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8-K - 151002 IMSC FORM 8-K - SECURE POINT TECHNOLOGIES INCimsc151002_8k.htm
EX-99.2 - EXHIBIT 99.2 - SECURE POINT TECHNOLOGIES INCimsc151002_ex99z2.htm

Exhibit 99.1


IMPLANT SCIENCES REPORTS FOURTH QUARTER AND

FISCAL 2015 FINANCIAL RESULTS


Wilmington, MA – September 28, 2015 – Implant Sciences Corporation (OTCQB:IMSC), a leading manufacturer of explosives trace detection (ETD) and drugs trace detection solutions for homeland security applications, today announced financial results for the three months and fiscal year ended June 30, 2015.  


Revenues for the three months ended June 30, 2015 increased 271.2%, to $5.7 million, from $1.5 million for the comparable prior year period.  Our net loss for the three months ended June 30, 2015 was $4.2 million as compared with a net loss of $5.7 million for the comparable prior year period, a decrease of $1.5 million.  


Revenues for the year ended June 30, 2015 increased 51.9%, to $13.0 million, from $8.6 million for the comparable prior year period.  Our net loss for the year ended June 30, 2015 was $21.5 million as compared with a net loss of $21.0 million for the comparable prior year period, an increase of $0.5 million.


Earnings before interest, taxes, depreciation and amortization, stock-based compensation, warrants issued to non-employees and common stock issued to consultants (“Adjusted EBITDA”), which is reconciled to net loss in this press release, was a loss of $944,000 in the three months ended June 30, 2015, compared to a loss of $2,939,000 in the comparable prior year period and for the year ended June 30, 2015, a loss of $9,053,000 compared to a loss of $10,048,000 in the comparable prior year period.


Dr. William McGann, CEO of Implant Sciences, commented, “During the recently concluded quarter, we began the fulfillment of the ECAC orders with initial shipments of QS-B220’s to the Netherlands and Norway, resulting in the achievement of $5.7 million in revenues for the quarter. We are pleased to report that our order backlog, at June 30, 2015, was $44,782,000, which is largely due to the receipt, on November 10, 2014, of an initial delivery order from the TSA for 1,170 QS-B220 desktop explosives trace detectors and orders received as a result of the ECAC mandate to implement passenger checkpoint and checked baggage ETD screening at airports serving more than 500,000 passengers annually, by no later than September 1, 2015. However, our backlog does not necessarily represent actual future shipments since orders, including our delivery order with the TSA, may be delayed or cancelled by our customers without financial penalty.  We believe that our revenues for fiscal year 2016 will range between $40-43 million.”


Dr. McGann, continued, “We are continuing actions taken during the recently concluded fiscal year to better align our costs with current and future geographic sources and improve efficiencies. We have taken important steps to broaden the markets we serve, increase our revenue opportunities, and improve our financial stability.”


Details for the three months and year ended June 30, 2015 follow below.


Three months Ended June 30, 2015 vs. June 30, 2014

·

Revenues for the three months ended June 30, 2015 were $5,676,000 as compared with $1,529,000 for the comparable prior year period, an increase of $4,147,000, or 271.2%. The increase in revenue is due primarily to: a 805.6% increase in the number of QS-B220 desktop units sold in the three months ended June 30, 2015, due to increased shipments to European and Latin American in the current three month period, offset partially by a 11.9% decrease in the average unit sales prices, which resulted in a 700.9% increase in QS-B220 revenues. The increased revenues achieved on our sales of the QS-B220 were partially offset by a 16.7% decrease in the number of QS-H150 handheld units sold in the three months ended June 30, 2015, compared to the prior period, due to decreased shipments to Europe and Asia, and by a






11.8% decrease in the average unit sales prices, which resulted in a 26.3% decrease in QS-H150 revenues.  Sales of parts and supplies increased 203.8% in the three months ended June 30, 2015. Sales of QS-B220 were favorably impacted in the comparable prior period due to the acceptance of the QS-B220 into the “Qualified” section of the TSA’s Air Cargo Screening Technology List and achieving ECAC’s Common Evaluation Process of Security Equipment for airport checkpoint screening of passengers and baggage.


·

Gross margin for the three months ended June 30, 2015 was $2,361,000 or 41.6% of revenues as compared with a loss of $135,000 or 8.8% of revenues for the comparable prior year period. The increase in gross margin as a percent of revenues is primarily due to increased manufacturing overhead absorption due to increased QS-B220 unit volume and the $160,000 increase in the provision for obsolete inventory in the prior period, partially offset by decreases in the average unit sell price on sales of our QS-B220 units and our QS-H150 units.


·

Research and development expense for the three months ended June 30, 2015 was $1,095,000 as compared with $1,186,000 for the comparable prior year period, a decrease of $91,000 or 7.7%. The decrease in research and development expense is due primarily to the closure of our San Diego, CA advanced technology office, which resulted in a $72,000 decrease in payroll and benefits, a $55,000 decrease in occupancy costs, a $45,000 decrease in certification testing fees which were incurred in the prior period, $41,000 decrease in engineering consulting and a $15,000 decrease in prototypes and material costs. Partially offsetting these decreases are a $100,000 increase in incentive compensation costs due to the increased employee bonuses approved by the board of directors and a $36,000 increase in travel expenses in support of the ECAC tenders.


·

Selling, general and administrative expenses for the three months ended June 30, 2015 were $3,013,000 as compared with $2,449,000 for the comparable prior year period, an increase of $564,000, or 23.0%. The increase in selling, general and administrative expenses is due primarily to an increase of $299,000 in payroll and benefits due to increased employee bonuses approved by the board of directors, a $185,000 increase in consulting expenses, due to the due to the issuance of 550,000 shares of our common stock to certain consultants, a $179,000 increase in variable selling expenses due to higher sales, a $73,000 increase in audit costs and a $65,000 increase in legal expenses. Partially offsetting these increases are a $222,000 decrease in stock-based compensation expense on non-employee warrants, a $20,000 decrease in occupancy costs due to the relocation of our corporate offices in July 2013 and the $45,000 loss on the disposal of machinery and equipment recorded in the prior year period.


·

For the three months ended June 30, 2015, other expense was $2,446,000 as compared with other expense of $1,899,000, for the comparable prior year period, an increase of $547,000. The increase is due to increased interest expense on higher borrowings under our credit facility with DMRJ and our credit facility with BAM, and, to a lesser extent, an increase in the BAM interest rate to 16% per annum from 15% per annum, effective April 1, 2015.


·

Our net loss for the three months ended June 30, 2015 was $4,193,000 as compared with a net loss of $5,669,000 for the comparable prior year period, a decrease of $1,476,000, or 26.0%. The decrease in the net loss is primarily due to increased revenues and gross margin, offset partially by increased operating expenses and an increase in interest expense.


The Years Ended June 30, 2015 vs. June 30, 2014

·

Revenues for the year ended June 30, 2015 were $12,991,000 as compared with $8,552,000 for the comparable prior year period, an increase of $4,439,000, or 51.9%.  The increase in revenue is due primarily to the 139.7% increase in the number of QS-B220 desktop units sold in the year ended June 30, 2015, due to increased shipments to European airports, due to the ECAC mandate to implement passenger checkpoint and checked baggage ETD screening at   airports serving more than 500,000 passengers annually, by no later than September 1, 2015, increased






shipments to U.S. air cargo screening facilities, increased shipments into Latin America for use in drug detection and increased shipments to agencies of the U.S. government, which resulted in a 117.8% increase in QS-B220 revenues and, to a lesser extent,  a 73.7% increase in sales of parts and supplies in the year ended June 30, 2015, as compared to the comparable prior year period. Partially offsetting these increases are a 9.6% decrease in the number of QS-H150 handheld units sold in the year ended June 30, 2015, primarily due to decreased shipments into Mexico and China in the year ended June 30, 2015, which resulted in a 14.7% decrease in QS-H150 revenues. The average unit sell prices on sales of our QS-B220 desktop units and on sales of our QS-H150 handheld units, decreased 9.1% and 5.6%, respectively, in the current fiscal period as compared to the comparable prior period. Sales of QS-B220 were favorably impacted in the current period due to the acceptance of the QS-B220 into the “Qualified” section of the TSA’s Air Cargo Screening Technology List and achieving European Civil Aviation Conference (“ECAC”) Common Evaluation Process of Security Equipment for airport checkpoint screening of passengers and baggage. Competitive market conditions are expected to continue to have a negative impact on our average unit sales prices for the foreseeable future.


·

Gross margin for the year ended June 30, 2015 was $4,519,000 or 34.8% of revenues as compared with $2,054,000 or 24.0% of revenues for the comparable prior year period.  The increase in gross margin as a percent of revenues is primarily due to increased manufacturing overhead absorption due to increased QS-B220 unit volume and a $150,000 decrease in royalty costs, partially offset by a decrease in the average unit sell price on sales of our QS-B220 desktop units and on sales of our QS-H150 handheld units, which decreased 9.1% and 5.6%, respectively and by a $71,000 increase in stock-based compensation.

·

Research and development expense for the year ended June 30, 2015 was $5,014,000 as compared with $4,787,000 for the comparable prior year period, an increase of $227,000 or 4.7%.  The increase in research and development expense is due primarily to a $151,000 increase in payroll and related benefit costs due to the increased employee bonuses approved by the board of directors, a $69,000 increase in travel cost in support of our sales process in Europe, $42,000 of costs incurred to relocate the San Diego, CA advanced technology office, and a $69,000 increase in stock-based compensation, due primarily to the accelerated vesting of certain options issued on July 2, 2014, offset partially by a $111,000 decrease in engineering consulting.

·

Selling, general and administrative expenses for the year ended June 30, 2015 were $12,201,000 as compared with $11,388,000 for the comparable prior year period, an increase of $813,000, or 7.1%. The increase in selling, general and administrative expenses is due primarily to a $1,196,000 increase in payroll and related benefits due primarily to separation benefits of $725,000 provided to our former CEO  due to his resignation, and to a lesser extent, $331,000 of bonuses approved by the board of directors, $274,000 of charges incurred pursuant to our Letter Agreement with Luveti, a $214,000 increase in legal expenses, a $125,000 increase in consulting expenses, due to the due to the issuance of 550,000 shares of our common stock to certain consultants, a $75,000 increase in variable selling expenses, a $46,000 increase in bad debt expenses and $28,000 of restructuring cost incurred to close our Shanghai office. Partially offsetting these increases are a $697,000 decrease in stock-based compensation expense on non-employee warrants, a $93,000 decrease in travel expenses, a $109,000 decrease in stock-based compensation on employee stock options, a $97,000 decrease in occupancy costs due to the relocation of our corporate offices in July 2013 and the $47,000 loss on the disposal of machinery and equipment recorded in the prior year period.


·

For the year ended June 30, 2015, other expense was $8,847,000 as compared with other expense of $6,889,000, for the comparable prior year period, an increase of $1,958,000. The increase is due to increased interest expense on higher borrowings under our credit facility with DMRJ and our credit facility with BAM, and, to a lesser extent, an increase in the BAM interest rate to 16% per annum from 15% per annum, effective April 1, 2015.


·

Our net loss for the year ended June 30, 2015 was $21,543,000 as compared with a net loss of






$21,010,000 for the comparable prior year period, an increase of $533,000, or 2.5%.  The increase in the net loss is primarily due to increased operating expenses and increased interest expense.


Company Webcast and Conference Call

 

The Company will host a webcast and conference call on Monday, September 28, 2015 at 4:15 PM Eastern time to review financial results for the quarter and fiscal year ended June 30, 2015. Following the Company’s prepared remarks, there will be a Q&A session.  The call can be accessed by dialing: 866-318-8619 within the U.S. or 617-399-5138 outside the U.S. and entering passcode 19758357.  Participants are asked to call the assigned number approximately 5 minutes before the conference call begins.  A replay of the conference call will be available approximately two hours after the call for one month by dialing: 888-286-8010 within the U.S. or 617-801-6888 outside the U.S. and entering passcode 34177190.  The conference call will also be available live over the Internet at the “Webcasts” page of the Investor Relations section of Implant Sciences’ website at www.implantsciences.com.  A replay of the webcast will be available for one month after the call.


About Implant Sciences

Implant Sciences is a leader in developing and manufacturing advanced detection capabilities to counter and eliminate the ever-evolving threats from explosives and drugs. The Company's team of dedicated trace detection experts has developed proprietary technologies used in its commercial products, thousands of which have been sold across more than 60 countries worldwide. The Company's ETDs have received approvals and certifications from several international regulatory agencies including the TSA in the U.S., ECAC in Europe, CAAC and the Ministry of Public Safety in China, Russia FSB, STAC in France, and the German Ministry of the Interior. It has also received the 2015 GSN Airport/Seaport/Border Security Award for "Best Security Checkpoint”.  All Implant Sciences products are recognized as Qualified Anti-Terrorism Technologies by the Department of Homeland Security. For further details on the Company and its products, please visit the Company's website at www.implantsciences.com.


Cautionary Note Regarding Forward-Looking Statements


This press release and any statements of employees, representatives and partners of Implant Sciences Corporation (the "Company") related thereto contain or may contain certain “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995.  Such statements may include, without limitation, statements with respect to the Company's plans, objectives, projections, expectations and intentions and other statements identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential" or similar expressions.   Such statements are based on management’s current expectations and are subject to significant risks and uncertainties (many of which are beyond the Company’s control) that could cause the Company’s actual results to differ materially from the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risks that we will be required to repay all of our indebtedness to our secured lenders by March 31, 2016; if we are unable to satisfy our obligations to our secured lenders and to raise additional capital to fund operations, our lenders may seize our assets and our business may fail; we continue to incur substantial operating losses and may never be profitable; our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern; there is no guaranty that the Transportation Security Administration (TSA) or any other U.S. or foreign government and law enforcement agencies or commercial consumers will purchase any of our explosives detection products or that any new products we may develop will be accepted by the TSA or by such other governments, agencies or consumers; economic, our backlog does not necessarily represent actual future shipments since orders, including our delivery order with the TSA, may be delayed or cancelled by our customers without financial penalty.  The rate of customer order cancellations can vary quarter to quarter and year to year. Customers may also reject nonconforming products; political and other risks associated with international sales and operations could adversely affect our sales; liability claims related to our products or our handling of hazardous materials could






damage our reputation and have a material adverse effect on our financial results; our business is subject to intense competition; our markets are subject to rapid technology change and our ability to generate revenue and profit will depend on our ability to develop and introduce new products; we may not be able to retain our management and key employees or identify, hire and retain additional personnel as needed; we may not be able to enforce our patent and other intellectual property rights or operate without infringing on the proprietary rights of others; and other risks and uncertainties described in our filings with the Securities and Exchange Commission, including our most recent Forms 10-K, 10-Q and 8-K.  In light of these risks and uncertainties, readers are cautioned that actual results may differ significantly from those described or anticipated in the forward-looking statements.  The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.


Contact:

Implant Sciences Corporation

Company Contact:

Robert Liscouski

978-752-1700 x 116   








Implant Sciences Corporation

Consolidated Balance Sheets

(In thousands except share and per share amounts)

 

June 30,

 

 

 

2015

 

 

 

2014

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

1,985

 

 

$

391

 

Restricted cash and investments

 

367

 

 

 

312

 

Accounts receivable-trade, net of allowances of $47 and $1,  respectively

 

872

 

 

 

545

 

Inventories, net

 

5,244

 

 

 

2,868

 

Prepaid expenses and other current assets

 

946

 

 

 

315

 

Total current assets

 

9,414

 

 

 

4,431

 

Property and equipment, net

 

880

 

 

 

619

 

Restricted cash and investments

 

-

 

 

 

312

 

Other non-current assets

 

98

 

 

 

117

 

Total assets

$

10,392

 

 

$

5,479

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Senior secured promissory note – BAM

$

20,000

 

 

$

20,000

 

Senior secured convertible promissory note – Montsant Partners

 

3,184

 

 

 

3,184

 

Senior secured promissory note – DMRJ

 

1,000

 

 

 

1,000

 

Second senior secured convertible promissory note – DMRJ

 

12,000

 

 

 

12,000

 

Third senior secured convertible promissory note – DMRJ

 

12,000

 

 

 

12,000

 

Line of credit - DMRJ

 

16,662

 

 

 

2,995

 

Current maturities of obligations under capital lease

 

45

 

 

 

45

 

Accrued expenses

 

17,080

 

 

 

11,094

 

Accounts payable

 

2,855

 

 

 

3,675

 

Deferred revenue

 

3,454

 

 

 

483

 

Total current liabilities

 

88,280

 

 

 

66,476

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term obligations under capital lease, net of current maturities

 

20

 

 

 

66

 

Accrued liabilities other – long-term

 

48

 

 

 

-

 

Deferred revenue, net of current

 

221

 

 

 

142

 

Total long-term liabilities

 

289

 

 

 

208

 

Total liabilities

 

88,569

 

 

 

66,684

 

Commitments and contingencies

 

 

 

 

   

 

 

Stockholders' deficit:

 

 

 

 

 

 

 

Common stock; $0.001 par value; 200,000,000 shares authorized; 75,113,665 and 75,103,120 issued and outstanding at June 30, 2015 and 63,634,171 and 63,623,626  shares issued and outstanding at June 30, 2014

 

75

 

 

 

64

 

Preferred stock; no stated value; 5,000,000 shares authorized

 

 

 

 

 

 

 

Series G Convertible Preferred Stock, no stated value; 650,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Series H Convertible Preferred Stock; no stated value; 15,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Series I Convertible Preferred Stock; no stated value; 15,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Series J Convertible Preferred Stock; no stated value; 6,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Additional paid-in capital

 

112,613

 

 

 

107,055

 

Accumulated deficit

 

(189,429

)

 

 

(167,886

)

Deferred compensation

 

(1,366

)

 

 

(367

)

Other comprehensive income

 

3

 

 

 

2

 

Treasury stock, 10,545 common shares, at cost

 

(73

)

 

 

(73

)

Total stockholders' deficit

 

(78,177

)

 

 

(61,205

)

Total liabilities and stockholders' deficit

$

10,392

 

 

$

5,479

 













Implant Sciences Corporation

Consolidated Statements of Operations and Comprehensive Loss

(In thousands except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

June 30,

 

 

For the Year Ended

June 30,

 

 

 

2015

 

 

 

2014

 

 

 

2015

 

 

 

2014

 

Revenues

$

5,676

 

 

$

1,529

 

 

$

12,991

 

 

$

8,552

 

Cost of revenues

 

3,315

 

 

 

1,664

 

 

 

8,472

 

 

 

6,498

 

Gross margin

 

2,361

 

 

 

(135

)

 

 

4,519

 

 

 

2,054

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

1,095

 

 

 

1,186

 

 

 

5,014

 

 

 

4,787

 

Selling, general and administrative

 

3,013

 

 

 

2,449

 

 

 

12,201

 

 

 

11,388

 

Total operating expenses

 

4,108

 

 

 

3,635

 

 

 

17,215

 

 

 

16,175

 

Loss from operations

 

(1,747

)

 

 

(3,770

)

 

 

(12,696

)

 

 

(14,121

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

-

 

 

 

-

 

 

 

1

 

 

 

1

 

Interest expense

 

(2,446

)

 

 

(1,899

)

 

 

(8,848

)

 

 

(6,890

)

Total other expense, net

 

(2,446

)

 

 

(1,899

)

 

 

(8,847

)

 

 

(6,889

)

Net loss  

 

(4,193

)

 

 

(5,669

)

 

 

(21,543

)

 

 

(21,010

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

-

 

 

 

2

 

 

 

1

 

 

 

2

 

Other comprehensive income

 

-

 

 

 

2

 

 

 

1

 

 

 

2

 

Comprehensive loss

$

(4,193

)

 

$

(5,667

)

 

$

(21,542

)

 

$

(21,008

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

$

(0.06

)

 

$

(0.09

)

 

$

(0.30

)

 

$

(0.35

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing net loss per common share, basic and diluted

 

74,719,787

 

 

 

63,599,293

 

 

 

70,770,705

 

 

 

60,753,054

 










Implant Sciences Corporation

Consolidated Sales by Product

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30, 2015

 

 

 

For the Three Months Ended June 30, 2014

 

 

 

 

 

 

 

 

 

Amount

 

Mix

 

 

 

Amount

 

Mix

 

 

 

 

Change %

 

 

QS-H150

 

$

585

 

 

10.3

 

%

 

$

794

 

 

51.9

 

%

 

 

(26.3

)

%

QS-B220

 

 

4,605

 

 

81.1

 

%

 

 

575

 

 

37.6

 

%

 

 

700.9

 

%

Parts & supplies

 

 

486

 

 

8.6

 

%

 

 

160

 

 

10.5

 

%

 

 

203.8

 

%

Total

 

$

5,676

 

 

100.0

 

%

 

$

1,529

 

 

100.0

 

%

 

 

271.2

 

%


 

 

For the Year Ended           June 30, 2015

 

 

 

For the Year  Ended          June 30, 2014

 

 

 

 

 

 

 

 

 

Amount

 

Mix

 

 

 

Amount

 

Mix

 

 

 

 

Change %

 

 

QS-H150

 

$

3,464

 

 

26.7

 

%

 

$

4,060

 

 

47.5

 

%

 

 

(14.7

)

%

QS-B220

 

 

8,511

 

 

65.5

 

%

 

 

3,907

 

 

45.7

 

%

 

 

117.8

 

%

Parts & supplies

 

 

1,016

 

 

7.8

 

%

 

 

585

 

 

6.8

 

%

 

 

73.7

 

%

Total

 

$

12,991

 

 

100.0

 

%

 

$

8,552

 

 

100.0

 

%

 

 

51.9

 

%









Implant Sciences Corporation

Earnings Before Interest, Income Taxes, Depreciation, Amortization and Stock-Based Compensation                 (“Adjusted EBITDA”)

(In thousands except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

June 30,

 

 

For the Year Ended

June 30,

 

 

 

2015

 

 

 

2014

 

 

 

2015

 

 

 

2014

 

Net loss

$

(4,193

)

 

$

(5,669

)

 

$

(21,543

)

 

$

(21,010

)

Interest expense, net

 

2,446

 

 

 

1,899

 

 

 

8,847

 

 

 

6,889

 

Income taxes

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Depreciation

 

45

 

 

 

40

 

 

 

171

 

 

 

154

 

Stock-based compensation

 

299

 

 

 

261

 

 

 

2,680

 

 

 

2,649

 

Warrants issued to non-employees

 

24

 

 

 

530

 

 

 

289

 

 

 

1,270

 

Common stock issued to consultants

 

435

 

 

 

-

 

 

 

503

 

 

 

-

 

Adjusted EBITDA (1)

$

(944

)

 

$

(2,939

)

 

$

(9,053

)

 

$

(10,048

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1) Adjusted EBITDA is defined as net loss plus interest expense, net of interest income, income taxes, depreciation and amortization, stock-based compensation, change in fair value of warrants issued to non-employees and the fair value of common stock issued to consultants.  EBITDA is commonly used in the technology industry, and we present Adjusted EBITDA to enhance your understanding of our financial performance.  We use Adjusted EBITDA as an internal performance measurement and believe that it provides investors and analysts with a measure of operating results unaffected by differences in capital structures and capital investment among otherwise comparable companies and improves comparability of results of operations. Management uses this supplemental measure to evaluate performance over a period of time and to analyze underlying trends in the Company's business and to establish operational goals and forecast that are used in allocating resources.  We expect to compute our non-GAAP financial measure, using the same consistent method from quarter to quarter and year to year.            


While we believe that Adjusted EBITDA is a useful measure for investors, it is not a measurement presented in accordance with accounting principles generally accepted in the United States, or GAAP.  You should not consider Adjusted EBITDA in isolation or as a substitute for net income, cash flows from operations, or any other performance measures calculated in accordance with GAAP.  In addition, Adjusted EBITDA has inherent material limitations as a performance measure.  It does not include interest expense, but because we have borrowed money, interest expense is a necessary element of our costs.  In addition, Adjusted EBITDA does not include depreciation.  Since we have capital assets, depreciation expense is a necessary element of our costs.  Adjusted EBITDA does not include stock-based compensation, which is a necessary element of our costs since we issue stock awards to employees as an important incentive to maximize overall company performance and as a benefit of employment with the company.  Adjusted EBITDA does not include the fair value of warrants issued to non-employees, which is a necessary element of our costs since we have issued warrants to non-employees and as part of our financing strategy. Finally, Adjusted EBITDA does not include the fair value of common stock issued to consultants, which is a necessary element of our costs since we have issued shares of our common stock in lieu of cash payments to consultants we have retained. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.