we receive most of the revenues for the product sold in the minibars and baskets. We provide 3% of revenues over a predetermined threshold to some of the hotels. We expect that these revenues will account for a substantial majority of our revenues for the foreseeable future. We also generate revenues from maintenance and support services relating to our existing installed products.
 
Our dependence on the lodging industry, including its guests, makes us extremely vulnerable to downturns in the lodging industry caused by the general economic environment. Such a downturn could result in fewer purchases by hotel guests of goods and services from our products installed in hotels, and accordingly lower revenues where our products are placed pursuant to a turnkey agreement. Time spent by individuals on travel and leisure is often discretionary for consumers and may be particularly affected by adverse trends in the general economy. The success of our operations depends, in part, upon discretionary consumer spending and economic conditions affecting disposable consumer income such as employment, wages and salaries, business conditions, interest rates, and availability of credit and taxation.
 
 
We have a diversification strategy to invest in emerging growth companies. We continue to explore opportunities and perform due diligence on third parties with respect to potential investments. At this time, we have not reached a definitive agreement to make further investments. In addition, we may acquire an operating company in the future if the opportunity arises. The timing and return on such investments, however, cannot be assured.
 
Results of Operations
 
Revenue Recognition

Product revenue is recognized upon purchase of a product by a hotel guest. We have entered into maintenance and license agreements with most of our existing hotel customers. Maintenance and license revenues are recognized as the services are performed or pro rata over the service period. We defer all revenue paid in advance relating to future services. Our maintenance and license agreements stipulate that we collect a maintenance fee per eRoomServ refreshment center per day, payable on a monthly basis.
 
Description of Expenses
 
Cost of product sales consists primarily of cost of goods sold. Cost of maintenance fee revenues primarily consists of expenses related to customer support and maintenance.
 
Selling, general and administrative expenses primarily consist of general and administrative expenses including professional fees, salaries and related costs for accounting, administration, finance, human resources, information systems and legal personnel.
 
Research and development expenses consist of payroll and related costs for hardware and software engineers, quality assurance specialists, management personnel, and the costs of materials used by our consultants in the maintenance of our existing installed products as well as research and development for new products. Research and development expenses in the nine months ended September 30, 2013 and 2012 were $82,712 and $132,762, respectively.
 
In accordance with generally accepted accounting principles development costs incurred in the research and development of new software products to be sold, leased or otherwise marketed are expensed as incurred until technological feasibility in the form of a working model has been established. Internally generated capitalizable software development costs have not been material to date. We have charged our software development costs to research and development expense in our condensed consolidated statements of operations.
 

Comparison of Three Months Ended September 30, 2013 and 2012

Revenues

Product Sales – Revenue from product sales was $130,239 for the three months ended September 30, 2013, compared to $140,873 for the three months ended September 30, 2012, representing a decrease of $10,634, or 7.5%. The decrease in product sales revenues in 2013 related to a decrease in vending machines available to sell products due to a sale of the related equipment in 2012.

Maintenance Fees – Maintenance fees were $15,000 for the three months ended September 30, 2013, compared to $33,836 for the three months ended September 30, 2012, representing a decrease of $18,836, or 55.7%. The decrease in maintenance fee revenue related to the termination of certain hotels using our vending machines that are under maintenance service contracts.

Cost of Revenue

Cost of Product Sales Revenue – Our cost of product sales revenue for the nine months ended September 30, 2013 was $230,103, compared to $282,435 for the nine months ended September 30, 2012, a decrease of $52,332, or 18.5%. The decrease in cost of product sales revenue relates to the decrease product sales revenue in the nine months ended September 30, 2013 offset by the higher cost per unit of products being sold in 2013. Therefore the gross margin on product sales has decreased.

Cost of Maintenance Revenue – Our cost of maintenance revenue was $750 for the three months ended September 30, 2013, compared to $2,871 for the three months ended September 30, 2012, representing a decrease of $2,121, or 73.9%. The decrease in our cost of maintenance fee revenue related to the decrease in hotels under maintenance contracts.
 
The changes and percent changes with respect to our revenues and our cost of revenue for the three months ended September 30, 2013 and 2012 are summarized as follows:
 
   
For the Three Months
             
   
Ended September 30,
             
   
2013
   
2012
   
Change
   
Percent
Change
 
REVENUE
                       
Product sales
  $ 130,239     $ 140,873     $ (10,634 )     -7.5 %
Maintenance fees
    15,000       33,836       (18,836 )     -55.7 %
Interest income
    10,060       2,785       7,275       261.2 %
Total Revenue   
    155,299       177,494       (22,195 )     -12.5 %
                                 
COST OF REVENUE
                               
Product sales
    100,247       101,793       (1,546 )     -1.5 %
Maintenance
    750       2,871       (2,121 )     -73.9 %
Total Cost of Revenue   
  $ 100,997     $ 104,664     $ (3,667 )     -3.5 %
 
Although the preceding table summarizes the net changes and percent changes with respect to our revenues and our cost of revenue for the three months ended September 30, 2013 and 2012, the trends contained therein are limited and should not be viewed as a definitive indication of our future results.
 
Investment Income

Our investment income was $10,060 for the three months ended September 30, 2013, compared to $2,785 for the three months ended September 30, 2012, representing an increase of $7,275, or 261.2%. The increase in investment income related to additional interest received on notes receivable during the quarter and collections on tax liens.
 
Operating Expenses

Selling, General and Administrative — Selling, general and administrative expenses, including non-cash compensation expense, were $88,732 for the three months ended September 30, 2013, compared to $87,795 for the three months ended September 30, 2012, representing an increase of $937, or 1.1%. The difference is immaterial.
 
Research and Development—Research and development expenses were $22,559 for the three months ended September 30, 2013, compared to $46,077 for the three months ended September 30, 2012 representing a decrease of $23,518 or 51%. The decrease was primarily due to the research projects being significantly advanced or completed and therefore not requiring the expenditures that were required in the prior period. However, additional costs will been necessary for the completion of these projects.
 
Net Loss

We realized a net loss of $56,989 for the three months ended September 30, 2013, compared to a loss of $61,042 during the three months ended September 30, 2012. The $4,053 decrease in net loss during the three months ended September 30, 2013 related primarily to the decrease in sales and the related gross margin, the increase in investment income and the decrease in research and development expense during the three months ended September 30, 2013, as further discussed above.
 
 
Comparison of Nine Months Ended September 30, 2013 and 2012

Revenues

Product Sales – Revenue from product sales was $356,775 for the nine months ended September 30, 2013, compared to $403,768 for the nine months ended September 30, 2012, representing a decrease of $46,993, or 11.6%. The decrease in product sales revenues in 2013 related to a decrease in vending machines available to sell products due to a sale of the related equipment in 2012.

Maintenance Fees – Maintenance fees were $60,178 for the nine months ended September 30, 2013, compared to $107,649 for the nine months ended September 30, 2012, representing a decrease of $47,471, or 44.1%. The decrease in maintenance fee revenue related to the termination of certain hotels using our vending machines that are under maintenance service contracts.
  
Cost of Revenue

Cost of Product Sales Revenue – Our cost of product sales revenue for the nine months ended September 30, 2013 was $230,103, compared to $282,435 for the nine months ended September 30, 2012, a decrease of $52,332, or 18.5%. The decrease in cost of product sales revenue relates to the decrease product sales revenue in the nine months ended September 30, 2013 offset by the higher cost per unit of products being sold in 2013. Therefore the gross margin on product sales has decreased.

Cost of Maintenance Revenue – Our cost of maintenance revenue was $2,708 for the nine months ended September 30, 2013, compared to $14,134 for the nine months ended September 30, 2012, representing a decrease of $11,426, or 80.8%. The decrease in our cost of maintenance fee revenue related to the termination of hotels under maintenance contracts.

The changes and percent changes with respect to our revenues and our cost of revenue for the nine months ended September 30, 2013 and 2012 are summarized as follows:
 
   
For the Nine Months
             
   
Ended September 30,
             
   
2013
   
2012
   
Change
   
Percent
Change
 
REVENUE
                       
Product sales
  $ 356,775     $ 403,768     $ (46,993 )     -11.6 %
Maintenance fees
    60,178       107,649       (47,471 )     -44.1 %
Interest income
    15,430       8,824       6,606       74.9 %
Total Revenue   
    432,383       520,241       (87,858 )     -16.9 %
                                 
COST OF REVENUE
                               
Product sales
    230,103       282,435       (52,332 )     -18.5 %
Maintenance
    2,708       14,134       (11,426 )     -80.8 %
Total Cost of Revenue   
  $ 232,811     $ 296,569     $ (63,758 )     -21.5 %
 
Although the preceding table summarizes the net changes and percent changes with respect to our revenues and our cost of revenue for the nine months ended September 30, 2013 and 2012, the trends contained therein are limited and should not be viewed as a definitive indication of our future results.
 
Investment Income

Our investment income was $15,430 for the nine months ended September 30, 2013, compared to $8,824 for the nine months ended September 30, 2012, representing an increase of $6,606, or 74.9%. The increase in investment income related to additional interest received on notes receivable during the period and collections on tax liens. The increase also related to fluctuations in interest rates.
 
Operating Expenses

Selling, General and Administrative – Selling, general and administrative expenses, including non-cash compensation expense, were $259,280 for the nine months ended September 30, 2013, compared to $309,247 for the nine months ended September 30, 2012, representing a decrease of $49,967, or 16.2%. The difference relates to continued efforts to reduce general and administrative costs.
 
Research and Development – Research and development expenses were $82,712 for the nine months ended September 30, 2013, compared to $132,762 for the nine months ended September 30, 2012 representing a decrease of $50,050 or 37.7%. The decrease was primarily due to the research projects being significantly advanced or completed and therefore not requiring the expenditures that were required in the prior period. However, additional costs will been necessary for the completion of these projects.
 
Net Loss

We realized a net loss of $142,420 for the nine months ended September 30, 2013, compared to a net loss of $218,337 during the nine months ended September 30, 2012. The $75,917 decrease in net loss during the nine months ended September 30, 2013 related primarily to the decrease in sales revenue, the decrease in cost of revenue, the increase in investment income, the decrease in selling, general and administrative expense and the decrease in research and development expense during the nine months ended September 30, 2013, as discussed above.
 
 
Liquidity and Capital Resources

On July 24, 2008, we provided a secured loan of $500,000 to BlackBird Corporation, a Florida corporation (“BlackBird”), an unrelated entity. The funding of the loan took place on completion of a transaction by BlackBird to acquire an unrelated company, USA Datanet Corporation. The acquisition took place on July 24, 2008. The loan is evidenced by a 10% senior secured convertible promissory note, made by BlackBird (the “Secured Note”). The Secured Note matured on June 30, 2009 and the interest rate increased to 18% annually as of January 1, 2009, with interest payable quarterly on the last business day of each quarter. An extension to the note was provided through June 30, 2011 at an interest rate of 18%. Blackbird is presently in default of its obligations under the note due to non-payment. In light of BlackBird’s inability to make payments as due, the Company agreed to lower the interest rate on the Secured Note to 10%. BlackBird is current with their interest payments as of November 14, 2013.
 
On June 25, 2013, we provided a mortgage backed loan of $150,000 to a New York limited liability company, an unrelated entity. The loan is evidenced by a 12% one year note.
 
At September 30, 2013, our principal sources of liquidity consisted of $1,632,318 of cash and working capital of $2,045,392, as compared to $1,962,572 of cash and working capital of $2,135,595 at December 31, 2012. In addition, our stockholders' equity was $2,523,457 at September 30, 2013, compared to stockholders' equity of $2,656,209 at December 31, 2012, a decrease of $132,752. The decrease in cash primarily reflects the net loss during the nine months ended September 30, 2013. We have sufficient funds for the next twelve months.
 
Our accumulated deficit increased from $31,552,357 at December 31, 2012 to $31,694,777 at September 30, 2013. The $142,420 increase in accumulated deficit resulted directly from the net loss realized for the nine months ended September 30, 2013.
 
Cash flow used in operations for the nine months ended September 30, 2013 was $200,911 as compared to $226,300 in the same period ended September 30, 2012.
 
Investing activities for the nine months ended September 30, 2013 used net cash of $129,343, compared to $63,640 of net cash provided during the nine months ended September 30, 2012.
 
There were no financing activities in the nine months ended September 30, 2013 and 2012.
 
Contractual Cash Obligations and Commercial Commitments

There were no significant contractual cash obligations or commercial commitments either on or off balance sheet as of September 30, 2013.
 
Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.


A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes  in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonable likely to materially  affect, the Company’s internal control over financial reporting.
 
 
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A.  Risk Factors

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

As previously disclosed in the Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on August 12, 2013:

On July 3, 2013, the Company issued 25,000 shares of common stock to Mr. Lawrence K. Wein, a member of its Board of Directors, in recognition of services rendered to the Company. The issuance was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.
 
On July 3, 2013, the Company issued 25,000 shares of common stock to Mr. James Savas, a member of its Board of Directors, in recognition of services rendered to the Company. The issuance was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits
 
Exhibit No.
Description
31.1
32.1
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
 
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
SIGNATURE

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.
 
 
eRoomSystem Technologies, Inc.
 
 
              (Registrant)
 
       
Date: November 14, 2013
     
 
By:
/s/ David A. Gestetner
 
 
Name: 
David A. Gestetner
 
 
Title:
President, Chief Executive Officer, Secretary,
   
and Chairman of the Board
   
(Principal Executive, Financial, and Accounting Officer)
       
 

 
 
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