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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 000-29196
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PROFILE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 91-1418002
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Park Avenue, Suite 201
Manhasset, New York 11030
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(Address of principal executive offices) (Zip Code)
(516) 365-1909
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(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer (Do not check |_| Smaller reporting company |X|
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 |_| No |X|.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 15,831,097 shares of Common
Stock as of May 11, 2009.
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PROFILE TECHNOLOGIES, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2009
Table of Contents
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets (Unaudited).....................................................3
Statements of Operations (Unaudited) ..........................................4
Statements of Stockholders' Deficit (Unaudited)................................5
Statements of Cash Flows (Unaudited)...........................................6
Notes to Financial Statements (Unaudited)......................................7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................17
Item 4T Controls and Procedures..............................................23
PART II OTHER INFORMATION
Item 1. Legal Proceedings....................................................24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..........24
Item 3. Defaults Upon Senior Securities......................................24
Item 4. Submission of Matters to a Vote of Security Holders..................24
Item 5. Other Information....................................................24
Item 6. Exhibits.............................................................24
Signatures
Certifications
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
PROFILE TECHNOLOGIES, INC.
BALANCE SHEETS
MARCH 31, 2009 AND JUNE 30, 2008
(Unaudited)
March 31, June 30,
2009 2008
------------ ------------
ASSETS
Current assets
Cash and cash equivalents $ 421,853 $ 294,113
Accounts receivable -- 16,872
Prepaid expenses and other current assets 8,976 11,557
------------ ------------
Total current assets 430,829 322,542
Equipment, net of accumulated depreciation of $8,605 and $12,791 3,282 7,567
Other assets 7,559 7,303
------------ ------------
Total assets $ 441,670 $ 337,412
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 162,525 $ 168,484
Note payable to stockholder 7,500 7,500
Current portion of convertible debt, net of unamortized discount of $21,956 and $7,488 13,044 67,512
Deferred wages 800,714 769,792
Accrued professional fees 254,150 232,150
Accrued interest 621 1,371
Other accrued expenses 12,644 12,644
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Total current liabilities 1,251,198 1,259,453
Long-term convertible debt, net of unamortized discount of $0 and $32,030 -- 2,970
------------ ------------
Total liabilities 1,251,198 1,262,423
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Commitments and contingencies
Stockholders' deficit
Common stock, $0.001 par value: 40,000,000 shares authorized,
15,719,145 and 14,383,705 shares issued and outstanding 15,719 14,384
Common stock issuable; 11,952 and 5,555 shares 12 6
Additional paid-in capital 17,297,547 15,466,797
Accumulated deficit (18,122,806) (16,406,198)
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Total stockholders' deficit (809,528) (925,011)
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Total liabilities and stockholders' deficit $ 441,670 $ 337,412
============ ============
(The accompanying notes are an integral part of these financial statements)
3
PROFILE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
---------------------------- ----------------------------
2009 2008 2009 2008
------------ ------------ ------------ ------------
Revenue $ -- $ -- $ 27,281 $ 13,300
Cost of revenue (678) -- (23,831) (18,834)
------------ ------------ ------------ ------------
Gross margin (678) -- 3,450 (5,534)
Operating expenses
Research and development 89,549 59,084 467,464 324,264
Selling 40,092 62,861 124,655 62,861
General and administrative 180,765 159,022 1,102,695 1,038,698
------------ ------------ ------------ ------------
Total operating expenses 310,406 280,967 1,694,814 1,425,823
Loss from operations (311,084) (280,967) (1,691,364) (1,431,357)
Other income (expense)
Gain (loss) on sale (disposal) of fixed assets -- 6,914 (7,567) 6,914
Interest expense (9,603) (3,115) (20,918) (23,173)
Interest income 67 3,989 3,241 13,024
------------ ------------ ------------ ------------
Total other income (expense) (9,536) 7,788 (25,244) (3,235)
Net loss $ (320,620) $ (273,179) $ (1,716,608) $ (1,434,592)
============ ============ ============ ============
Net loss per share - basic and diluted $ (0.02) $ (0.02) $ (0.11) $ (0.10)
Weighted average shares outstanding used to
calculate basic and diluted net loss per share 15,700,986 14,316,123 15,495,222 13,856,985
(The accompanying notes are an integral part of these financial statements)
4
PROFILE TECHNOLOGIES, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND YEAR ENDED JUNE 30, 2008
(Unaudited)
Common Stock Common Stock Issuable
--------------------------- ----------------------------
Shares Amount Shares Amount
------------ ------------ ------------ ------------
Balance at June 30, 2007 12,798,706 $ 12,799 -- $ --
Issuance of common stock warrants and options
for services to consultants -- -- -- --
Issuance of common stock warrants and options
for services to employees and board of directors -- -- -- --
Stock compensation amortization expense -- -- -- --
Issuance of common stock related to the 2007 Offering 1,434,999 1,435 5,555 6
Common stock issuance costs related to the 2007 Offering -- -- -- --
Issuance of common stock upon conversion
of convertible debt to equity 30,000 30 -- --
Exercise of stock options 50,000 50 -- --
Exercise of warrants 70,000 70 -- --
Net loss -- -- -- --
------------ ------------ ------------ ------------
Balance at June 30, 2008 14,383,705 $ 14,384 5,555 $ 6
Issuance of common stock previously reported as "issuable" 5,555 6 (5,555) (6)
Issuance of common stock for services to consultants -- -- 1,952 2
Issuance of common stock options for services to consultants -- -- -- --
Issuance of common stock options for services to employees
and board of directors -- -- -- --
Stock compensation amortization expense -- -- -- --
Issuance of common stock related to the 2007 Offering 1,109,885 1,109 -- --
Common stock issuance costs related to the 2007 Offering -- -- -- --
Issuance of common stock upon conversion
of convertible debt to equity 140,000 140 10,000 10
Exercise of stock options 40,000 40 -- --
Exercise of warrants 40,000 40 -- --
Net loss -- -- -- --
------------ ------------ ------------ ------------
Balance at March 31, 2009 15,719,145 $ 15,719 11,952 $ 12
============ ============ ============ ============
Table continues below.
Additional Total
Paid-in Accumulated Stockholders'
Capital Deficit Deficit
------------ ------------ ------------
Balance at June 30, 2007 $ 13,599,061 $(14,661,970) $ (1,050,110)
Issuance of common stock warrants and options
for services to consultants 83,600 -- 83,600
Issuance of common stock warrants and options
for services to employees and board of directors 509,250 -- 509,250
Stock compensation amortization expense 16,626 -- 16,626
Issuance of common stock related to the 2007 Offering 1,295,060 -- 1,296,501
Common stock issuance costs related to the 2007 Offering (129,650) -- (129,650)
Issuance of common stock upon conversion
of convertible debt to equity 14,970 -- 15,000
Exercise of stock options 27,450 -- 27,500
Exercise of warrants 50,430 -- 50,500
Net loss -- (1,744,228) (1,744,228)
------------ ------------ ------------
Balance at June 30, 2008 $ 15,466,797 $(16,406,198) $ (925,011)
Issuance of common stock previously reported as "issuable" -- -- --
Issuance of common stock for services to consultants 2,687 -- 2,689
Issuance of common stock options for services to consultants 114,400 -- 114,400
Issuance of common stock options for services to employees
and board of directors 668,300 -- 668,300
Stock compensation amortization expense 16,689 -- 16,689
Issuance of common stock related to the 2007 Offering 997,794 -- 998,903
Common stock issuance costs related to the 2007 Offering (99,890) -- (99,890)
Issuance of common stock upon conversion
of convertible debt to equity 74,850 -- 75,000
Exercise of stock options 27,960 -- 28,000
Exercise of warrants 27,960 -- 28,000
Net loss -- (1,716,608) (1,716,608)
------------ ------------ ------------
Balance at March 31, 2009 $ 17,297,547 $(18,122,806) $ (809,528)
============ ============ ============
(The accompanying notes are an integral part of these financial statements)
5
PROFILE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008
(Unaudited)
Nine Months Ended
March 31,
2009 2008
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Cash flows from operating activities
Net loss $(1,716,608) $(1,434,592)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,352 1,966
Loss (gain) on disposal of fixed assets 7,567 (6,914)
Accreted discount on convertible debt 13,872 2,595
Amortization of convertible debt discount included in interest expense 3,690 14,802
Amortization of debt issuance costs 80 120
Equity issued for services to consultants 117,089 83,600
Equity issued for services to employees and board of directors 668,300 520,313
Stock compensation amortization expense 16,689 --
Changes in operating assets and liabilities:
Decrease in accounts receivable 16,872 --
Increase in deferred contract costs -- (263)
Decrease (increase) in prepaid expenses and other current assets 2,581 (19,259)
(Increase) decrease in other assets (336) 1,551
(Decrease) increase in accounts payable (5,959) 2,107
Increase in deferred wages 30,922 20,100
Increase in accrued professional fees 22,000 16,000
Decrease in accrued interest (750) (187)
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Net cash used in operating activities (822,639) (798,061)
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Cash flows from investing activities
Purchase of fixed assets (4,634) --
Proceeds from sale of fixed assets -- 6,914
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Net cash (used in) provided by investing activities (4,634) 6,914
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Cash flows from financing activities
Common stock issuance costs (99,890) (129,150)
Proceeds from issuance of common stock 998,903 1,291,501
Proceeds from exercise of stock options and warrants 56,000 50,500
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Net cash provided by financing activities 955,013 1,212,851
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Increase in cash and cash equivalents 127,740 421,704
Cash and cash equivalents at beginning of period 294,113 119,585
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Cash and cash equivalents at end of period $ 421,853 $ 541,289
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Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,505 $ 4,439
Convertible debt converted into 150,000 and 30,000 shares
of common stock during the nine months ended March 31, 2009 and 2008 $ 75,000 $ 15,000
(The accompanying notes are an integral part of these financial statements)
6
PROFILE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
(Unaudited)
Note 1. Organization and Description of Business
Profile Technologies, Inc. (the "Company"), was incorporated in 1986 and
commenced operations in fiscal year 1988. The Company is in the business of
providing pipeline inspection services to locate corrosion and other anomalies
that require assessment to verify pipeline integrity. The Company has developed
a patented, non-destructive and non-invasive, high speed scanning process that
uses electromagnetic waves to inspect remotely buried and above ground, cased
and insulated pipelines for corrosion and other anomalies. The Company's
inspection services are available to owners and operators of natural gas and oil
pipelines, power plants, refineries, utilities, and other facilities which have
cased or insulated pipe. The Company is actively marketing to these sectors. In
conjunction with providing inspection services, the Company continues research
and development of the application of its patented technologies to inspect
pipelines for internal corrosion and anomalies as well as for those pipelines
that are directly buried.
Note 2. Going Concern Uncertainties
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company incurred cumulative losses of
$18,122,806 through March 31, 2009, does not have positive cash flows from
operating activities, and had negative working capital of $820,369 as of March
31, 2009. The Company faces all of the risks common to companies that are
actively marketing to customers utilizing a relatively new technology, including
under capitalization and uncertainty of funding sources, high expenditure
levels, uncertain revenue streams, and difficulties managing growth.
Additionally, the Company has expended a significant amount of cash in
developing its technology and patented processes. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management recognizes that in order to meet the Company's capital requirements,
and continue to operate, additional financing, including seeking
industry-partner investment through joint ventures or other possible
arrangements, will be necessary. The Company is evaluating alternative sources
of financing to improve its cash position and is undertaking efforts to raise
capital. If the Company is unable to raise additional capital or secure revenue
contracts and generate positive cash flow, it is unlikely that the Company will
be able to continue as a going concern. These financial statements do not give
effect to any adjustments which will be necessary should the Company be unable
to continue as a going concern and therefore be required to realize its assets
and discharge its liabilities in other than the normal course of business and at
amounts different from those reflected in the accompanying financial statements.
Note 3. Presentation of Interim Information
The accompanying unaudited interim financial statements have been prepared in
accordance with Form 10-Q instructions and in the opinion of management of
Profile Technologies, Inc., include all adjustments (of a normal recurring
nature) considered necessary to present fairly the financial position as of
March 31, 2009 and June 30, 2008, the results of operations for the three and
nine months ended March 31, 2009 and 2008 and cash flows for the nine months
ended March 31, 2009 and 2008. These results have been determined on the basis
of generally accepted accounting principles and practices in the United States
and applied consistently with those used in the preparation of the Company's
2008 Annual Report on Form 10-KSB.
Certain information and footnote disclosures normally included in the quarterly
financial statements presented in accordance with generally accepted accounting
principles in the United States have been condensed or omitted. It is suggested
that the accompanying unaudited interim financial statements be read in
conjunction with the financial statements and notes thereto incorporated by
reference in the Company's 2008 Annual Report on Form 10-KSB.
Note 4. Summary of Significant Accounting Policies
The preparation of the Company's financial statements requires management to
make estimates and use assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses. These estimates and assumptions are
affected by management's application of accounting policies. Critical accounting
policies for the Company include service contract revenue and cost recognition,
accounting for research and development costs, and accounting for stock-based
compensation. On an on-going basis, the Company evaluates its estimates. Actual
results and outcomes may differ materially from these estimates and assumptions.
7
Service Contract Revenue and Cost Recognition
The Company recognizes revenue from service contracts using the proportional
performance method of accounting. Contract revenue earned is measured based on
the number of measurable units of pipelines inspected to the total number of
units contracted to be inspected. Revenue is recognized based on the completion
of such measurable units. The proportional performance method is used to
recognize revenue because management considers measurable units of completion to
be the best available measure of progress towards the completion of service
contracts. Changes in estimated revenue on service contracts are recognized
during the period in which the change in estimate becomes known.
Cost of revenue includes time incurred and materials used to plan the pipeline
inspections, mobilize and demobilize field crews, perform the inspection
services, analyze the resulting data and prepare the final inspection report.
Cost of revenue also includes any idle time incurred by personnel scheduled to
work on customer contracts. Costs are recognized as incurred as they are not an
indicator of the progress towards completion of the pipeline inspection
services.
Anticipated losses on service contracts, if any, are charged to earnings in
their entirety as soon as such losses can be estimated.
Research and Development
Research and development costs represent costs incurred to develop the Company's
technology, including employee and consultant time and material and equipment
expense. The Company charges all research and development expenses to operations
as they are incurred except for prepayments which are capitalized and amortized
over the applicable period.
During the three months ended March 31, 2009 and 2008, the Company incurred
$89,549 and $59,084 on research and development activities. During the nine
months ended March 31, 2009 and 2008, the Company incurred $467,464 and $324,264
on research and development activities.
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with SFAS No.
123R Share-Based Payment ("SFAS 123R"). Under the fair value recognition
provisions of this statement, share-based compensation cost is measured at the
grant date based on the fair value of the award and is recognized as expense
over the requisite service period. Determining the fair value of share-based
awards at the grant date requires judgment, including estimating expected lives
and volatility. In addition, judgment is also required in estimating the amount
of share-based awards that are expected to be forfeited. If actual results
differ significantly from these estimates, stock-based compensation expense and
the Company's results of operations could be materially impacted.
Vendor Concentration
Consultant Scientist Fees
The Company relies on the expertise of two consultant scientists to facilitate
the development and testing of the Company's hardware and software. These
scientists are also instrumental in compiling and interpreting the data captured
during the use of the hardware and software. The loss of the specialized
knowledge provided by the scientists could have an adverse effect on the ability
of the Company to successfully market its hardware and software. During the
three months ended March 31, 2009 and 2008, the Company incurred cash fees
payable to the scientists of $65,214 and $60,733. During the nine months ended
March 31, 2009 and 2008, the Company incurred cash fees payable to the
scientists of $184,027 and $219,160.
On November 17, 2008, as partial compensation for services rendered, the Company
granted the scientists stock options to purchase a total of 50,000 shares of
common stock at an exercise price of $1.70 per share, expiring November 16,
2013. The 50,000 stock options had a fair value at the date of grant of $52,000,
which is included in research and development expense in the Company's
Statements of Operations for the nine months ended March 31, 2009.
8
On November 16, 2007, as partial compensation for services rendered, the Company
granted the scientists stock options to purchase a total of 50,000 shares of
common stock at an exercise price of $1.20 per share, expiring November 15,
2012. The 50,000 stock options had a fair value at the date of grant of $38,000,
which is included in research and development expense in the Company's
Statements of Operations for the nine months ended March 31, 2008.
Total cash and equity compensation expense incurred for settlement of services
rendered by the scientists totaled $65,214 and $236,027 for the three and nine
months ended March 31, 2009.
Total cash and equity compensation expense incurred for settlement of services
rendered by the scientists totaled $60,733 and $257,160 for the three and nine
months ended March 31, 2008.
As of March 31, 2009, the Company owed the consultant scientists a total of
$85,194, which is included in accounts payable.
Recently Issued Accounting Standards
In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair Value Measurements" (SFAS 157), which establishes a framework for
measuring fair value and requires expanded disclosures regarding fair value
measurements. In February 2008, the FASB issued FASB Staff Position No. 157-2,
"Effective Date of FASB Statement 157" (FSP 157-2), which allows for the
deferral of the adoption date of SFAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis. The Company is required
to adopt SFAS 157 for the assets and liabilities within the scope of FSP 157-2
on July 1, 2009, the beginning of its fiscal year 2010. In October 2008, the
FASB issued SFAS Staff Position No. 157-3, "Determining the Fair Value of a
Financial Asset in a Market That Is Not Active" (FSP 157-3), which clarifies the
application of SFAS 157 when the market for a financial asset is inactive. The
adoption of SFAS 157 for those assets and liabilities not subject to the
deferral permitted by FSP 157-2 did not have a material impact on the Company's
financial statements. The Company does not expect the adoption of SFAS 157 for
non-financial assets and liabilities to have a material impact on its financial
statements. The guidance in FSP 157-3 is effective immediately and did not have
a material effect on the Company's financial statements.
In June 2008, the FASB issued Staff Position EITF 03-06-1, "Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities" (FSP EITF 03-06-1). FSP EITF 03-06-1 provides that unvested
share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of earnings per share pursuant to the
two-class method in SFAS No. 128, "Earnings per Share." FSP EITF 03-06-1 must be
adopted for reporting periods beginning after December 15, 2008. FSP EITF
03-06-1 did not have any impact on the Company's financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of Accounting Research Bulletin
No 51" (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent's ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent's ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
Company must adopt SFAS 160 on July 1, 2009, the beginning of its fiscal year
2010. The Company does not expect the application of SFAS No. 160 to have a
material effect on its financial statements.
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations" (SFAS
141R), which establishes principles and requirements for the reporting entity in
a business combination, including recognition and measurement in the financial
statements of the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree. SFAS 141R applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period on or after December 15, 2008,
and interim periods within those fiscal years. The Company must adopt SFAS 141R
on July 1, 2009, the beginning of its fiscal year 2010. The Company does not
expect the application of SFAS 141R to have a material effect on its financial
statements.
In May 2008, the FASB issued Staff Position ("FSP") No. APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement) ("FSP APB 14-1"), which states that
convertible debt instruments that may be settled in cash upon conversion
(including partial cash settlement) are not addressed by paragraph 12 of
Accounting Principles Board Opinion No. 14 and that issuers of such instruments
should account separately for the liability and equity components of the
instruments in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. FSP APB
14-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and must be applied retrospectively to all periods
presented. The Company must adopt FSP APB 14-1 on July 1, 2009, the beginning of
its fiscal year 2010. The Company does not expect the application of FSP APB
14-1 to have a material effect on its financial statements.
9
Note 5. Stock Based Compensation, Stock Options and Warrants
Stock Option Plans
1999 Stock Plan
On November 16, 1998, the stockholders of the Company ("Stockholders") approved
and adopted the 1999 Stock Plan (the "1999 Stock Plan"). The 1999 Stock Plan
originally provided for the granting of options to purchase a maximum of 500,000
shares of common stock with expiration dates of a maximum of five years from the
date of grant. In November 2006, the Board of Directors amended, and the
Stockholders approved, an increase in the maximum number of shares of common
stock available for grant to 3,500,000 and an increase in the period of time for
which stock options may be exercisable to ten years from the date of grant. In
accordance with the 1999 Stock Plan, no incentive stock options may be granted
more than ten years after the 1999 Stock Plan's effective date.
Since the inception of the 1999 Stock Plan, and prior to the amendment approved
in November 2006, the Company made various stock option grants that had
expiration dates exceeding five years from the date of grant. These stock option
grants were deemed to be granted outside of the 1999 Stock Plan.
2008 Stock Plan
On July 10, 2008, The Board approved and adopted the 2008 Stock Ownership
Incentive Plan ("2008 Stock Plan") and received Stockholder approval on November
17, 2008. Upon adoption of the 2008 Stock Plan by the Stockholders, the Company
may no longer grant stock options under the 1999 Stock Plan.
The 2008 Stock Plan is intended to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentive to employees and consultants, and to promote the success of the
Company's business. In accordance with the 2008 Stock Plan, the Company may
grant stock options to purchase up to 3,500,000 shares of common stock. The 2008
Plan allows incentive stock options to be granted with an expiration date of a
maximum of five years and nonqualified stock options to be granted with an
expiration date of a maximum of ten years from the date of grant.
The grant date fair value of stock options is based on the price of a share of
the Company's common stock on the date of grant. In determining grant date fair
value of stock options, the Company uses the Black-Scholes option pricing model
that employs the following key weighted average assumptions:
Three Months Ended Nine Months Ended
March 31, March 31,
----------------------- -----------------------
2009 2008 2009 2008
--------- ---------- ---------- ----------
Risk-free interest rate *N/A 1.86% 2.13% 3.53%
Volatility *N/A 128.74% 134.11% 145.50%
Expected dividend yield *N/A 0% 0% 0%
Expected life *N/A 3.8 years 4.5 years 4.5 years
Weighted average Black-Scholes value of options granted *N/A $ 0.90 $1.40 $ 1.03
*N/A There were no stock option grants during the three months ended March 31, 2009.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect
at the time of grant for a bond with a similar term. The Company does not
anticipate declaring dividends in the foreseeable future. Volatility is
calculated based on the historical weekly closing stock prices for the same
period as the expected life of the option. As permitted by SAB 107, the Company
uses the "simplified" method for determining the expected term of its "plain
vanilla" stock options. SFAS 123R also requires that the Company recognize
compensation expense for only the portion of stock options that are expected to
vest. Therefore, the Company applies an estimated forfeiture rate that is
derived from historical employee termination data and adjusted for expected
future employee turnover rates. To date, the Company has not experienced any
forfeitures. If the actual number of forfeitures differs from those estimated by
the Company, additional adjustments to compensation expense may be required in
future periods. The Company's stock price volatility, option lives and expected
forfeiture rates involve management's best estimates at the time of such
determination, all of which impact the fair value of the option calculated under
the Black-Scholes methodology and, ultimately, the expense that will be
recognized over the life of the option.
10
The following table sets forth the share-based compensation cost resulting from
stock option grants that was recorded in the Company's Statements of Operations
for the three and nine months ended March 31, 2009 and 2008:
Three Months Ended Nine Months Ended
March 31, March 31,
-------------------- --------------------
2009 2008 2009 2008
-------- -------- -------- --------
General and administrative $ -- $ -- $540,700 $527,100
Research and development 5,563 5,563 258,689 76,813
-------- -------- -------- --------
Total $ 5,563 $ 5,563 $799,389 $603,913
======== ======== ======== ========
On November 17, 2008, the Board approved the issuance of stock options,
exercisable for a total of 525,000 shares of common stock pursuant to the 2008
Stock Plan to certain directors, officers, employees and consultants of the
Company. The grant date of the stock options was November 17, 2008 and they are
fully vested upon grant. The stock options granted to directors, officers, and
employees are exercisable until November 16, 2018. The stock options granted to
the consultants are exercisable until November 16, 2013. The exercise price of
the stock options granted to affiliates owning or controlling more than ten
percent of the Company's common stock was $1.87. The exercise price of the stock
options granted to non-affiliates was $1.70. On November 17, 2008, the date of
grant, the Company recognized $242,000 as research and development expense
related to the fair value of 175,000 of the stock options and $501,850 as
general and administrative expense related to the fair value of 350,000 of the
stock options. The fair value of the stock option grants that expire on November
16, 2018 was estimated using the Black-Scholes option pricing model with the
following weighted average assumptions: expected volatility of 141%, risk-free
interest rate of 2.32%, expected lives of five years, and a 0% dividend yield.
The fair value of the stock option grants that expire on November 16, 2013 was
estimated using the Black-Scholes option pricing model with the following
weighted average assumptions: expected volatility of 107%, risk-free interest
rate of 1.53%, expected lives of 2.5 years, and a 0% dividend yield.
On December 1, 2008, the Board nominated John Agunzo to the Board of Directors.
The Board granted Mr. Agunzo an option to purchase 35,000 shares of the
Company's common stock, under the Company's 2008 Stock Plan. The exercise price
of the stock option was $1.26, the closing price of the Company's common stock
on December 2, 2008, the first day of active trading following the date of
grant. The stock option is fully vested upon grant and expires on November 30,
2018. In addition, Mr. Agunzo will receive $1,000 per month as compensation for
his services as a Board member, all of which is being deferred until the Company
determines that it has the resources to pay it. The Company recognized $38,850,
at the time of grant, as general and administrative expense for the fair value
of the option grant. The fair value of the option grant was estimated using the
Black-Scholes option pricing model with the following weighted average
assumptions: expected volatility of 136%, risk-free interest rate of 1.71%,
expected life of five years, and a 0% dividend yield.
11
A summary of the Company's stock option activity for the nine months ended March
31, 2009 and related information follows:
Weighted
Weighted Average
Number Average Remaining Aggregate
Of Stock Exercise Contractual Intrinsic
Options (1) Price Term Value
----------- -------- ----------- ---------
Outstanding at June 30, 2008 3,755,000 $ 1.11
Grants 560,000 1.71
Exercises (40,000) 0.70
Expirations (70,000) 0.70
-----------
Outstanding at March 31, 2009 4,205,000 $ 1.20 6.25 years $ 48,150
===========
Exercisable at March 31, 2009 4,130,000 $ 1.20 6.30 years $ --
===========
Available for grant at March 31, 2009 (2) 2,940,000
===========
(1) Consists of stock options outstanding under the 1999 Stock Plan, 2008
Stock Plan, and stock options outstanding that were granted outside of
the 1999 Stock Plan and the 2008 Stock Plan.
(2) Shares available for future stock option grants to employees,
officers, directors and consultants of the Company under the 2008
Stock Plan.
The aggregate intrinsic value of the table above represents the total pretax
intrinsic value for all "in-the-money" options (i.e., the difference between the
Company's closing stock price on the last trading day of its third quarter of
2009 and the exercise price, multiplied by the number of shares) that would have
been received by the option holders had all option holders exercised their
options on March 31, 2009. This amount changes based on the fair market value of
the Company's common stock.
As of March 31, 2009, the Company had $55,685 of total unrecognized compensation
cost related to unvested stock options, which is expected to be recognized over
a weighted average period of 2.5 years.
Cash received from stock options exercised during the three and nine months
ended March 31, 2009 was $0 and $28,000.
12
The following table summarizes information about stock options outstanding and
exercisable at March 31, 2009:
Stock Options Outstanding Stock Options Exercisable
--------------------------------------- ----------------------------------------
Weighted Weighted
Average Weighted Average Weighted
Number of Remaining Average Number of Remaining Average
Options Contractual Exercise Options Contractual Exercise
Exercise Prices Outstanding Life (Years) Price Exercisable Life (Years) Price
--------------- ----------- ------------ ----- ----------- ------------ -----
$ 0.50 20,000 0.12 $ 0.50 20,000 0.12 $ 0.50
0.86 435,000 7.62 0.86 435,000 7.62 0.86
0.95 140,000 7.62 0.95 140,000 7.62 0.95
1.05 150,000 2.66 1.05 112,500 2.41 1.05
1.12 285,000 5.21 1.12 285,000 5.21 1.12
1.13 50,000 3.93 1.13 12,500 3.93 1.13
1.16 1,850,000 5.21 1.16 1,850,000 5.21 1.16
1.20 350,000 7.06 1.20 350,000 7.06 1.20
1.21 150,000 6.70 1.21 150,000 6.70 1.21
1.26 35,000 9.67 1.26 35,000 9.67 1.26
1.32 200,000 8.63 1.32 200,000 8.63 1.32
1.50 15,000 8.45 1.50 15,000 8.45 1.50
1.70 390,000 8.22 1.70 390,000 8.22 1.70
1.87 135,000 9.64 1.87 135,000 9.64 1.87
------------ ------------
$ 0.50 - $ 1.87 4,205,000 6.25 $ 1.20 4,130,000 6.30 $ 1.20
============ ============
Warrants
--------
The Company has granted warrants to compensate key employees, consultants, and
board members for past and future services and as incentives during placements
of stock and convertible debt.
A summary of the Company's warrant-related activity for the nine months ended
March 31, 2009 and related information follows:
Number of Weighted
Warrants Average
Outstanding Exercise Price
----------- --------------
Outstanding at June 30, 2008 8,151,028 $ 0.75
Exercises (40,000) 0.70
---------
Outstanding at March 31, 2009 8,111,028 $ 0.75
=========
13
The following table summarizes information about warrants outstanding, all of
which are exercisable at March 31, 2009:
Weighted
Average
Number of Remaining Weighted
Exercise Warrants Contractual Life Average
Prices Outstanding (Years) Exercise Price
------ ----------- ------- --------------
$ 0.60 439,600 2.37 $ 0.60
0.75 7,100,000 2.16 0.75
0.86 450,000 7.62 0.86
1.00 50,000 3.03 1.00
1.05 71,428 3.11 1.05
------------
$ 0.60-1.05 8,111,028 2.48 $ 0.75
============
Cash received from warrants exercised during the three and nine months ended
March 31, 2009 was $0 and $28,000.
Note 6. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted
average number of common shares outstanding during the period. Diluted net loss
per share is computed by dividing the net loss by the weighted average number of
common and dilutive common equivalent shares outstanding during the period. As
the Company had a net loss attributable to common stockholders in each of the
periods presented, basic and diluted net loss per share are the same.
Excluded from the computation of diluted net loss per share for the three and
nine months ended March 31, 2009, because their effect would be antidilutive,
are stock options and warrants to acquire 12,316,028 shares of common stock with
a weighted-average exercise price of $.90 per share. Also excluded from the
computation of diluted net loss per share for the three and nine months ended
March 31, 2009 are 70,000 shares of common stock that may be issued if investors
exercise their conversion right under the Debentures related to the 2003
Offering as discussed in Note 8 "Convertible Debt" because their effect would be
antidilutive.
Excluded from the computation of diluted net loss per share for the three and
nine months ended March 31, 2008, because their effect would be antidilutive,
are stock options and warrants to acquire 11,966,028 shares of common stock with
a weighted-average exercise price of $0.86 per share. Also excluded from the
computation of diluted net loss per share for the three and nine months ended
March 31, 2008 are 220,000 shares of common stock that may be issued if
investors exercise their conversion right under the Debentures related to the
2003 Offering as discussed in Note 8 "Convertible Debt" because their effect
would be antidilutive.
For the three and nine months ended March 31, 2009 and 2008, additional
potential dilutive securities that were excluded from the diluted net loss per
share computation are the exchange rights discussed in Note 9 "Deferred Wages
and Accrued Professional Fees" that could result in options to acquire up to
223,000 shares of common stock with an exercise price of $1.00 per share at
March 31, 2009 and 2008.
For purposes of earnings per share computations, shares of common stock that are
issuable at the end of a reporting period are included as outstanding.
Note 7. Related Parties
Note Payable to Stockholder
In April 2002, the Company issued a non-interest bearing bridge note payable to
an officer of the Company in the amount of $7,500. The note is payable in full
when the Company determines it has sufficient working capital to do so. On
September 29, 2002, the officer who was owed the $7,500 died.
Note 8. Convertible Debt
On June 19, 2003, the Board of Directors approved the offering (the "2003
Offering") of $1,000,000 in convertible debentures (the "Debentures"). The
Debentures are convertible into that number of shares of the Company's common
14
stock equal to the amount of the converted indebtedness divided by $0.50 per
share. The Debentures bear interest at a rate of 5% per annum, payable
quarterly. Delinquent interest payments bear interest at a rate of 12% per
annum. The Company is required to redeem each Debenture on the 5th anniversary
of the date of the Debenture. The Company may, in its discretion, redeem any
Debenture at any time prior to the mandatory redemption date of the Debenture by
providing no less than 60 days' prior written notice to the holder of the
Debenture. Certain events of default will result in the Debentures being
redeemable by the Company upon demand of the holder.
Upon the purchase of, and for each $0.50 of the Debenture's principal amount,
the Company issued to each investor a warrant (the "Warrant") to purchase one
(1) share of the Company's common stock at an exercise price of $0.75 per share.
The Warrants are exercisable at any time prior to the 5th anniversary date of
the redemption of the Debenture.
Warrants issued in connection with the 2003 Offering were recorded based on
their relative fair value as compared to the fair value of the debt at issuance.
The relative fair value of the warrants was recorded as paid-in capital. The
intrinsic value of the Debentures results in a beneficial conversion feature,
recorded as a discount against the Debentures, which reduces the book value of
the convertible debt to not less than zero. The Company amortizes the discount
using the effective interest method over the five-year life of the Debentures.
During the quarter ended March 31, 2005, the Board of Directors terminated the
2003 Offering. As of the closing date of the 2003 Offering, the Company had
raised $503,000 from the 2003 Offering.
During the three and nine months ended March 31, 2009, three and five investors,
respectively, exercised their conversion right and converted their Debentures in
the aggregate principal amounts of $25,000 and $75,000, respectively, pursuant
to the terms of the 2003 Offering. Accordingly the investors were issued an
aggregate of 50,000 and 150,000 shares of common stock during the three and nine
months ended March 31, 2009. The carrying value of the convertible debt was
reclassified as equity upon conversion. Since the Debentures included a
beneficial conversion feature at issuance the remaining unamortized discount of
$3,690 and $3,690 at the conversion date was recognized as interest expense
during the three and nine months ended March 31, 2009.
During the three and nine months ended March 31, 2008, none and one investor
exercised his conversion right and converted his Debenture in the principal
amount of $15,000, pursuant to the terms of the 2003 Offering. Accordingly the
investor was issued 30,000 shares of common stock. The carrying value of the
convertible debt was reclassified as equity upon conversion. Since the
convertible debt instrument included a beneficial conversion feature, the
remaining unamortized discount of $14,802 at the conversion date was recognized
as interest expense during the nine months ended March 31, 2008.
As of March 31, 2009, accrued interest on the Debentures was $621. The Company
recorded interest expense related to the accretion of the discount on the
Debentures and amortization of the convertible debt discount as a result of the
conversions discussed above of $8,767 and $17,562 for the three and nine months
ended March 31, 2009. The Company recorded interest expense related to the
accretion of the discount on the Debentures and amortization of the convertible
debt discount as a result of the conversions discussed above of $1,294 and
$17,397 for the three and nine months ended March 31, 2008. As of March 31, 2009
the carrying value of the current portion of the Debentures was $13,044, net of
unamortized debt discount of $21,956.
Note 9. Deferred Wages and Accrued Professional Fees
To reduce cash outflows, certain of the Company's employees, officers,
consultants, and directors have agreed to defer a portion of their salaries and
professional fees until the Company has sufficient resources to pay the amounts
owed or to exchange such amounts into options as described below. At March 31,
2009, the Company has accrued $1,054,864 related to the deferred payment of
salaries and professional fees of which $800,714 is included under deferred
wages and $254,150 in accrued professional fees. On March 18, 2002, the Board
approved a conversion right on all deferred wages and accrued professional fees
deferred as of March 18, 2002 (the "Conversion Right"). Pursuant to the
Conversion Right, employees, officers, consultants, and directors may elect to
convert $1.00 of fees owed to them as of March 18, 2002 for an option to
purchase two shares of the Company's common stock, at an exercise price of $1.00
per share for a term of five years. Of the total $1,054,864 deferred salaries
and accrued professional fees, the amount subject to the Conversion Right is
$111,500, resulting in the potential issuance of 223,000 options under the terms
mentioned above. No conversions have occurred to date. At March 18, 2002, there
was no intrinsic value associated with these exchange rights. As such, no
additional compensation cost was recorded.
15
Note 10. 2007 Private Placement Equity Offering
On June 21, 2007, the Company entered into a private placement offering (the
"2007 Offering") of 1,300,000 shares of common stock at $0.90 per share to
accredited investors. On October 4, 2007, the Board approved an increase in the
offering to 2,000,000 shares of common stock for a total offering price of
$1,800,000. On June 24, 2008, the Board determined that it was in the best
interests of the Company to extend the termination date of the 2007 Offering and
voted to extend the expiration date to August 15, 2008.
The 2007 Offering was closed on August 15, 2008. The Company raised gross
proceeds of $2,295,404 and issued 2,550,439 shares of common stock pursuant to
the terms of the 2007 Offering.
During the three and nine months ended March 31, 2009 the Company raised none
and $998,903 under the terms of the 2007 Offering. Accordingly, the Company
issued 1,109,885 shares of common stock pursuant to the terms of the 2007
Offering during the nine months ended March 31, 2009. During the three and nine
months ended March 31, 2008, the Company raised $120,000 and $1,291,501 pursuant
to the terms of the 2007 Offering. Accordingly, the Company issued 133,333 and
1,435,001 shares of common stock pursuant to the terms of the 2007 Offering
during the three and nine months ended March 31, 2008.
The Company engaged two brokerage firms to help in the fund raising efforts of
the 2007 Offering. Pursuant to the terms of the agreement with the brokerage
firms, the Company paid the brokerage firms a ten percent cash commission on all
funds that the brokerage firm helped raise. Accordingly, during the three and
nine months ended March 31, 2009 the Company incurred total cash fees payable to
the brokerage firms of none and $99,890. During the three and nine months ended
March 31, 2008 the Company incurred total cash fees payable to the brokerage
firms of $12,000 and $129,150. As of March 31, 2009, the Company was current
with respect to the amount owed the brokerage firms.
Note 11. Subsequent Events
On April 11, 2007, the Company entered into a three-year consulting agreement
("Consulting Agreement") with R.F. Lafferty & Co., Inc. ("Lafferty") to provide
consulting services and assist in obtaining both short and long-term financing.
Pursuant to the terms of the Consulting Agreement the Company owes Lafferty a
ten percent cash commission on all funds that they helped raise. As
compensation, upon execution of the Consulting Agreement, the Company issued to
Lafferty 100,000 shares of common stock and a warrant to purchase 50,000 shares
of common stock at an exercise price of $1.00 per share. The warrant expires on
April 10, 2012.
On April 1, 2009, the Company's Board of Director's voted to extend the
Consulting Agreement an additional year to April 11, 2011, on substantially the
same terms as the existing Consulting Agreement. As compensation, upon execution
of the extension of the Consulting Agreement, the Company issued Lafferty
100,000 shares of the Company's Common Stock.
On April 2, 2009, the Company entered into a private placement offering (the
"2009 Offering") of 1,500,000 shares of common stock at $0.90 per share to
accredited investors for a total offering price of $1,350,000. The 2009 Offering
will expire on July 2, 2009, unless extended by the Company for a reasonable
time period thereafter.
Subsequent to March 31, 2009, the Company has raised $78,000 pursuant to the
terms of the 2009 Offering. Accordingly, the Company issued 86,667 shares of
common stock.
Pursuant to an agreement with Lafferty dated May 30, 2007, the Company will pay
Lafferty a ten percent cash commission on all funds raised by Lafferty in
private placements of the Company's common stock on terms specified by the
Company. Subsequent to March 31, 2009, Lafferty raised $78,000 pursuant to the
terms of the 2009 Offering. Accordingly, the Company has incurred cash fees
payable to Lafferty of $7,800.
16
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements
--------------------------
Except for the historical information presented in this document, the matters
discussed in this Form 10-Q for the three months ended March 31, 2009, and
specifically in the items entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations," or otherwise incorporated by
reference into this document, contain "forward-looking statements" (as such term
is defined in the Private Securities Litigation Reform Act of 1995). These
statements are identified by the use of forward-looking terminology such as
"believes," "plans," "intend," "scheduled," "potential," "continue,"
"estimates," "hopes," "goal," "objective," expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
The safe harbor provisions of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended,
apply to forward-looking statements made by the Company. The reader is cautioned
that no statements contained in this Form 10-Q should be construed as a
guarantee or assurance of future performance or results. These forward-looking
statements involve risks and uncertainties, including those identified within
this Form 10-Q. The actual results that the Company achieves may differ
materially from any forward-looking statements due to such risks and
uncertainties. These forward-looking statements are based on current
expectations, and the Company assumes no obligation to update this information.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this Form 10-Q and in the Company's other reports filed with
the Securities and Exchange Commission that attempt to advise interested parties
of the risks and factors that may affect the Company's business.
Overview
--------
Profile Technologies, Inc. is in the business of providing pipeline inspection
services to locate corrosion and other anomalies that require assessment to
verify pipeline integrity. The Company has developed a patented, non-destructive
and non-invasive, high speed scanning process that uses electromagnetic waves to
remotely inspect buried and aboveground, cased and insulated pipelines for
corrosion and other anomalies. The Company's inspection services are available
to owners and operators of natural gas and oil pipelines, power plants and
refineries, utilities, and other facilities which have cased or insulated pipe.
The Company is actively marketing to this sector. In conjunction with providing
inspection services, the Company continues research and development of the
application of its patented technologies to inspect pipelines for internal
corrosion and anomalies as well as for those pipelines that are directly buried.
Because the Company is a smaller reporting company, certain disclosures
otherwise required to be made in a Form 10-Q are not required to be made by the
Company.
EMW-C Technology
----------------
The Company's core business is based on the technologies that it has developed
and patented for inspection of pipelines using electromagnetic waves. Born from
these technologies, the Company has researched and developed inspection methods
that have become commercial or near commercial products and services. The
Company currently offers a service to inspect cased and thermally insulated
pipelines. This service is marketed by the Company as the EMW-C(TM). The Company
is also in the process of adapting its technology to inspect pipeline internals
for corrosion and other anomalous conditions and has filed patents for this
adaptation. Other applications including inspection of direct buried pipelines
and expansion to other non-pipeline industries are also in consideration for
development.
Capital will be expended to support operations until the Company can generate
sufficient cash flows from operations. In order to do so, the Company must
obtain additional revenue generating contracts for the use of its commercially
available EMW-C(TM) service. The Company has identified a significant need for
cased and insulated pipeline inspection services throughout North America and
abroad. The Company believes that its EMW technology possesses unique
capabilities, is flexible in its application and provides a cost efficient
solution to obtaining valuable information about the condition of the pipeline
that is otherwise difficult to obtain. The Company is working to position itself
as the preferred inspection method by working with pipeline operators,
associations, and regulatory agencies to provide them with an understanding of
the Company's EMW technology and its advantages. The Company has, and will
continue to provide demonstrations, visit with pipeline operators, and provide
presentations at industry conferences. Since the availability of the EMW-C(TM)
in November of 2007, this effort has already resulted in several field
demonstrations and revenue generating contracts and has likewise raised interest
for additional field inspections.
17
As revenue is generated, the Company will continue to manufacture its EMW
inspection equipment. The Company will also need to hire and train additional
technicians to provide inspection services as demand requires. The Company
expects that if revenue contracts are secured, working capital requirements will
increase. The Company will incur additional expenses as it hires and trains
field crews and support personnel related to the successful receipt of
commercial contracts. Additionally, the Company anticipates that cash will be
used to meet capital expenditure requirements necessary to develop
infrastructure to support future growth. In time, with increased sales, the
Company may consider its position as a service provider and alternatively sell
or lease its service to pipeline operators and/or inspection service providers
while maintaining the intellectual rights to the technology and equipment.
At times when resources and funds are available, the Company will continue to
further develop its secondary technologies with the intent to offer them
commercially. The internal pipeline inspection method is best suited as the next
potential product as patents have already been filed and the development closely
aligns with that of the existing cased and insulated pipeline inspection method.
The Company has already fielded inquires about this new method from potential
customers and expects the development time to be 12 to 24 months, building upon
the previous research already conducted. However, the Company does not expect to
proceed to full time development of this method until greater revenues are
achieved from the EMW-C(TM) or alternate funding and resources are made
available.
Results of Operations
---------------------
Revenue
The Company recognizes revenue from service contracts using the proportional
performance method of accounting. Contract revenue earned is measured based on
the number of measurable units of pipelines inspected to the total number of
units contracted to be inspected. Revenue is recognized based on the completion
of such measurable units. The proportional performance method is used to
recognize revenue because management considers measurable units of completion to
be the best available measure of progress towards the completion of service
contracts. Changes in estimated revenue on service contracts are recognized
during the period in which the change in estimate becomes known.
Revenue consists of the pipeline inspection fee and reimbursement of costs
incurred to mobilize and demobilize field crews and inspection equipment to and
from the inspection site and other travel related costs.
The Company did not recognize revenue during the three months ended March 31,
2009 and 2008.
Revenue for the nine months ended March 31, 2009 and 2008 was $27,281 and
$13,300. Revenue for the nine months ended March 31, 2009 consisted of pipeline
inspections performed for two customers for a total of 9 casings. Revenue for
the nine months ended March 31, 2008 consisted of pipeline inspections performed
for one customer for a total of 2 casings.
Cost of revenue
Cost of revenue includes time incurred and materials used to plan the pipeline
inspections, mobilize and demobilize field crews, perform the inspection
services, analyze the resulting data and prepare the final inspection report.
Cost of revenue also includes any idle time incurred by personnel scheduled to
work on customer contracts. Costs are recognized as incurred as they are not an
indicator of the progress towards completion of the pipeline inspection
services.
Cost of revenue for the three months ended March 31, 2009 and 2008 was $678 and
$0. Cost of revenue for the three months ended March 31, 2009 represents
amortization of EMW-C related equipment that is utilized during pipeline
inspections.
Cost of revenues for the nine months ended March 31, 2009 and 2008 was $23,831
and $18,834, resulting in gross margins of 12.6 % and (41.6) %, respectively.
Gross margin improved for the nine months ended March 31, 2009 compared to the
same period in 2008 as the Company continues to refine its EMW-C inspection
technology and methodology for interpreting the resulting data, resulting in
increased efficiencies and improved gross margins. Additionally, the Company
continues to train field crews who have a lower hourly rate than the Company's
consulting scientists.
18
Research and Development
Research and development expense consists of fees paid to consulting scientists
to develop the Company's inspection technologies and related hardware, salary
and benefit costs for employees, and supplies and equipment utilized for the
development of the EMW inspection technologies.
Research and development expense for the three months ended March 31, 2009 was
$89,549 compared to $59,084 for the three months ended March 31, 2008. The
increase of $30,465 is substantially attributable to an increase in fees paid to
the consulting scientists during the current quarter resulting from additional
resources spent developing the Company's internal pipeline inspection technology
as well as refining its existing EMW-C technology.
Research and development expense for the nine months ended March 31, 2009 was
$467,464, an increase of $143,200, compared to $324,264 for the nine months
ended March 31, 2008. The increase from prior year is primarily due to an
increase in stock compensation of $181,876 offset by a decrease in cash fees
payable to the consulting scientists for time spent on research and development
activities of approximately $18,000.
During the nine months ended March 31, 2009, the Company granted stock options
to its consulting scientists and two employees to purchase a total of 175,000
shares of common stock at an exercise price of $1.70 per share. The fair value
at the date of grant was $242,000, which is included in research and development
expense. Also included in research and development expense for the nine months
ended March 31, 2009 is $16,689 stock compensation related to the amortization
of stock options previously granted to an employee. The remaining $208,775
included in research and development for the nine months ended March 31, 2009
consists of allocated employee salary and benefit costs, approximately $130,000
cash fees incurred for services rendered by the consulting scientists, and EMW
equipment related expense.
During the nine months ended March 31, 2008, the Company granted stock options
to its consulting scientists and one employee to purchase a total of 75,000
shares of common stock at an exercise price of $1.20 per share. The fair value
at the date of grant was $65,750, which is included in research and development
expense for the nine months ended March 31, 2008. Also included in research and
development expense for the nine months ended March 31, 2008 is $11,063 stock
compensation related to the amortization of stock options previously granted to
an employee. The remaining $247,451 included in research and development for the
nine months ended March 31, 2008 consists of allocated employee salary and
benefit costs, $148,000 cash fees incurred for services rendered by the
consulting scientists as well as EMW equipment expense.
Selling Expense
Selling expense is primarily comprised of salary and benefit expense for
employees who spend time meeting with prospective customers, costs that are
incurred by the Company to provide field demonstrations to prospective
customers, and costs incurred to attend conferences and trade shows.
Selling expense for the three months ended March 31, 2009 and 2008 was $40,092
and $62,861. The decrease from prior year is substantially the result of the
Company providing field demonstrations to a prospective customer during the
prior year for the purpose of obtaining a revenue generating contract.
Selling expense for the nine months ended March 31, 2009 and 2008 was $124,655
and $62,861. The overall increase from prior year is substantially the result of
the Company providing field demonstrations to a prospective customer for the
purpose of obtaining a revenue generating contract as well as a shift in the
Company focusing on selling related activities rather than research and
development activities.
General and Administrative
General and administrative expense consists of costs incurred for professional
fees, wages and benefits for the executive team, travel and entertainment, rent,
and other administrative fees such as office supplies, postage and printing
costs.
General and administrative expense for the three months ended March 31, 2009 and
2008 was $180,765 and $159,022. The increase of $21,743 is partially due to
increases in travel and entertainment, professional fees and rent of
approximately $3,400, $3,500, and $8,900, respectively. The increase in rent is
19
substantially the result of the Company entering into an operating lease
agreement in May 2008 for office, warehouse and yard space in Albuquerque, New
Mexico. Monthly rent is $2,500 plus monthly triple net costs of $350.
General and administrative expense for the nine months ended March 31, 2009 and
2008 was $1,102,695 and $1,038,698. The increase of $63,997 is primarily due to
increases in professional fees, rent, and employee wages and benefits expense of
approximately $10,600, $19,600, and $26,000, respectively. Rent increased
overall due to the lease of the Albuquerque, NM facility in May 2008 offset by a
decrease in rent for the lease of the Ferndale, WA facility, which was
terminated in September 2007. Employee wages and benefits increased due to
increases in medical and life insurance premiums as well as board approved
salary increases.
Gain (Loss) on Sale (Disposal) of Fixed Assets
The Company recorded a loss on disposal of fixed assets of $7,567 during the
nine months ended March 31, 2009 as a result of the removal of the cost and
accumulated depreciation from the Company's financial statements for field
equipment that was either no longer in service or deemed obsolete.
The Company recorded a gain on sale of fixed assets of $6,914 during the three
and nine months ended March 31, 2008 as a result of proceeds received from the
sale of equipment that was previously being utilized at the Ferndale, WA
facility. The Company sold equipment that was no longer being utilized and not
transferred down to the Albuquerque, NM facility.
Interest Expense
Interest expense for the three months ended March 31, 2009 and 2008 was $9,603
and $3,115. The increase of $6,488 is partially the result of an increase in the
accretion of the discount on the Debentures of $3,783. Additionally, during the
three months ended March 31, 2009 three investors exercised their conversion
right pursuant to the Debentures which resulted in the recognition of the
related remaining unamortized discount of $3,690 at the conversion date as
interest expense during the three months ended March 31, 2009.
Interest expense for the nine months ended March 31, 2009 and 2008 was $20,918
and $23,173. The decrease of $2,255 is substantially the impact of investors
exercising their conversion right in accordance with the terms of the 2003
Offering offset by the accretion of the remaining discount on the Debentures.
Since the Debentures included a beneficial conversion feature at issuance, the
remaining unamortized discount of $3,690 and $14,802 at the conversion dates was
recognized as interest expense during the nine months ended March 31, 2009 and
2008. Accretion of the remaining discount on the Debentures was $13,872 and
$2,595 during the nine months ended March 31, 2009 and 2008.
Interest Income
Interest income for the three and nine months ended March 31, 2009 was $67 and
$3,241 compared to $3,989 and $13,024 for the three and nine months ended March
31, 2008. Despite the higher average cash balance maintained during the nine
months ended March 31, 2009 compared to the nine months ended March 31, 2008,
interest income decreased as a result of the sharp decline in the interest rate
on the Company's interest-bearing cash accounts.
Liquidity and Capital Resources
-------------------------------
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company incurred cumulative losses of
$18,122,806 through March 31, 2009, does not have positive cash flows from
operating activities, and had negative working capital of $820,369 as of March
31, 2009. The Company faces all of the risks common to companies that are
actively marketing to customers utilizing a relatively new technology, including
under capitalization and uncertainty of funding sources, high expenditure
levels, uncertain revenue streams, and difficulties managing growth.
Additionally, the Company has expended a significant amount of cash in
developing its technology and patented processes. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management recognizes that in order to meet the Company's capital requirements,
and continue to operate, additional financing, including seeking
industry-partner investment through joint ventures or other possible
arrangements, will be necessary. The Company is evaluating alternative sources
of financing to improve its cash position and is undertaking efforts to raise
capital. If the Company is unable to raise additional capital or secure revenue
contracts and generate positive cash flow, it is unlikely that the Company will
be able to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
20
At March 31, 2009, the Company had cash and cash equivalents of $421,853. The
Company has financed its operations primarily from funds received pursuant to
the 2007 Private Placement Equity Offering completed by the Company on August
15, 2008, raising net proceeds of $2,065,864 and proceeds received from the
exercise of stock options and warrants.
Net cash used in operating activities was $822,639 for the nine months ended
March 31, 2009, compared to net cash used of $798,061 for the same period in
2008. The increase of $24,578 in cash used was mainly attributable to increases
in professional fees, rent and employee wages and benefits (see "Results of
Operations: General and Administrative" above). These increases were offset by a
decrease of $18,000 in cash fees paid to the consulting scientists.
Net cash used in investing activities was $4,634 for the nine months ended March
31, 2009, compared to net cash provided by investing activities of $6,914 during
the same period in 2008. During the nine months ended March 31, 2009, the
Company purchased $4,634 of contract related equipment. During the nine months
ended March 31, 2008, the Company received proceeds of $6,914 from the sale of
equipment that was previously being utilized at the Ferndale, WA facility. The
Company sold equipment that was no longer being utilized and not transferred
down to the Albuquerque, NM facility.
Net cash provided by financing activities was $955,013 for the nine months ended
March 31, 2009 compared to net cash provided by financing activities of
$1,212,851 for the same period in 2008. During the nine months ended March 31,
2009, the Company raised net proceeds of $899,013 pursuant to the terms of the
2007 Offering compared to $1,162,351 during the nine months ended March 31,
2008. Offsetting the decrease in cash provided by financing activities as a
result of proceeds received pursuant to the 2007 Offering is the increase in
proceeds from the exercise of stock options and warrants, which was $56,000
during the nine months ended March 31, 2009 and $50,500 during the same period
in 2008.
Deferred Wages and Accrued Professional Fees
To reduce cash outflows, certain of the Company's employees, officers,
consultants, and directors have agreed to defer a portion of their salaries and
professional fees until the Company has sufficient resources to pay the amounts
owed or to exchange such amounts into options as described below. At March 31,
2009, the Company has accrued $1,054,864 related to the deferred payment of
salaries and professional fees of which $800,714 is included under deferred
wages and $254,150 in accrued professional fees. On March 18, 2002, the Board
approved a conversion right on all deferred wages and accrued professional fees
deferred as of March 18, 2002 (the "Conversion Right"). Pursuant to the
Conversion Right, employees, officers, consultants, and directors may elect to
convert $1.00 of fees owed to them as of March 18, 2002 for an option to
purchase two shares of the Company's common stock, at an exercise price of $1.00
per share for a term of five years. Of the total $1,054,864 deferred salaries
and accrued professional fees, the amount subject to the Conversion Right is
$111,500, resulting in the potential issuance of 223,000 options under the terms
mentioned above. No conversions have occurred to date. At March 18, 2002, there
was no intrinsic value associated with these exchange rights. As such, no
additional compensation cost was recorded.
Convertible Debt
On June 19, 2003, the Board of Directors approved the offering (the "2003
Offering") of $1,000,000 in convertible debentures (the "Debentures"). The
Debentures are convertible into that number of shares of the Company's common
stock equal to the amount of the converted indebtedness divided by $0.50 per
share. The Debentures bear interest at a rate of 5% per annum, payable
quarterly. Delinquent interest payments bear interest at a rate of 12% per
annum. The Company is required to redeem each Debenture on the 5th anniversary
of the date of the Debenture. The Company may, in its discretion, redeem any
Debenture at any time prior to the mandatory redemption date of the Debenture by
providing no less than 60 days' prior written notice to the holder of the
Debenture. Certain events of default will result in the Debentures being
redeemable by the Company upon demand of the holder.
Upon the purchase of, and for each $0.50 of the Debenture's principal amount,
the Company issued to each investor a warrant (the "Warrant") to purchase one
(1) share of the Company's common stock at an exercise price of $0.75 per share.
The Warrants are exercisable at any time prior to the 5th anniversary date of
the redemption of the Debenture.
Warrants issued in connection with the 2003 Offering were recorded based on
their relative fair value as compared to the fair value of the debt at issuance.
The relative fair value of the warrants was recorded as paid-in capital. The
intrinsic value of the Debentures results in a beneficial conversion feature,
21
recorded as a discount against the Debentures, which reduces the book value of
the convertible debt to not less than zero. The Company amortizes the discount
using the effective interest method over the five-year life of the Debentures.
During the quarter ended March 31, 2005, the Board of Directors terminated the
2003 Offering. As of the closing date of the 2003 Offering, the Company had
raised $503,000 from the 2003 Offering.
During the three and nine months ended March 31, 2009, three and five investors,
respectively, exercised their conversion right and converted their Debentures in
the aggregate principal amounts of $25,000 and $75,000, respectively, pursuant
to the terms of the 2003 Offering. Accordingly the investors were issued an
aggregate of 50,000 and 150,000 shares of common stock during the three and nine
months ended March 31, 2009. The carrying value of the convertible debt was
reclassified as equity upon conversion. Since the Debentures included a
beneficial conversion feature at issuance the remaining unamortized discount of
$3,690 and $3,690 at the conversion date was recognized as interest expense
during the three and nine months ended March 31, 2009.
During the three and nine months ended March 31, 2008, none and one investor
exercised his conversion right and converted his Debenture in the principal
amount of $15,000, pursuant to the terms of the 2003 Offering. Accordingly the
investor was issued 30,000 shares of common stock. The carrying value of the
convertible debt was reclassified as equity upon conversion. Since the
convertible debt instrument included a beneficial conversion feature, the
remaining unamortized discount of $14,802 at the conversion date was recognized
as interest expense during the nine months ended March 31, 2008.
As of March 31, 2009, accrued interest on the Debentures was $621. The Company
recorded interest expense related to the accretion of the discount on the
Debentures and amortization of the convertible debt discount as a result of the
conversions discussed above of $8,767 and $17,562 for the three and nine months
ended March 31, 2009. The Company recorded interest expense related to the
accretion of the discount on the Debentures and amortization of the convertible
debt discount as a result of the conversions discussed above of $1,294 and
$17,397 for the three and nine months ended March 31, 2008. As of March 31, 2009
the carrying value of the current portion of the Debentures was $13,044, net of
unamortized debt discount of $21,956.
2007 Private Placement Equity Offering
On June 21, 2007, the Company entered into a private placement offering (the
"2007 Offering") of 1,300,000 shares of common stock at $0.90 per share to
accredited investors. On October 4, 2007, the Board approved an increase in the
offering to 2,000,000 shares of common stock for a total offering price of
$1,800,000. On June 24, 2008, the Board determined that it was in the best
interests of the Company to extend the termination date of the 2007 Offering and
voted to extend the expiration date to August 15, 2008.
The 2007 Offering was closed on August 15, 2008. The Company raised gross
proceeds of $2,295,404 and issued 2,550,439 shares of common stock pursuant to
the terms of the 2007 Offering.
During the three and nine months ended March 31, 2009 the Company raised none
and $998,903 under the terms of the 2007 Offering. Accordingly, the Company
issued 1,109,885 shares of common stock pursuant to the terms of the 2007
Offering during the nine months ended March 31, 2009. During the three and nine
months ended March 31, 2008, the Company raised $120,000 and $1,291,501 pursuant
to the terms of the 2007 Offering. Accordingly, the Company issued 133,333 and
1,435,001 shares of common stock pursuant to the terms of the 2007 Offering
during the three and nine months ended March 31, 2008.
The Company engaged two brokerage firms to help in the fund raising efforts of
the 2007 Offering. Pursuant to the terms of the agreement with the brokerage
firms, the Company paid the brokerage firms a ten percent cash commission on all
funds that the brokerage firm helped raise. Accordingly, during the three and
nine months ended March 31, 2009 the Company incurred total cash fees payable to
the brokerage firms of none and $99,890. During the three and nine months ended
March 31, 2008 the Company incurred total cash fees payable to the brokerage
firms of $12,000 and $129,150. As of March 31, 2009, the Company was current
with respect to the amount owed the brokerage firms.
Other Contractual Obligations
-----------------------------
The Company's other contractual obligations consist of commitments under
operating leases and repayment of a loan payable to a stockholder.
22
As of March 31, 2009, the Company had an outstanding loan payable to a
stockholder with a principal amount of $7,500. The terms of the stockholder note
are described under "Note 7 Related Parties - Note Payable to Stockholder."
As of March 31, 2009, the Company has future minimum lease payments of
approximately $45,000 under its operating leases.
Off-Balance Sheet Arrangements
------------------------------
The Company has no off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
-----------------------------------------
See Note 4. "Summary of Significant Accounting Policies" to the Financial
Statements in this Form 10-Q.
Item 4T. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the Company's
management, including its Chief Executive Officer and Chief Financial
Officer, the Company conducted an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(the "Exchange Act"), as of the end of the period covered by this quarterly
report. Based on this evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded as of March 31, 2009 that the Company's
disclosure controls and procedures were effective such that the information
required to be disclosed in the Company's United States Securities and
Exchange Commission (the "SEC") reports is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms, and
is accumulated and communicated to the Company's management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
23
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving the Company or its
properties. As of the date of this report, no director, officer or affiliate is
a party adverse to the Company in any legal proceeding or has an adverse
interest to the Company in any legal proceedings. The Company is not aware of
any other legal proceedings pending or that have been threatened against the
Company or its properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
See the Exhibit Index attached hereto following the signature page.
24
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.
Profile Technologies, Inc.
--------------------------
(Registrant)
May 14, 2009 By: /s/ Henry E. Gemino
-----------------------
Henry E. Gemino
Chief Executive Officer and
Chief Financial Officer
25
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 3.1 Articles of Incorporation (incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form SB-2 filed
with the Commission on May 10, 1996).
Exhibit 3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form SB-2 filed with
the Commission on May 10, 1996).
Exhibit 3.3 Amendment to Certificate of Incorporation (incorporated by
reference to Exhibit A to the Company's Definitive Proxy
Statement filed with the Commission on October 28, 2002).
Exhibit 3.4 Amendment to Certificate of Incorporation (incorporated by
reference to Appendix A to the Company's Preliminary Proxy
Statement filed with the Commission on September 13, 2006).
Exhibit 3.5 Amendment to Certificate of Incorporation (incorporated by
reference to Appendix A to the Company's Preliminary Proxy
Statement filed with the Commission on September 18, 2008).
Exhibit 3.6 2008 Stock Ownership Incentive Plan (incorporated by reference to
Exhibit B to the Company's Preliminary Proxy Statement filed with
the Commission on September 18, 2008).
Exhibit 3.7 Amendment No. 1 to the Consulting Agreement dated April 1, 2009,
by and between Profile Technologies, Inc. and R.F. Lafferty &
Co., Inc. *
Exhibit 3.8 Form of Subscription Agreement by and between Profile
Technologies, Inc. and investors in the 2009 Offering. *
Exhibit 31.1 Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. *
Exhibit 32.1 Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to 18 USC. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . *
--------------------
*Filed herewith.