As filed with the Securities and Exchange Commission on September 29, 2005
Registration No. 333-128420
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SIMTROL, INC.
(Name of small business issuer in its charter)
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Delaware 3663 58-2028246
-------------------------------- ---------------------------- -----------------------
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
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2200 Norcross Parkway, Suite 255
Norcross, Georgia 30071
(770) 242-7566
(Address and telephone number
of principal executive offices)
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Stephen N. Samp
Simtrol, Inc.
2200 Norcross Parkway, Suite 255
Norcross, Georgia 30071
(678) 533-1201
(Name, address and telephone
number of agent for service)
---------------------------------
Copies Requested to:
Terry F. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 815-3500
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] If this Form
is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ] If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ] If delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box. [ ]
====================================================================================================================================
Proposed
maximum amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate Amount of
to be registered(1) registered per unit offering price registration fee
------------------------------------------ ---------------- -------------------- ----------------------- ---------------------------
Common Stock, $0.001 par value per share 3,945,444 $ 0.61 (1) $2,406,721 $283.27
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(1) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act and computed pursuant to
Rule 457(c) under the Securities Act. Based upon the average of the high
and low prices of the common stock on September 15, 2005 as reported on
the Electronic Bulletin Board Over-The-Counter Market maintained by The
National Association of Securities Dealers, Inc.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
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Prospectus
SIMTROL, INC.
1,800,000 Shares of Common Stock Underlying Series A
Convertible Preferred Stock
2,145,444 Shares of Common Stock
Underlying Common Stock Purchase Warrants
--------------
This prospectus covers a total of 3,945,444 common shares registered on
behalf of selling security holders for resale. Some of these common shares have
been issued already and some may be issued under warrants and convertible
promissory notes owned by the selling security holders. All of the 3,945,444
common shares covered by this prospectus may be sold from time to time by the
named selling security holders. We are not selling any of these common shares
and will not receive any of the proceeds from their sale. We will receive the
proceeds from any cash exercises of any of the warrants by the selling security
holders.
Our common shares are quoted on the Electronic Bulletin Board,
Over-The-Counter Market under the symbol "SMRL." On September 28, 2005, the
closing price for our common stock was $0.61.
You may contact us at our principal executive offices located at 2200
Norcross Parkway, Suite 255, Norcross, Georgia 30071 or by phone at (770)
242-7566.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
This investment involves certain high risks. See "Risk Factors" beginning
on page 3.
The date of this prospectus is September 29, 2005.
TABLE OF CONTENTS
Page
----
Prospectus Summary................................................................................................1
Risk Factors......................................................................................................3
Forward-Looking Statements........................................................................................8
Where You Can Find More Information...............................................................................8
Use of Proceeds...................................................................................................9
Market For Our Common Stock And Related Shareholder Matters.......................................................9
Selling Security holders.........................................................................................11
Shares Eligible For Future Sale..................................................................................12
Management.......................................................................................................14
Executive Compensation...........................................................................................16
Security Ownership of Certain Beneficial Owners and Management...................................................19
Description of Capital Stock.....................................................................................20
Business ........................................................................................................22
Management's Discussion and Analysis of Financial Condition and Results of Operations............................30
Related Party Transactions.......................................................................................37
Financial Statements............................................................................................F-2
(i)
PROSPECTUS SUMMARY
This summary is qualified in its entirety by the more detailed information
appearing elsewhere in this prospectus.
THE COMPANY
We were incorporated under the laws of the State of Delaware on September
19, 1988. From 1990 to 2001, we primarily designed, manufactured, marketed and
supported hardware-based command and control systems, including
videoconferencing systems. We still provide maintenance support for certain of
these systems.
We design, develop and market Windows-based software solutions that enable
the command, control and monitoring of otherwise incompatible electronic
devices, particularly corporate audiovisual ("AV") assets. Our end-to-end
solutions are designed to provide Fortune 1000 corporations, government entities
and other end users a cost-effective solution to simplify the automation and
integration of AV and information technology ("IT") assets. Originally, we
developed and marketed hardware-based videoconferencing and control systems.
However, in 2000, management recognized an increased interest by computer and
computer-related manufacturers to expand their existing technologies into the AV
industry. A number of these manufacturers began to offer plasma screen
televisions, digital projection equipment and other similar devices. At that
time, management believed that this would lead to the commoditization of other
AV control hardware, such as touch panel displays. Accordingly, in conjunction
with the commencement of a contract with Boeing, we shifted our business
strategy to a PC-centric software model, thereby positioning us as the first to
market with a fully integrated software solution. In April 2001, we released the
first version of our ONGOERTM PC-based control software just as a major trend
began taking place: IT professionals were taking over the management of AV
applications. We believe that we are well positioned to take advantage of this
growing trend and can become a popular Windows application for enterprise users
over the next three to seven years. As a result of our strategic shift, we no
longer sell videoconferencing systems directly, although we still maintain
service contracts with certain videoconferencing customers that we are beginning
to leverage into future sales opportunities of our software products. To date,
we have spent approximately $4 million in research and development for our
software product offerings.
All share amounts in the registration statement reflect the 1:10 reverse
split effected on May 7, 2004 for all periods presented.
THE OFFERING
Securities Offered 3,945,444 shares of common stock, $0.001 par
value, including 1,800,000 shares of common stock
issuable upon the conversion of 450,000 shares of
the Company's Series A Preferred Stock, and
including 2,145,444 shares of common stock
issuable upon the exercise of outstanding stock
purchase warrants. See "Selling Security Holders"
at page 11.
Selling Security Holders The selling security holders
are identified in this prospectus at page 11
together with the maximum amount of our common
shares that each may sell either outright or upon
conversion or exercise of rights under their
respective warrants or convertible notes. See
"Selling Security Holders" at page 11.
Plan of Distribution Up to 3,945,444 shares of common stock may be
offered and sold by the selling security holders
through agents or brokers, which may involve block
transactions, on the Electronic Bulletin Board,
Over-The-Counter market or on other exchanges on
which the shares are then listed, pursuant to the
rules of the applicable exchanges or in the
over-the-counter market, or otherwise, at market
prices prevailing at the time of sale, at
negotiated prices or at fixed prices; through
brokers or agents in private sales at negotiated
prices; or by any other legally available means.
Offering Price At prevailing market prices on the
Electronic Bulletin Board or on other exchanges on
which the shares are then listed or at negotiated
prices.
Use of Proceeds We will not obtain any funds from the sale of the
common stock sold by the selling security holders.
We will receive up to $2,284,083 in proceeds from
the cash exercise of the warrants currently
outstanding and included in this prospectus.
However, due to current market conditions as well
as the fact that the exercise prices of most of
these warrants have been higher than the current
market price of our stock, it is unlikely that we
will realize the receipt of any proceeds from the
exercise of these warrants. If the market price
for our common stock increases to permit the
exercise of these warrants, we intend to use any
such cash proceeds received for general corporate
purposes, which may include repaying indebtedness,
making additions to our working capital, funding
future acquisitions or for further developing our
products and hiring additional personnel.
Securities Outstanding We are authorized to issue up to an aggregate of
40,000,000 shares of common stock and 800,000
shares of preferred stock, of which 3,733,163
common shares and 450,000 preferred shares were
issued and outstanding at September X, 2005. If
the selling security holders exercise all of their
rights to convert the preferred stock and exercise
all of their warrants, an additional 3,945,444
common shares, representing all of the shares
being registered, will be outstanding.
Risk Factors An investment in our common shares is highly
speculative and any purchasers will suffer
substantial dilution per common share compared to
the purchase price. We have suffered net losses
for the second quarter of 2005 of $314,988, net
losses for the six months ended June 30, 2005 of
$645,555 and net losses for 2004 of $898,803 and
net losses for 2003 of $1,645,374. We will need
additional funding. No person should invest in our
common shares who cannot afford to risk the loss
of his or her entire investment. See "Risk
Factors" at page 3.
2
RISK FACTORS
You should carefully consider the risks described below when evaluating an
investment in our common stock. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties we are presently
not aware of or that we currently consider immaterial may also impair our
business operations.
If any of the following risks actually occurs, our business, financial
condition or results of operations could be materially adversely affected. In
such case the trading price of our common stock could decline significantly.
An investment in our common stock is a speculative, high-risk investment.
Investment in our common stock is speculative, involves a high degree of
risk, and should be made only by persons who can afford to lose their entire
investment. Prospective investors should carefully consider the high risks
associated with these securities. An investment in our common stock should only
be made if you understand or have been advised with respect to the risks
associated with the investment (including possible tax consequences) and if you
are able to bear the substantial economic risk of investment for an indefinite
period of time.
We currently have limited sources of additional working capital.
We currently have no credit lines available and must satisfy all of our
working capital and capital expenditure requirements from cash provided by
operating activities, from external capital sources or from the sale of assets.
Our long-term viability, as well as our ability to meet our existing and
future debt and other obligations and future capital commitments, depends on our
financial and operating performance, which is subject to, among other things,
prevailing economic conditions and certain other financial, business and other
factors beyond our control. Our current cash flow from operations and financing
activities will not be sufficient to meet our debt and other obligations for the
next twelve months. We cannot assure you that such projected sales will occur
and, therefore, that our operating results or other financing activities will be
sufficient to meet debt and other obligations and future working capital needs.
In the event our projected sales in 2005 do not materialize, the Company
estimates that it currently has sufficient resources to continue operations for
approximately five or six months. As of June 30, 2005, we had cash of $692,883.
We do not have sufficient funds to meet our cash flow requirements for the next
twelve (12) months. We have relied on periodic investments in the form of common
stock and convertible debt by certain of our existing stockholders since the
fourth quarter of 2001 to sustain our operations. We currently require
substantial amounts of capital to fund current operations and the continued
development and deployment of our ONGOER and OnGuard product lines. Due to
recurring losses from operations, an accumulated deficit, negative working
capital and our inability to date to obtain sufficient financing to support
current and anticipated levels of operations, our independent public
accountant's audit opinion states that these matters have raised substantial
doubt about our ability to continue as a going concern at December 31, 2004.
The transfer of the Warrants and shares of Series A Preferred Stock and
sale of the underlying common stock are restricted.
Neither the Warrants, the Series A Preferred Stock, nor the shares of
Common Stock issuable upon exercise of the Warrants and conversion of the Series
A Preferred Stock have been registered under
3
the Securities Act or any state securities laws and unless registered may not be
offered or sold except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and other
applicable laws. Although we are required to make reasonable efforts to register
the resale by the holders of the shares of Common Stock, such registration may
not be available to holders at all times. Accordingly, investors may be limited
in their ability to sell the shares of common stock.
The lack of a developed trading market may make it difficult to sell our
common stock.
Trading activity in our common stock has fluctuated and at times been
limited. We cannot guarantee that a consistently active trading market will
develop in the future. A holder of the common stock may find it difficult to
dispose of our common stock.
The market price for our common stock may be volatile.
The market price for our common stock could be subject to significant
fluctuations in response to variations in quarterly operating results,
announcements of technological innovations or new products by the Company or its
competitors.
The stock market has experienced extreme price and volume fluctuations and
volatility that have particularly affected the market price of many emerging
growth and development stage companies. Such fluctuations and volatility have
often been unrelated or disproportionate to the operating performance of such
companies.
Our common stock is subject to "Penny Stock" regulations and restrictions on
initial and secondary broker-dealer sales.
The Securities and Exchange Commission ("SEC") has adopted regulations
which generally define "penny stock" to be any listed, trading equity security
that has a market price less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exemptions. Penny stocks are subject to
certain additional oversight and regulatory requirements. These requirements may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability of purchasers in this Offering to sell securities in the secondary
market.
Future sales of our common stock by current shareholders could depress our stock
price.
This prospectus covers 3,945,444 shares of our common stock. As of
September 15, 2005, there were 3,733,163 shares issued and outstanding, of which
approximately 3,614,551 were freely tradable.
Upon the effectiveness of this registration statement, an additional
3,945,444 shares underlying Series A convertible preferred stock and warrants
will also be freely tradable.
In addition to our registration statement referenced above, the 118,612
remaining shares of common stock presently outstanding that are restricted
and/or affiliate securities and not included in this prospectus, as well as
2,792,436 shares underlying outstanding warrants and 710,875 shares underlying
outstanding stock options, may not presently, but may in the future be sold into
any public market that may exist for the common stock pursuant to Rule 144
promulgated pursuant to the Securities Act of 1933, as amended (the "Securities
Act"). Sales of substantial amounts of this common stock in the public market
could adversely affect the market price of our common stock.
In general, under Rule 144 as currently in effect, a person (or group of
persons whose shares are aggregated), including our affiliates, can sell within
any three-month period, an amount of restricted
4
securities that does not exceed the greater of 1% of the total number of
outstanding shares of the same class, or the reported average weekly trading
volume during the four calendar weeks preceding the sale; provided at least one
year has elapsed since the restricted securities being sold were acquired from
us or any of our affiliates and provided further that certain other conditions
are also satisfied. If at least two years have elapsed since the restricted
securities were acquired from us or an affiliate of us, a person who has not
been an affiliate of us for at least three months can sell restricted shares
under Rule 144 without regard to any limitations on the amount. Future sales by
current shareholders could depress the market price of the common stock in the
public market.
We may not be able to achieve or sustain profitability.
After 17 years of operations, we have not reported any profits for a full
year of operations and, as of June 30, 2005, had an accumulated deficit of $63.2
million. We may not be able to achieve or sustain profitability in the future,
as sales of ONGOER and OnGuard have not proven to be sufficient to fund
operations. As a result, we may incur additional losses and negative cash flow
from operations for the foreseeable future.
If we fail to secure sufficient capital or fail to create a strong
marketing support team, then efforts to penetrate new markets could fail,
resulting in decreased cash flow. Expanding market share in the audiovisual
command and control market will require capital for further software product
development and the creation of new sales channels. The inability to secure
sufficient capital or the failure to create a strong sales channel/marketing
support organization could result in a failed effort to penetrate these new
markets and adversely affect operating results and cash flow.
We depend on purchases from a few significant customers and any loss,
cancellation, or reduction of purchases by these customers could harm our
business. We currently sell control software and service previously sold
videoconferencing systems for a small number of major customers. During the year
ended December 31, 2004, approximately 85% of our revenues were from one large
customer. Further, we do not have long-term contracts with these or any other
customers, so customers could stop purchasing products at any time. The loss of
any major customer, or any reduction in purchases by these customers, could
significantly harm our business.
Development and management of growth and other activities depends on the efforts
of key management and technical employees.
If we cannot attract, retain, train or manage key management or technical
personnel effectively, our ability to develop and sell new products could be
hindered, resulting in a reduction in sales. Competition for such persons is
intense. Because we do not have long-term employment agreements with key
management personnel or technical employees, we could lose one or more key
management or technical personnel, which could result in significant harm to our
business. Future success is also dependent upon our ability to attract, retain,
train, motivate and manage employees, and failure to do so could hinder the
development and marketing of products and result in a reduction in sales.
Customers could shift their purchases to competitors.
Fluctuations in quarterly performance could adversely affect total revenues and
net income levels.
Revenues have historically occurred predominantly in the third month of
each fiscal quarter. Accordingly, quarterly results of operations are difficult
to predict and delays in the closing of sales near the end of the quarter could
cause quarterly revenues and, to a greater degree, operating and net income to
fall substantially short of anticipated levels. Total revenues and net income
levels could also be adversely affected by cancellations or delays of orders,
changes in customer base or product mix, seasonal patterns
5
of capital spending by customers, delays in purchase decisions due to new
product announcements and increased competition and reductions in average
selling prices.
Our PC-based control and monitoring systems are unproven technology and may not
be accepted by the industry.
There is no industry standard for the control of AV systems. Generally,
the market is dominated by proprietary, closed-architecture control systems by
manufacturers such as AMX and Crestron. Our open-architecture, PC-based control
system, which we believe is superior and provides greater flexibility for
end-users than the traditional proprietary systems, is a relatively new
technology for the market. Given the relatively short operating history of such
PC-based systems, it is impossible to determine at this time whether or not
PC-based systems will gain wide acceptance in the marketplace. To increase our
sales, we must establish a greater presence in the AV system control market by
convincing AV integrators and IT Managers, and ultimately end-users, to utilize
a PC-based control system rather than the traditional proprietary systems. There
can be no assurance that use of PC-based control systems, such as our ONGOERTM
and OnGuard products, will be accepted by the industry. If the use of PC-based
AV control systems is not accepted in the marketplace or if another industry
standard is adopted, our projected sales will not materialize, our business will
be harmed.
We rely on third parties for the sale of our products.
Sales of our ONGOERTM and OnGuard products are primarily made through
third-party OEMs and AV integrators. Generally, we do not have initial access to
the end-users of AV systems in the marketplace and must, therefore, rely on
third parties for the distribution and sale of our products. We have entered
into dealer agreements with third-party OEM and AV integrators, such as Telaid
and IBM Global Services, for the sale of our products. However, such agreements
are non-exclusive and such third parties may, therefore, also sell products that
directly compete with our products. In addition, such agreements may be
terminated at any time. If our relationships with third-party AV integrators
such as Telaid, Inc., who accounted for 85% of our revenue in 2004, were
terminated, we would have to seek a new distribution channel for our products,
which would likely have a material adverse effect on our operations.
We may be unable to evaluate our business and to forecast our prospects
accurately, which may prevent us from meeting the product demands of our
potential customers in a timely manner.
It is difficult to forecast our future revenues accurately and to plan
future operating expenses. The revenue and income potential of our products and
business are largely unproven. Although proprietary, closed-architecture AV
control systems have been sold successfully, the PC-based AV control system is
largely unproven. Our ability to license our ONGOER and OnGuard software and
achieve success will depend on, among other things, the level of demand for
PC-based control systems and our capacity to meet demand and performance
standards of our prospective clients.
We face intense competition in the AV control system market from existing
competitors and other companies that may enter the marketplace.
Currently, AMX and Crestron dominate market share in the AV control system
market. We compete with AMX and Crestron on features such as ease of use,
scalability, and price. Although we feel that our PC-based system is superior to
the proprietary systems developed by AMX and Crestron in each of these areas, we
do not have the name recognition in the industry that is currently enjoyed by
AMX and Crestron. In addition, both AMX and Crestron have greater financial and
personnel resources than us. Given their market share, resources and reputation,
if either or both of these companies choose to develop
6
a PC-based control system, it could have a material adverse effect on the
results of our operations. In addition, as use of AV systems becomes more
widespread in both businesses and homes, we expect other competitors, such as
Microsoft, to enter the marketplace. If any such competitors choose to develop
their own PC-based control systems, rather than licensing software from us, it
could have a material adverse effect on our sales. If we cannot continue to
offer new command and control and videoconferencing products with improved
performance and reduced cost, our competitive position will erode. Moreover,
competitive price reductions may adversely affect results of our operations.
Our success will depend in part upon our ability to safeguard our proprietary
software.
We rely on a combination of copyrights, trade secret laws and licensing
agreements to protect the proprietary software that we have developed as part of
our business. There can be no assurance that these measures will provide
significant proprietary protection of our intellectual property or that
competitors will not be able to ascertain proprietary information embedded in
our products legitimately. In such case, we may be precluded from preventing our
competitors from making use of such information.
There are no pending lawsuits or claims against us regarding infringement
of any existing patents, copyrights or other intellectual property rights of
others. There can be no assurance, however, that such infringement claims will
not be asserted in the future, nor can there be any assurance, if such claims
are made, that we will be able to defend such claims successfully or, if
necessary, obtain licenses on reasonable terms. Adverse determinations in any
litigation naming us could subject us to significant liabilities to third
parties, require us to seek licenses from third parties and prevent us from
selling our products. The occurrence of any of these events would likely have a
material adverse effect on us.
We will also rely on unpatented or copyrighted trade secrets and propriety
know-how. We generally require our employees, consultants, advisors and
prospective partners to enter into confidentiality agreements. There is no
assurance, however, that these agreements will protect any current or future
proprietary information or that others will not gain access to or independently
develop similar trade secrets or know-how. Our competitive position and amount
of potential future income will depend in part upon our ability to obtain and
maintain copyright and other intellectual property protection in various
jurisdictions for proprietary technologies, existing products, and products we
may develop in the future.
If necessary licenses of third-party technology become unavailable to us or
become very expensive, it would adversely impact our business.
We currently license technology for use in our ONGOER and OnGuard products
and may, from time to time, be required to license additional technology from
third parties to develop new applications or application enhancements. We cannot
assure you that third-party licenses will be available to us on commercially
reasonable terms, if at all. The inability to obtain any third-party license
required to develop new applications and application enhancements could require
us to obtain substitute technology of lower quality or performance standards or
at greater cost, either of which could have an adverse effect on our business.
Our success will depend on our ability to adapt to rapid technological change.
The AV industry typically experiences rapid technological change, changing
market conditions and customer demands, and the emergence of new industry
standards and practices that could render our products obsolete. Our future
success will substantially depend on our ability to enhance our products and
services, develop new services and proprietary technology and respond to
technological advances in a timely and cost-effective manner. The development of
additional products and other proprietary
7
information entails significant technical and business risk. There can be no
assurance that we will succeed in developing and using new technologies or in
adapting our technology and systems to meet emerging industry standards and
customer requirements. If we are unable, for technical, legal, financial, or
other reasons, to adapt in a timely manner in response to changing market
conditions or customer requirements, or if our new products and services do not
achieve market acceptance, our business, financial condition and results of
operations would be materially adversely affected.
Our products may have defects that are not detected until installation on a
customer's system, which could result in a loss of customers, damage to our
reputation and substantial costs.
Our products will be installed on a variety of PC-based systems and it
will be necessary that they be compatible with existing and/or new PC processors
and software in order to gain maximum effectiveness. Because of the virtually
unlimited configurations of PC processors, hardware and software available, our
products can only be fully tested for reliability after they have been deployed
in customer locations. Our customers may discover errors, defects or
incompatibilities in our products after they have been fully deployed and
operated under peak stress conditions. Our products may also have errors,
defects or incompatibilities that we discover only after an upgrade to the
product. If we are unable to fix any such errors or other problems, we could
experience loss of customers, market share or an adverse change in our trade
reputation.
FORWARD-LOOKING STATEMENTS
When used in this prospectus, the words or phrases "will likely result,"
"are expected to," "will continue," "is anticipated," "estimate," "projected,"
"intends to" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties,
including but not limited to economic conditions, changes in laws or
regulations, our history of operating losses, demand for our software products
and services, newly developed technologies and software, regulatory matters,
protection of technology, lack of industry standards, our ability to obtain
contracts and licensing sales, the effects of competition and our ability to
obtain additional financing. Such factors, which are discussed in "Risk
Factors," "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the notes to consolidated financial
statements, could affect our financial performance and could cause our actual
results for future periods to differ materially from any opinions or statements
expressed with undue reliance on any such forward-looking statements, which
speak only as of the date made. See "Risk Factors," "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public via the Internet at the SEC's web site at www.sec.gov.
You may also read and copy any document we file at the SEC's public reference
room located at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms
and their copy charges.
This prospectus is part of a Form SB-2 registration statement that we
filed with the SEC. This prospectus provides you with a general description of
the securities that may be offered for sale, but does not contain all of the
information that is in the registration statement. For more detail, you should
read the entire registration statement and the exhibits filed with the
registration statement. Copies of the registration statement and the exhibits
are on file at the offices of the SEC and may be obtained upon
8
payment of the fees prescribed by the SEC, or examined without charge at the
public reference facilities of the SEC described above.
You should rely only on the information provided in this prospectus or any
prospectus supplement. We have not authorized anyone to provide you with
different information.
Neither Simtrol nor any selling security holder is making an offer of the
securities covered by this prospectus in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.
Upon request, we will provide without charge a copy of our Annual,
Quarterly and Current Reports we have filed electronically with the SEC.
Requests for such copies should be directed to Simtrol, Inc., 2200 Norcross
Parkway, Suite 255, Norcross, Georgia 30071 (telephone: 770-242-7566).
USE OF PROCEEDS
The selling security holders will receive all of the net proceeds from the
resale of any of our common shares offered in this prospectus. We will not
receive any of the proceeds from any sale of the shares by the selling security
holders. We may receive up to $2,284,083 in proceeds from the cash exercise of
the warrants currently outstanding and included in this prospectus and we intend
to use any such cash proceeds received for general corporate purposes, which may
include repaying indebtedness, making additions to our working capital, funding
future acquisitions or for further developing our products and hiring additional
personnel. However, due to current market conditions and the fact that the
exercise prices for most of these warrants are higher than the current market
price for our common stock, it is unlikely that we will receive any funds from
the exercise of these instruments.
MARKET FOR OUR COMMON STOCK
AND RELATED SHAREHOLDER MATTERS
From January 1, 2002 to May 21, 2003, our common stock traded on the OTC
Bulletin Board under the symbol "SMOL." Our common stock traded on the Pink
Sheets under the symbol "SMOL" from May 22, 2003 to May 6, 2004. From May 7,
2004 to June 17, 2004, our common stock traded on the Pink Sheets under the
symbol "SMRL." On June 18, 2004 our common stock began trading on the OTC
Bulletin Board under the symbol "SMRL", where it currently trades.
The following table sets forth the quarterly high and low bid quotations
per share of common stock on the OTC Bulletin Board and the Pink Sheets as
reported for the periods indicated. These prices also represent inter-dealer
quotations without retail mark-ups, markdowns, or commissions and may not
necessarily represent actual transactions.
High Low
2003
First Quarter $0.52 $0.20
Second Quarter $0.35 $0.15
Third Quarter $0.40 $0.12
Fourth Quarter $0.42 $0.13
2004
First Quarter $2.50 $0.70
Second Quarter $2.60 $0.40
Third Quarter $3.45 $1.01
Fourth Quarter $2.50 $0.80
9
2005
First Quarter $1.85 $0.65
Second Quarter $1.30 $0.74
Third Quarter (through $1.05 $0.61
September 12, 2005)
As of September 1, 2005, there were approximately 627 holders of record of
our common stock.
We have never paid cash dividends on our common stock and have no plans to
pay cash dividends in the foreseeable future. The policy of our Board of
Directors is to retain all available earnings for use in the operation and
expansion of our business. Whether dividends may be paid in the future will
depend upon our earnings, capital requirements, financial condition, prior
rights of any preferred shareholders and other relevant factors.
10
SELLING SECURITY HOLDERS
The following table sets forth certain information regarding ownership of
our common stock by the selling security holders as of September 1, 2005,
including their names and the number of shares of common stock beneficially
owned by them and offered pursuant to this prospectus. The selling security
holders listed in the table do not necessarily intend to sell any of their
shares. We filed the registration statement, which includes this prospectus, due
to the registration rights granted to the selling security holders, not because
they had expressed an intent to immediately sell their shares. We may from time
to time supplement or amend this prospectus, as required, to provide other
information with respect to the selling security holders.
Percentage of
Shares Outstanding
Shares Beneficially Shares
Beneficially Owned After Beneficially
Owned Before Shares Offered Transaction the Offering Owned After
Name of Selling Security Holder the Offering Hereby Note No. (3) the Offering
----------------------------------------- ------------ --------------- ------------ -------------- -------------
A. John Knapp, Jr. 352,813 133,336 (1) 219,477 *
Thomas Kroeger 140,263 64,000 (1) 76,263 *
Michael and Lyn Harvey, Joint Tenants *
with Rights of Survivorship 64,000 64,000 (1) 0
Mark S. Edge 66,672 66,672 (1) 0 *
Glen E. Murer 369,198 266,672 (1) 102,526 *
Operation Dogbone, LLC 66,672 66,672 (1)
Grinspan-Ernst Profit Sharing Plan 89,000 64,000 (1) 25,000 *
Barry J. Goldstein 64,000 64,000 (1) 0 *
William R. Battle, III 114,000 64,000 (1) 50,000 *
David R. Holbrooke 128,000 128,000 (1) 0 *
Shannon Battle Irrevocable Trust 114,000 64,000 (1) 50,000 *
James Wayne Hill 140,263 64,000 (1) 76,263 *
Herbert Arnold and Leslie Duke, Joint
Tenants with Rights of Survivorship 332,263 256,000 (1) 76,263 *
Nicolas Hammond 192,000 192,000 (1) 0 *
F&J Partnership 225,336 125,336 (1) 100,000 *
Bushido Master Capital Fund, LP 261,336 261,336 (1) 0 *
Leonard W. Fuchs 165,263 64,000 (1) 101,263 *
Gamma Opportunity Capital Partners 261,336 261,336 (1) 0 *
Mark Krakowski 166,526 64,000 (1) 102,526 *
IRA FBO Samir F Barakat Pershing LLC as
Custodian Rollover Account 128,000 128,000 (1) 0 *
DAS Consulting LLC Profit Sharing
Plan Pershing LLC as Custodian FBO
Deborah Salerno - TTEE 33,336 33,336 (1) 0 *
IRA FBO James W. Krause Pershing LLC as
Custodian Rollover Account 266,526 64,000 (1) 202,526 *
Lewis Opportunity Fund, LP 128,000 128,000 (1) 0 *
IRA FBO James G Macdonald Jr. Pershing
LLC as Custodian Rollover Account 64,000 64,000 (1) 0 *
IRA FBO Angus Morrison Pershing LLC as
Custodian Rollover Account 114,000 64,000 (1) 50,000 *
11
Percentage of
Shares Outstanding
Shares Beneficially Shares
Beneficially Owned After Beneficially
Owned Before Shares Offered Transaction the Offering Owned After
Name of Selling Security Holder the Offering Hereby Note No. (3) the Offering
----------------------------------------- ------------ --------------- ------------ -------------- -------------
SEP FBO John P. O'Shea Pershing LLC as
Custodian 84,092 33,336 (1) 50,756 *
IRA FBO John E. Pitchford Pershing LLC
as Custodian 76,500 64,000 (1) 12,500 *
Vikash, Inc. 687,968 687,968 (1) 0 *
Scott C. Bowman 60,200 31,180 (2) 29,020 *
The Chase Family Trust 156,113 100,000 (2) 56,113 *
Dan Luskind 38,056 17,272 (2) 20,784 *
Todd Kice 5,000 5,000 (2) 0 *
Joseph Wolfe 60,920 27,440 (2) 33,480 *
John P. O'Shea 102,572 51,816 (2) 50,756 *
Jonathan B.Dangar 112,798 54,000 (2) 58,798 *
Richard Louise 90,768 58,736 (2) 32,032 *
---------------------------
* Less than 1 percent.
Description of selling security holders and certain transactions:
(1) Shares and Shares Underlying Warrants Issued in Private Placement Pursuant
to Section 4(2)
We are registering 1,800,000 shares of common stock underlying 450,000
shares of Series A convertible preferred stock. Each share of Series A preferred
stock is convertible into four shares of common stock. We are registering
1,800,000 shares of common stock underlying stock purchase warrants on behalf of
28 private investors who purchased these securities in private placements we
conducted during the second and third quarters of 2005. The warrants are
exercisable for five years at the prices of $1.00 and $1.25 per common share. We
received aggregate gross proceeds of approximately $1,350,000 from these
placements.
(2) Shares Issuable upon Exercise of Warrants for Placement Agent and
Financial Advisory Services
We are registering 345,444 shares on behalf of partners, affiliates, and
employees of Westminster Securities, all of which are underlying stock purchase
warrants. The warrants are exercisable during five years at the price of $0.75
per common share. The warrants were issued to Westminster Securities for the
following services:
o 345,444 warrants issued as a placement fee in connection with a
private placement of preferred stock that ended July 15, 2005.
Subsequently, Westminster Securities transferred these warrants to those
listed holders.
(3) This assumes the holders sell none of the shares registered for sale under
a Form SB-2 registration statement that became effective on December 4,
2004.
PLAN OF DISTRIBUTION
This prospectus and the registration statement in which it is included
relate to the offer and sale of up to an aggregate of 3,945,444 shares by the
selling security holders. As used in this prospectus, "selling security holders"
includes donees, pledgees, transferees or other successors-in-interest selling
shares received after the date of this prospectus from a selling securityholder
as a gift, pledge, partnership
12
distribution or other non-sale related transfer. The selling security holders
may sell some or all of their shares at any time and in any of the following
ways. They may sell their shares:
o To underwriters who buy the shares for their own account and resell
them in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at
the time of sale. Any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may be changed
from time to time;
o Through brokers, acting as principal or agent, in transactions,
which may involve block transactions, on the Electronic Bulletin
Board, over-the-counter market or on other exchanges on which the
shares are then listed, in special offerings, exchange distributions
pursuant to the rules of the applicable exchanges or in the
over-the-counter market, or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices;
o Directly or through brokers or agents in private sales at negotiated
prices; or
o By any other legally available means.
Selling security holders may pay part of the proceeds from the sale of
shares in commissions and other compensation to underwriters, dealers, brokers
or agents who participate in the sales.
Certain states may require shares to be sold only through registered or
licensed brokers or dealers. In addition, certain states may require the shares
to be registered or qualified for sale unless an exemption from registration or
qualification is available and complied with.
Total costs related to the filing of this registration statement are
estimated to be approximately $23,000.
Commission Position on Indemnification for
Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Simtrol pursuant to the foregoing provisions, or otherwise, Simtrol has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Simtrol of expenses incurred or paid
by a director, officer or controlling person of Simtrol in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
Simtrol will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
13
MANAGEMENT
Directors and Executive Officers
The names and positions of our directors and executive officers are as
follows:
Name Positions
---- ---------
Richard W. Egan Director, President and Chief Executive Officer
Larry M. Carr Director
Dallas S. Clement Director
Julia B. North Director
Edward S. Redstone Director
Adam D. Senter Director
Thomas J. Stallings Director
Stephen N. Samp Chief Financial Officer and Secretary
Richard W. Egan, age 40, has served as a director and Chief Executive
Officer of the Company since May 2000. Mr. Egan joined the Company in June 1995
and served as National Account Manager until July 1996 when he became Regional
Sales Director. From February 1998 to June 1999, he served as Executive Vice
President of Sales. In June 1999, Mr. Egan was appointed President of the
Company.
Stephen N. Samp, age 40, joined the Company in April 2002 as Chief
Financial Officer and Secretary. From February 2001 until March 2002 he served
as an independent financial consultant. From March 1998 to February 2001 he
served as Vice President, Chief Financial Officer and Secretary of eOn
Communications (NASDAQ:EONC), a provider of unified voice, e-mail and Web-based
communications systems and software.
Board Composition
The Company's by-laws provide that the Board of Directors shall consist of
not less than three nor more than seven members, the precise number to be
determined from time to time by the Board of Directors. The Board of Directors
has set the number of directors at seven, each serving a one-year term. The
Board presently consists of Larry M. Carr, Dallas S. Clement, Richard W. Egan,
Julia B. North, Edward S. Redstone, Adam D. Senter, and Thomas J. Stallings. All
members of the Board of Directors, with the exception of Mr. Egan, are
independent, as defined in Rule 4200(a)(15) of the National Association of
Securities Dealer's listing standards. The following biographical information is
provided regarding these directors:
Larry M. Carr, age 62, has served as a director since June 1994 and as
Chairman of the Board since January 1998. Mr. Carr founded Nursefinders, Inc., a
temporary services company in the healthcare industry, in 1974. Although Adia
Services, Inc., acquired Mr. Carr's interest in this company, Mr. Carr still
owns and operates numerous Nursefinders franchises and assists in the
administration and management of several other franchises through an entity
known as Management Services, Inc. Mr. Carr is Chairman of the Board of
Northwest National Bank, located in Arlington, Texas, a director of Mobility
Electronics, Inc., of Scottsdale, Arizona, which designs, develops and markets
connectivity and remote peripheral interface technology and products and is a
director of several privately held companies, including OHA Financial, Inc.,
Trinity Airweighs, LLC and Computerized Healthcare, Inc.
14
Dallas S. Clement, age 40, has served as a director since April 2001. Mr.
Clement has served as Senior Vice President, Strategy and Development for Cox
Communications, Inc. ("Cox") since August 2000. Prior to that, he served as Vice
President and Treasurer of Cox from January 1999 to July 2000. Mr. Clement
joined Cox in 1990 as a Policy Analyst and was promoted to Manager of Investment
Planning in January 1993, Director of Finance in 1994, and Treasurer in 1996.
From April 1995 to December of 1996, Mr. Clement served as Assistant Treasurer
for Cox Enterprises, Inc. and Cox.
Julia B. North, age 58, has served as a director since October 1997. Ms.
North served as President and Chief Executive Officer of the Company from
October 1997 until June 1999. Ms. North is a director of WinnDixie Stores, Inc.,
a food retailer, Community Health Systems, Inc., an operator of general acute
care hospitals in non-urban markets throughout the United States, and Acuity
Brands, Inc., a maker of lighting equipment and specialty products.
Edward S. Redstone, age 77, has served as a director since July 1996. Mr.
Redstone has been a private investor since 1994. From 1984 to 1994, he served as
Chairman of the Board of Martha's Vineyard National Bank. Mr. Redstone was a
co-founder of National Amusements, which, among other things, is the controlling
stockholder of Viacom. Mr. Redstone also founded First Bancorporation.
Adam Senter, age 48, has served as a director since January 2005. Mr.
Senter began his 19-year career with IBM, which spanned from 1981 to 2000, in
sales and marketing, with special emphasis in training, multimedia, and
healthcare solutions. Included among his successes are conceiving and
implementing a global sales strategy that produced profitable growth in an
underperforming segment. Mr. Senter served as the Executive Vice President and
Group President at Provant, Inc. from 2000 to 2003, where he reversed a large
EBIT loss situation while upgrading organizations, personnel and processes, and
sold four businesses while protecting the interests of the stakeholders. Mr.
Senter has served as chairman of Keowee Partners LLC, a real estate company in
South Carolina, since 2003.
Thomas J. Stallings, age 58, has served as a director of Simtrol since
January 2005. Mr. Stallings is currently Chairman and CEO of Internet Commerce
Corporation (NASDAQ:ICCA), a provider of internet-based e-commerce solutions,
which he joined in 2003. Mr. Stallings began his 23- year career at the IBM
Corporation, which spanned from 1972 to 1995, in sales. He progressed through
positions of increasing responsibility. For the last four years of his tenure he
was the General Manager for a $500 million PC Direct business unit. In 1995 and
1996 he was an area Vice President with Oracle. For the last seven years he has
been involved in the management of venture capital backed technology companies,
all of which were successfully sold to larger organizations. He was the
President and Chief Operating Officer of CoreHarbor, from October 2002 to June
2003 where his efforts lead to the effective merger between CoreHarbor and
USinternetworking Inc. From 1999 to 2002, he served as President and CEO of
Cambar Software Inc. and was successful in completing a sale of the Company to a
private investor group in November 2002. From 1997 to 1999, he served as
President and CEO of Analytika, Inc. were he successfully grew this early stage
software development firm that was acquired in late 1999 by Dendrite
International.
No Family Relationships Among Directors and Officers
There are no family relationships between any director or executive
officer of the Company and any other director or executive officer of the
Company.
15
EXECUTIVE COMPENSATION
Compensation of Officers
The following table provides certain summary information for 2004, 2003 and 2002
concerning compensation paid or accrued by the Company to or on behalf of the
Company's executive officers:
Long Term
Compensation
Annual Compensation Awards
Name and ------------------- ------
Principal Number of Shares
Position Year Salary Bonus Underlying Options
-------- ---- ------ ----- ------------------
Richard W. Egan 2004 $135,200(1) -- 50,000
President and CEO 2003 $130,000(1) -- 7,500
2002 $130,000(1) - 6,000
Stephen N. Samp 2004 $119,600(2) 45,000
Chief Financial 2003 $115,000(2) -- 3,600
Officer 2002 $ 86,923(2) -- 4,000
------------------------
(1) Due to the business conditions of the Company, Mr. Egan deferred $35,500 of
his 2003 salary and $15,000 of his 2002 salary. He was paid these deferred
amounts during 2004.
(2) Due to the business conditions of the Company, Mr. Samp deferred $23,861 of
his 2003 salary and $4,423 of his 2002 salary. He was paid these deferred
amounts during 2004.
Director Compensation
We do not presently provide any cash compensation to directors for their
services as directors. Each of our non-employee directors receives an automatic
grant of options to purchase 15,000 shares of our common stock each year under
the terms of our stock option plans. Each director is reimbursed for travel and
other expenses incurred in connection with the performance of his or her duties.
The board of directors of the Company has authorized the Company to pay fees to
the members of the Company's board of directors for their attendance at board
and committee meetings, as follows: (i) $1,000 for each board meeting attended
in person, (ii) $500 for each board meeting attended by telephone conference,
and (iii) $200 for each committee meeting attended in person or by telephone
conference. These fees are paid as of the last day of each fiscal quarter, in
shares of the Company's stock issued pursuant to the Company's 2002 Equity
Incentive Plan, with such shares valued based on the most recent closing trading
price of the Company's common stock on the Over-the-Counter Bulletin Board as of
the last day of each fiscal quarter.
Additionally, all new non-employee directors receive a one-time grant of an
option to purchase 5,000 shares of our common stock at an exercise price equal
to the fair market value of the stock on the date of the grant. The options
expire, unless previously exercised or terminated, ten years from the date of
the grant.
Stock Option Plans
16
1991 Stock Option Plan. The 1991 Stock Option Plan (the "1991 Plan") as
amended by our shareholders, provides for the grant of options to purchase up to
an aggregate of 366,206 shares of our common stock. Under the terms of the 1991
Plan, the Stock Option Committee of the Board of Directors may grant options to
purchase shares of common stock to our officers, directors and employees and to
those of our subsidiaries. The right to grant additional options under this plan
expired in August 2001. Therefore, no additional grants of options will be made
under this plan. At December 31, 2004, options to purchase 56,775 shares of
common stock were outstanding under the 1991 Plan.
2002 Stock Option Plan. In June 2002, our shareholders approved the
adoption of the 2002 Stock Option Plan (the "2002 Plan") for our and our wholly
owned subsidiaries' officers, directors, employees and consultants. The 2002
Plan provides for the grant of options to purchase up to an aggregate of 250,000
shares of our common stock. Under the terms of the 2002 Plan, the Stock Option
Committee of the Board of Directors may grant options to purchase shares of
common stock to our officers, directors and employees and to those of our
subsidiaries. At December 31, 2004, options to purchase 353,500 shares of common
stock were outstanding under the 2002 Plan.
The following table provides certain information concerning options granted
during 2004:
% of Total Options
Number of Securities Granted to
Underlying Options Employees in Exercise or
Name Granted(1) Fiscal Year Base Price Expiration Date
---- -------------------- ----------- ---------- ----------------
Richard W. Egan 50,000 22.7% $2.00 June 20, 2014
Stephen N. Samp 45,000 20.5% $2.00 June 20, 2014
(1) The options vest over three years on an annual basis.
The following table provides certain information concerning the value of
unexercised warrants and unexercised options held by the Company's executive
officers as of December 31, 2004. No options or warrants were exercised by
either of the executive officers during 2004.
Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options or Warrants at Options and Warrants at Fiscal Year
Fiscal Year End End
-------------------------------------- --------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ---------------- ------------------ --------------- ------------------
Richard W. Egan 23,625 58,000 -- --
Stephen N. Samp 3,400 49,200 -- --
17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information as of September 1, 2005
with respect to ownership of our outstanding common stock by (i) each of our
directors and executive officers, (ii) all of our directors and executive
officers, as a group and (iii) all persons known to us to own beneficially more
than 5% of the outstanding shares of our common stock:
Percent of
Shares Beneficially Outstanding
Name of Beneficial Owner Owned (1) Shares
-------------------------------------- ------------------------------- ------------------
Larry M. Carr 694,057 (2) 17.3%
Julia B. North 28,933 (3) *
Edward S. Redstone 711,233 (4) 17.9%
Richard W. Egan 50,442 (5) *
Dallas S. Clement 80,233 (6) 2.1%
A. John Knapp, Jr. 352,813 (7) 5.8%
Stephen N. Samp 20,200 (8) *
Frederick G. Wedell 505,055 (9) 12.5%
Meadowbrook Opportunity Fund, LLC 405,055 (10) 10.2%
W. Cobb Hazelrig 605,055 (11) 14.8%
Glen E. Murer 369,198 (12) 9.1%
Herbert Arnold and Leslie Duke 307,263 (13) 7.6%
F&J Partnership 225,376 (14) 5.8%
Bushido Capital Master Fund, LP 261,336 (15) 6.5%
James W. Krause 266,526 (16) 6.8%
Vikash, Inc. 687,968 (17) 15.6%
All directors and executive officers
as a group (8 persons) 1,639,264 36.6%
-------------------------------
* Less than 1% of outstanding shares.
(1) Except as otherwise indicated, each person named in this table
possesses sole voting and investment power with respect to the
shares beneficially owned by such person. "Beneficial ownership,"
determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, includes shares for which an individual, directly or
indirectly, has or shares voting or investment power and also
includes options that are exercisable within 60 days.
(2) Consists of 394,699 shares held directly, 32,625 shares of common
stock subject to stock options that are exercisable within 60 days,
and 250,066 shares of common stock subject to presently exercisable
common stock purchase warrants. Also includes 16,667 shares held in
the name of OHA Financial, of which Mr. Carr serves as Chairman of
the Board; Mr. Carr disclaims beneficial ownership of these shares.
Mr. Carr's business address is 2200 Norcross Parkway, #255,
Norcross, Georgia 30071.
(3) Consists of 2,308 shares held directly and 26,625 options that are
exercisable within 60 days.
(4) Consists of 439,295 shares held directly, 22,375 shares subject to
stock options that are exercisable within 60 days, 249,500 shares
issuable upon the exercise of warrants, and 63 shares owned by Mr.
Redstone's spouse. Mr. Redstone's business address is 222 Merrimack
Street, Suite 210, Lowell, MA 01852.
(5) Consists of 5,775 shares held directly, 1,375 shares issuable upon
the exercise of warrants and 43,292 options that are exercisable
within 60 days.
(6) Consists of 33,681shares owned directly, 28,052 shares issuable upon
exercise of warrants, and 18,500 shares subject to stock options
that are exercisable within 60 days.
18
(7) Consists of 146,913 shares owned directly, 66,068 shares of common
stock subject to presently exercisable common stock purchase
warrants, and 66,068 shares subject to conversion of certain
convertible preferred stock. Also includes 28,024 shares owned by
Andover Group, Inc., 44,540 shares issuable upon the exercise of
warrants that are exercisable within 60 days by Andover Group. Mr.
Knapp is Chief Executive Officer and majority shareholder of Andover
Group, Inc. Mr. Knapp's business address is 910 Travis Street, Suite
2205, Houston, TX 77002.
(8) Consists of 20,200 shares of common stock subject to stock options
that are exercisable within 60 days.
(9) Consists of 50,000 shares of common stock held directly and 50,000
shares of common stock subject to presently exercisable common stock
purchase warrants. Also includes 151,685 common shares and 253,370
shares of common stock subject to presently exercisable common stock
purchase warrants held in the name of W&H Investment, of which Mr.
Wedell is a principal.
(10) Consists of 151,685 shares of common stock and 253,370 shares of
common stock subject to presently exercisable common stock purchase
warrants.
(11) Consists of 50,000 shares of common stock held directly and 50,000
shares of common stock subject to presently exercisable common stock
purchase warrants. Also includes 151,685 and 50,000 common shares
and 253,370 and 50,000, shares of common stock subject to presently
exercisable common stock purchase warrants held in the name of W&H
Investment and Hazelrig Family Partnership, LLP, respectively, of
which Mr. Hazelrig is a principal.
(12) Consists of 25,842 shares of common stock held directly, 210,020
shares of common stock subject to presently exercisable common stock
purchase warrants, and 133,336 shares subject to conversion of
certain convertible preferred stock.
(13) Consists of 12,921 shares of common stock held directly, 166,342
shares of common stock subject to presently exercisable common stock
purchase warrants, and 128,000 shares subject to conversion of
certain convertible preferred stock.
(14) Consists of 50,000 shares of common stock held directly, 112,688
shares of common stock subject to presently exercisable common stock
purchase warrants, and 62,688 shares subject to conversion of
certain convertible preferred stock.
(15) Consists of 130,688 shares of common stock subject to presently
exercisable common stock purchase warrants and 130,688 shares
subject to conversion of certain convertible preferred stock.
(16) Consists of 75,842 shares of common stock held directly, 158,684
shares of common stock subject to presently exercisable common stock
purchase warrants, and 32,000 shares subject to conversion of
certain convertible preferred stock.
(17) Consists of 343,984 shares of common stock subject to presently
exercisable common stock purchase warrants and 343,984 shares
subject to conversion of certain convertible preferred stock.
DESCRIPTION OF CAPITAL STOCK
We are currently authorized by our Certificate of Incorporation to issue
an aggregate 40,800,000 shares of capital stock, including 40,000,000 shares of
common stock, $0.001 par value per share, of which 3,733,163 were issued and
outstanding as of September 1, 2005, and 800,000 shares of preferred stock,
$0.00025 par value per share, of which 450,000 shares of Series A Preferred
Stock were outstanding as of September 1, 2005.
Common Stock
The holders of common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of shareholders. Subject to the
rights and preferences of the holders of any outstanding preferred stock, the
holders of common stock are entitled to receive ratably such dividends as are
declared by the Board of Directors out of funds legally available therefor. In
the event of our liquidation, dissolution or winding-up, holders of common stock
have the right to a ratable portion of assets remaining after our payment of all
debts and other liabilities, subject to the liquidation preferences, if any, of
the holders of any outstanding preferred stock. Holders of common stock have
neither preemptive rights nor rights to convert their common stock into any
other securities and are not subject to future calls or assessments by us. There
are no redemption or sinking fund provisions applicable to the
20
common stock. The rights, preferences and privileges of the holders of common
stock may be subject to and may be adversely affected by, the rights of the
holders of shares of preferred stock that we may designate and issue in the
future.
Preferred Stock
The Certificate of Designation establishing the terms of the Series A
Convertible Preferred Stock included the following terms:
o the Holder may convert one share of the preferred stock into four shares of
common stock at any time and without limitation; and
o without approval of a majority of the Series A Preferred Stock Holders, the
Company cannot incur debt in excess of an aggregate of $1.0 million outside of
trade debt in the normal course of business. Such debt may only be secured by
accounts receivables and shall not encumber any copyrights, marketing materials,
software code or any other proprietary technology, software or product
processes, patents or patent licenses of the Company; and
o beginning with the quarter ending December 31, 2005 and for every subsequent
quarter the Series A Preferred Stock is outstanding, if the Company's net
working capital (defined as current assets less current liabilities) is less
than twenty five per cent (25%) of $1,092,000, the total amount of gross
proceeds raised in the private placement that closed on July 15, 2005 (defined
as a "Quarterly Default"), then for each Quarterly Default, the Holders of the
Series A Preferred Stock will receive additional shares of Series A Preferred
Stock equal to 25% of the number of shares of Series A Preferred Stock held by
the Holder at the time of the Quarterly Default. The net working capital will be
tested on a quarterly basis, based on the Company's most recent Form 10-QSB or
Form 10-KSB or other appropriate filing; and
o Series A Convertible Preferred shares have full voting rights on an "as
converted" basis; and
o the liquidation value of the Series A Preferred Stock is $3.00 per share, and
if the Company at any time while the Series A Preferred Stock is outstanding,
shall offer, sell, grant any option to purchase or offer, sell or grant any
right to reprice its securities, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any
common stock or common stock equivalents entitling any person to acquire shares
of common stock, at an effective price per share less than the then conversion
price of $0.75, then the conversion price shall be reduced to equal the
subsequent price. Exempt transactions for purposes of the repricing provision
include the issuance of (a) shares of common stock or options to employees,
officers or directors of the Company pursuant to any stock or option plan duly
adopted by a majority of the non-employee members of the Board of Directors of
the Company or a majority of the members of a committee of non-employee
directors established for such purpose, and (b) securities issued pursuant to
acquisitions or strategic transactions, provided any such issuance shall only be
to a person which is, itself or through its subsidiaries, an operating company
in a business synergistic with the business of the Company and in which the
Company receives benefits in addition to the investment of funds, but shall not
include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is
investing in securities.
20
BUSINESS
History
We were incorporated under the laws of the State of Delaware on September
19, 1988. From 1990 to 2001, we primarily designed, manufactured, marketed and
supported hardware-based command and control systems, including
videoconferencing systems. We still provide maintenance support for certain of
these systems.
General
Simtrol is a designer, developer and marketer of sophisticated,
Windows-based software solutions that enable the command, control, monitoring
and diagnostics of otherwise incompatible electronic devices. Simtrol's products
run on Windows platforms in a PC environment, providing clear cost,
implementation, and scalability advantages to the proprietary hardware products
of the Company's major competitors.
The Company has two main product offerings, ONGOER and OnGuard, and
numerous modules that customize those two products for a variety of situations,
environments, and vertical market applications. The modules are typically for
first-time applications that are designed in conjunction with OEM and
integrators for specific customers. The Company's recently enhanced business
model charges these OEM's and integrators for the development of these modules.
Simtrol adds these custom modules to its inventory, enhancing the Company's
product offerings and providing a broader solution for an additional vertical
market, which can then be exploited in conjunction with Simtrol's OEM or
integrator partner.
IT professionals have long managed corporate assets such as PC's, servers
and routers. During the past two years, most AV products have become IP
addressable - a requirement from IT professionals who wish to manage the AV
devices as shown in the following graphic with the same power and flexibility
they use to manage IT assets. IT departments demand that these devices tie into
their existing IT network and wish to use global IT tools such as IBM's NetView,
Hewlett-Packard's OpenView, or Computer Associates' Unicenter(R) to monitor and
manage them.
Originally, we developed and marketed hardware-based videoconferencing and
control systems. However, in 2000, management recognized an increased interest
by computer and computer-related manufacturers to expand their existing
technologies into the AV industry. A number of these manufacturers began to
offer plasma screen televisions, digital projection equipment and other similar
devices. At that time, management believed that this would lead to the
commoditization of other AV control hardware, such as touch panel displays.
Accordingly, in conjunction with the commencement of a contract with Boeing, we
shifted our business strategy to a PC-centric software model, thereby
positioning us as the first to market with a fully integrated software solution.
In April 2001, we released the first version of our ONGOERTM PC-based control
software just as a major trend began taking place: IT professionals were taking
over the management of AV applications. We believe that we are well positioned
to take advantage of this growing trend and can become a popular Windows
application for enterprise users over the next three to seven years. As a result
of our strategic shift, we no longer sell videoconferencing systems directly,
although we still maintain service contracts with certain videoconferencing
customers that we are beginning to leverage into future sales opportunities of
our software products. To date, we have spent approximately $4 million in
research and development for our software product offerings. During 2004 and
2003, we spent approximately $0.5 million and $0.4 million, respectively, in
research and development.
21
Our principal executive offices are located at 2200 Norcross Parkway,
Suite 255, Norcross, Georgia 30071 and our telephone number is (770) 242-7566.
Recent Developments
During 2004 and 2005, we have continued our plan to restructure our
business around the sales of our ONGOER and OnGuard PC-based control software.
The product was originally available for sale in April 2001 and represented a
departure from our previous business of selling, installing and servicing our
Omega videoconferencing control systems. We continue to service certain Omega
videoconferencing control systems under maintenance contracts.
Due to the discontinuance of our older Omega product line of
videoconferencing systems and the slower than anticipated increase in sales of
ONGOER, in June 2002 we reduced our headcount by approximately 50% in order to
conserve resources and focus our sales and development efforts with select AV
integrators, firms that specialize in the sale, installation, support and
service of AV equipment and on software licensing opportunities in order to
reduce our cash used from operations. We also moved to significantly smaller
office space in September 2002 to reduce overhead expenses.
These changes were necessary because during the year following the launch
of ONGOER 1.0, we learned that integrators would have to change the way they
sell, design, program, invoice, install and support control system solutions in
order to use our PC-based ONGOER product. Despite obvious benefits of moving to
a PC-based solution, a complete overhaul of internal operations was simply not a
choice integrators were willing to make during an uncertain economic climate.
Despite reduced headcount and a major reduction in expenses, we retained
our top software talent and focused on adding important software features to
enhance our product. During the second half of 2002, success on two important
fronts took place. First, we announced our first licensing agreement with
Polycom, the world's largest videoconferencing company based on revenues. Under
our agreement with Polycom, we license certain ONGOER code for use in Polycom's
PC-based iPower videoconferencing platform. This software, called Meeting Tool
Assistant (MTA), provides Polycom's customers with control capabilities for
three serial devices - a VCR, projector and document camera.
The success of MTA led to an expanded Polycom-Simtrol relationship during
February 2004, when Polycom announced that our ONGOER product could leverage
Polycom's iPower platform to provide seamless, flexible control of a wide
variety of voice, video and peripheral components. This relationship with
Polycom has provided credibility to our software through a proven market leader
and has provided for increased exposure to AV integrators interested in
exploring PC-based solutions.
Second, we have established a strong relationship with Telaid, a
Connecticut-based systems integration and service firm. Together, we have
successfully deployed approximately 50 ONGOER units at Morgan Stanley. The
Morgan Stanley account was instrumental in shaping our second software product -
OnGuard monitoring software. Success at Polycom and Telaid has provided us with
increased visibility in the AV integration community, strong reference accounts
and valuable feedback on additional software features that will further enhance
our ONGOER and OnGuard products.
We issued additional convertible notes and private common stock during
2004 and convertible preferred stock in 2005 to fund our operations; however, we
continue to use significant cash in operations and will require additional debt
or equity financing. This additional financing could be in the form of the sale
of assets, the issuance of debt or equity securities, or a combination of these
financing methods. The amount of such funding that may be required will depend
primarily on how quickly sales of our ONGOER product take place and to what
extent we are able to work out our overdue accounts payables
23
with our various vendors. There can be no assurance that we will be able to
obtain such financing if and when needed, or that if obtained, such financing
will be sufficient or on terms and conditions acceptable to us. If we are unable
to obtain this additional funding, our business, financial condition and results
of operations will be adversely affected.
As of June 30, 2005, the Company had cash of $692,883. The Company does
not have sufficient funds for the next twelve (12) months and has relied on
periodic investments in the form of common stock and convertible debt and
preferred stock since the fourth quarter of 2001 to sustain its operations. The
Company currently requires substantial amounts of capital to fund current
operations and for the payment of past due obligations including operating
expenses and the continued development and deployment of its ONGOER and OnGuard
product lines. During the quarter ended June 30, 2005, the Company issued
$1,092,000 of convertible preferred stock. On February 4, 2004, the Company
issued $575,000 of convertible debt and during 2004, the Company issued
$1,825,000 of equity securities in a private placement. However, there can be no
assurance that the Company will be successful in its attempts to develop and
deploy its ONGOER and OnGuard product lines, generate positive cash flows or
raise sufficient capital essential to its survival. To the extent that the
Company is unable to generate or raise the necessary operating capital, it will
become necessary to curtail operations. Additionally, even if the Company does
raise operating capital, there can be no assurance that the net proceeds will be
sufficient to enable it to develop its business to a level where it will
generate profits and positive cash flows.
Products
Our core business is the design, production and sale of our ONGOER device
control software and our OnGuard monitoring software. Together, these software
products allow a PC to manage, control and monitor a wide variety of AV devices.
ONGOER
ONGOER allows end users to operate, as a single system, a broad range of
electronic equipment such as projectors, VCRs, computers, sound systems,
lighting and temperature controls and other audio and video devices in a variety
of settings. This is a significant departure from the products currently
available on the AV control systems market in that it is a software-based system
that can be installed to run on readily available third-party hardware such as
PCs. Major competitors' AV control systems are based on proprietary hardware
components employing code written in proprietary scripting languages. In order
to grow sales and to reach and maintain profitability, management believes that
we can better leverage our technological and service competencies by marketing
and selling ONGOER through third-party resellers and system integrators, by
licensing our software to third parties in the AV market and by entering new
markets for control system technology.
ONGOER can be operated from any PC with the Windows(R) 2000 or Windows(R)
XP operating system. All interfaces, cables and cards and the hardware
controller itself can be purchased from a wide variety of suppliers. With its
unique open architecture, this software delivers real-time control to AV-system
management. ONGOER's software-based technology allows integrators to change
configurations with ease and any device that can connect to a PC can be
controlled with ONGOER.
We have developed OnROAD, ONGOER's remote operations, administration and
diagnostics utility, to facilitate detection and correction of system problems
from any remote location. Integrators no longer have to travel to customers'
locations to fix minor problems. OnROAD allows integrators to diagnose and
repair the vast majority of system conflicts remotely. We provide OnROAD as an
integral
24
part of the base software package and no additional hardware or software is
needed to perform these functions.
The PC controller is the heart of the ONGOER control system. The
flexibility of ONGOER lets integrators choose the controller: anything from a
single-box chassis to a multiprocessor server. There is no need to have an
additional PC or proprietary hardware controller because the PC can handle all
of an AV system's computing needs, as well as any additional software required
for presentations and other applications.
ONGOER not only makes the PC a control platform for numerous third-party
AV devices, but its broad range of connection methods extends the flexibility
further. Users can choose among numerous devices and connect via a number of
different methods.
End-users normally have contact with ONGOER only through the user
interface. ONGOER provides a great deal of flexibility in creating methods for
human interaction with the system. Because it relies on third-party hardware,
integrators can choose to incorporate a wide range of devices as user interfaces
such as inexpensive VGA monitors, sophisticated touch screens, personal digital
assistants like Palm Pilots, IPaqs, Visors and even cellular phones. Graphical
user interfaces can be quickly and easily created with Microsoft(R) Visual
Basic. We also provide our OnLooker product as an integral part of the base
software package. OnLooker includes a library of artwork and customized ActiveX
controls to allow integrators to expedite the user interface development
process.
OnGuard
OnGuard is server-based management and monitoring software. The OnGuard
Server connects via standard TCP/IP networking to a set of ONGOER controllers to
monitor and control devices at remote locations. OnGuard displays information
about device health and status via a standard, web-based browser interface.
Technicians can log in from any place at any time using standard web browsers to
view the entire device control network at a glance.
Proprietary Technology
We regard our ONGOER and OnGuard software as proprietary and have
implemented protective measures of both a legal (copyright) and practical
nature. We derive considerable practical protection by supplying and licensing
only a non-modifiable run-time version to our customers and keeping confidential
all versions that can be modified. By licensing the software rather than
transferring title, we in most cases have been able to incorporate restrictions
in the licensing agreements, which impose limitations on the disclosure and
transferability of the software. No determination has been made as to the legal
or practical enforceability of these restrictions, or the extent of customer
liability for violations.
Product Development Strategies
The AV world and the IT world are converging, with more and more devices
becoming network enabled. Like PCs and servers, we believe IT departments will
demand AV products (projectors, audio processors, video codecs, video switchers,
cameras, electronic whiteboards, etc.) be accessible on a corporate network,
where they can be controlled, managed and monitored from centralized and/or
remote locations. ONGOER and OnGuard install on PCs and servers and support a
product architecture that allows them to control, monitor and manage any device
connected to them via the network.
Two major efforts are underway to increase the value of the ONGOER and
OnGuard software products. The first effort involves improving our powerful yet
simple software tool called ONGOER
24
Builder (Builder). Builder guides the user through a streamlined, three-step
process to design and program a control system and graphical user interface. It
provides panels, buttons, labels and image objects complete with a large
graphics library that allows the user to create a variety of flexible and
visually attractive user interfaces. A panel workspace also enables users to
design graphical layouts and a Syntax Assistant enables the user to select
programming functions. Both ONGOER and ONGOER Builder use the non-proprietary
BASIC programming language.
OnGuard version 1.1 features device control panels and improved
programmability and allows user-defined hyperlinks. These features provide
functionality such as custom control panels for remote control of devices,
programming of calendaring programs such as Microsoft Outlook for scheduling
device control and user-defined hyperlinks allow improved control user
interfaces or web-based device documentation.
As the major PC companies add AV products such as plasma displays,
projectors and LCD touch panels, we believe our software is well positioned to
take advantage of the benefits - low price points and broad availability from a
variety of suppliers - of the PC platform versus our competitors' closed,
proprietary line of controllers and touch panels.
Customers
Revenue from four major customers of $75,700 comprised 85% of consolidated
revenues for the six months ended June 30, 2005. Revenue from one customer
totaled $478,533, or approximately 85% of consolidated revenues for 2004. The
loss of any of our major customers would have an adverse effect on our business.
Markets
Based on the long-term objective of becoming the industry standard
software for controlling and monitoring AV devices, management has developed a
sales and marketing strategy to aggressively pursue relationships at each point
of the distribution channel. The following provides an overview of the AV
distribution channel.
End Users
Businesses, universities and government agencies purchase device control
and monitoring solutions to aid productivity associated with the use of AV
meeting room assets. From 2002-2005, we have installed our products with a
number of end users, including: Boeing, Lockheed, Morgan Stanley and Merrill
Lynch.
AV and IT System Integrators
Integrators are hired by end users to "integrate" technology to help them
increase productivity and save money. Integrators purchase hardware and software
products from various manufacturers and design, install and service those
solutions for end users. The integrator is typically the entry point into the
end user and, therefore, is a critical relationship for us. These include the
Value Added Reseller ("VAR") 500, the top 500 VARs in the U.S. and AV
integrators. We have successfully developed relationships with a number of
integrators, including Telaid and IBM Global Services. Management considers this
a critical element in the distribution channel and is focusing significant
effort on developing relationships with other integrators.
Equipment OEM Partners
25
Videoconferencing companies, presentation equipment manufacturers and
signal management firms represent potential alliance partners that could
co-brand or private label our technology into value-add solutions featuring
their products. The goal of alliances is for our partners and us to package
turnkey solutions that make it easier for integrators to deploy at end user
customer sites. Hardware from these companies needs to be controlled by end
users for ease-of-use and monitored by support staff to guarantee the technology
works in the meeting rooms. Providing turnkey solutions straight from the
manufacturer helps the integrator and the end user. The large equipment Original
Equipment Manufacturers ("OEMs") include, for video conferencing: Polycom,
Tandberg, Sony, VCON and VTEL; for presentation equipment: SMART, Polyvision,
Hitachi, 3M and Panasonic; and for signal management: Altinex and Kramer
Electronics. In 2002 and 2003, we established relationships with Polycom and
SMART Technologies, Inc, and in 2004 we established a relationship with Altinex,
Inc.
OEM relationships also increase our sales leverage in the AV and systems
integrator channels. Each of these OEMs has relationships throughout that
channel, including the VAR 500. As our products are packaged with OEM hardware,
those products are introduced throughout the integrator sales channel, where
they can be added to bids and specification sheets with minimal sales lead time
and expense to us.
PC OEM Partners
Computer manufacturers represent the core platform - the PC and server -
that run our software products. Their products are sold through integrators and
directly to end-users. Computer companies have entered the consumer electronics
business; therefore, providing turnkey control and monitoring software to
integrators could drive additional sales of PCs and servers, plasma monitors and
other PC hardware required for control applications. Potential PC OEM partners
include Dell, Hewlett-Packard, Gateway, IBM and Sony.
Operating System Providers
Because the PC manufacturers are beginning to produce turnkey sets of
products for the AV industry, Microsoft Corporation started working with PC
companies on a Media Center PC, a solution specifically designed for
media-related computers used for applications such as home entertainment. We are
positioning our products as the solution for command, control and monitoring
devices within such an operating system. Management sees this as a long-term
possibility for an additional revenue stream.
Competition
We primarily compete with two companies, both of which have significantly
greater resources and market share. Both companies offer control solutions based
on proprietary hardware and software. We offer control solutions utilizing open
PC technology.
Our two major competitors in the AV control systems market are AMX and
Crestron, who combined currently have close to 100% of the sales in this market.
AMX, headquartered in Richardson, Texas, was established in 1982. This
publicly traded company employs about 400 people, with dealers and distributors
in 40 countries. AMX has a strong foothold in Fortune 500 companies. Typical AMX
applications include control of devices in corporate boardrooms, meeting
facilities, professional sporting arenas, museums, hospital operating rooms,
transportation systems and schools.
26
Headquartered in Rockleigh, New Jersey, Crestron designs and manufactures
control and automation systems for corporate, industrial, educational and
residential markets.
Both Crestron and AMX offer hardware-based control systems, the cores of
which are proprietary controllers fitted with proprietary cards and connectors
manufactured by or for them and running proprietary operating systems. These
proprietary controllers communicate with controlled devices by means of code
written in proprietary languages (each company has developed its own).
Integrators who re-sell systems from each of these companies must send their
technical personnel to training courses offered by the companies themselves and
by several independent organizations.
Because ONGOER is a software-based control system designed to run on
commodity hardware, we believe we have several advantages over AMX and Crestron.
The PC industry is a vast marketplace with enormous economies of scale. Computer
hardware including touch screens, wireless Smart Displays and serial ports are
extremely powerful and inexpensive. Innovative and wireless network-enabled
devices are regularly introduced into the mass PC market. There are advantages
for end customers in familiarity and cost compared to proprietary,
hardware-based control systems.
Many end customers also strive for a unified collaboration/control
solution, such as the combination of Polycom iPower and Simtrol ONGOER, or the
combination of a SMART Display and Simtrol ONGOER. When the PC is already part
of an AV room, there are even more compelling cost advantages to adding ONGOER
software to the existing PC and existing display.
End customers are also demanding a new breed of proactively monitored
control solutions. Traditional control systems companies are reacting by
introducing PC-like services and interfaces to PCs and innovative PC wireless
Smart Displays. These PC-like services cannot compete in terms of price and
performance with the much larger PC marketplace.
Traditional control systems position themselves to be the central
technology and view the PC as an "important device." We believe the PC is the
central technology and view traditional hardware control boxes as a declining
technology.
Research and Development
Our product engineering, including our costs associated with design and
configuration of fully developed systems for particular customer applications is
accounted for in our financial statements as research and development expenses.
During the year ended December 31, 2004 our expenditures for research and
development of new products or new components for our ONGOER product totaled
$452,002, an increase of 8% from the total expenditures of $419,361 in 2003. The
8% increase from 2003 was due primarily to higher salary and benefit costs.
Employees
As of September 15, 2005, we employed 12 persons full time, including two
executive officers. Of the full-time employees who were not executive officers,
five were engaged in research and development, three in service, one in sales,
and one in information systems. Employee relations are considered good and we
have no collective bargaining contracts covering any of our employees.
Properties
We maintain our executive and sales offices in 6,400 square feet of leased
office and warehouse space in Norcross, Georgia, under a three-year lease, which
expired in August 2005. We have extended
27
our lease for twelve additional months through August 2006. We moved to this
facility from our former facility in Norcross, Georgia in September 2002.
Monthly rent will be $3,666 including common area maintenance charges, taxes and
insurance beginning in September 2006.
We believe that our current facilities are adequate for our current
requirements.
Legal Proceedings
We are currently not a party to any legal proceedings.
28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
We are a Georgia-based software technology company specializing in AV
control. We design, manufacture, market, service and support our ONGOER software
control system, which is designed to run on third-party hardware. Previously,
our core business was the design, manufacture, marketing and servicing of
software based command and control systems, including videoconferencing control
systems, through our wholly owned subsidiary, Videoconferencing Systems, Inc. We
continue to service certain of our videoconferencing customers but have
discontinued selling to this market.
Our command and control solutions allow end users to operate, as a single
system, a broad range of electronic equipment such as projectors, VCRs,
computers, sound systems, lighting and temperature controls and other audiovideo
devices in a variety of settings. A typical customer is a large, multi-site
organization that utilizes sophisticated audio, video and communications network
technologies that require complex command and control solutions. These solutions
can be used in a variety of settings, including corporate meetings and
conferences, distance learning and judicial arraignment systems. These customers
also require superior after-the-sale service. Historically, we have utilized a
direct sales model. However, in order to attempt to grow sales and to reach and
maintain profitability, management believes that we can better leverage our
technological and service competencies by marketing and selling our products
through third party resellers and system integrators, who specialize in the
sale, installation, support and service of audiovisual equipment and by entering
new markets for our control system technology.
During 2000, we undertook a restructuring of our business operations and
balance sheet that are intended to achieve profitable operations and provide
positive operating cash flows. As part of this restructuring, we raised
additional equity capital and paid off debt outstanding at that time. These
restructuring initiatives have enabled us to reposition our product line and to
expand our presence in the AV command and control systems market. This market,
which to some degree overlaps the high-end videoconferencing market historically
served by us, is almost exclusively maintained by thousands of resellers and
system integrators. Our products have been re-engineered such that they may also
be sold through these third party channels. We believe we offer a functionally
superior, lower cost, fully integrated solution which provides command and
control and remote diagnostics for audio, visual and room environment devices
and for network connectivity.
Once established in the AV command and control market, we envision
developing additional applications for other command and control system markets,
including process control applications in manufacturing environments and the
burgeoning home entertainment market, that may involve licensing our control
software to existing OEM vendors, in addition to third-party reseller channels.
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America. As
such, we are required to make certain estimates, judgments and assumptions that
we believe are reasonable based upon the information available. These estimates
and assumptions affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. The significant accounting policies which
we believe are the most critical to aid in fully understanding and evaluating
our reported financial results include the following:
29
o Revenue recognition. Revenue consists of the sale of our PC-based device
control software licenses (ONGOER) and maintenance revenue on our older
videoconferencing systems (Omega). We recognize revenue from ONGOER
software sales upon shipment as we sell the product to AV integrators.
Revenue on Omega maintenance contracts is recognized over the term of the
related contract. Revenue on the sale of hardware is recognized upon
shipment.
o Capitalized software research and development costs. Our policy on
capitalized software costs determines the timing of our recognition of
certain development costs. In addition, this policy determines whether the
cost is classified as development expense or capitalized. Software
development costs incurred after technological feasibility has been
established are capitalized and amortized, commencing with product
release, using the greater of the income forecast method or on a
straight-line basis over the useful life of the product. Management is
required to use professional judgment in determining whether development
costs meet the criteria for immediate expense or capitalization.
o Impairments of Assets/Investments. We record impairment losses on assets
and investments when events and circumstances indicate that the assets
might be impaired and the undiscounted cash flows estimated to be
generated by those assets are less than the carrying amount of those
items. Our cash flow estimates are based on historical results adjusted to
reflect our best estimate of future market and operating conditions. The
net carrying value of assets not recoverable is reduced to fair value. Our
estimates of fair value represent our best estimate based on industry
trends and reference to market rates and transactions.
Financial Condition and Liquidity
For the Six Months Ended June 30, 2005
General
As of June 30, 2005, we had cash of $692,883. We do not have sufficient
funds to meet our cash flow requirements for the next twelve (12) months. We
have relied on periodic investments in the form of common stock and convertible
debt by certain of our existing stockholders since the fourth quarter of 2001 to
sustain our operations. We currently require substantial amounts of capital to
fund current operations and the continued development and deployment of our
ONGOER and OnGuard product lines. Due to recurring losses from operations, an
accumulated deficit, negative working capital and our inability to date to
obtain sufficient financing to support current and anticipated levels of
operations, our independent public accountant's audit opinion states that these
matters have raised substantial doubt about our ability to continue as a going
concern at December 31, 2004.
We used $633,017 in cash from operating activities in the six months ended
June 30, 2005 compared to $904,619 during the six months ended June 30, 2004 due
primarily to retirements of various past due obligations with proceeds from the
2004 convertible debt issued in February 2004 and equity securities issued in
June 2004. We used $5,325 in investing activities during the six months ended
June 30, 2005; there was no cash used in investing activities for the six months
ended June 30, 2004. Cash provided by financing activities in the six months
ended June 30, 2005 consisted of approximately $917,000 net proceeds from sales
of Series A Convertible Preferred Stock (see Note 6 to the unaudited condensed
consolidated financial statements). Cash provided by financing activities in the
six months ended June 30, 2004 consisted primarily of $575,000 of convertible
debt issued in February 2004 and $1,250,000 of equity securities issued in June
2004, excluding issue costs. $60,000 of convertible notes were repaid with
proceeds from the equity securities and the Company's note payable for past due
rent of
30
approximately $216,000 was also retired in full for payments totaling $70,000.
We have relied on a combination of investments of convertible debt and common
stock from private investors, including four members of the Board of Directors,
to fund operations since November 2001.
We will likely require additional funding during the remainder of fiscal
2005 and thereafter to fund our development and operating activities. This
additional funding could be in the form of the sale of assets, debt, equity, or
a combination of these financing methods. However, there can be no assurance
that we will be able to obtain such financing if and when needed, or that if
obtained, such financing will be sufficient or on terms and conditions
acceptable to us. If we are unable to obtain this additional funding, our
business, financial condition and results of operations would be adversely
affected. The accompanying financial statements contemplate our continuation as
a going concern. However, we have sustained substantial losses from operations
in recent years, and such losses have continued through June 30, 2005. We have
also used, rather than provided, cash in our operations for the six months ended
June 30, 2005.
In view of the matters described in the preceding paragraph,
recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon our continued operation, which in
turn is dependent upon our ability to meet our financing requirements on a
continuing basis and attract additional financing. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should we be unable to continue in existence.
In response to the matters described in the preceding paragraphs, our
management is currently in the process of attempting to secure additional equity
and debt financing.
We expect to spend less than $25,000 for capital expenditures in the
remainder of 2005.
For the fiscal year ended December 31, 2004
As of December 31, 2004, we had cash and cash equivalents of $414,051. We
may not have sufficient funds to sustain our operations for the next twelve
months. We have relied on periodic investments in the form of common stock and
convertible debt since the fourth quarter of 2001 to sustain our operations. We
currently require substantial amounts of capital to fund current operations and
for the payment of past due obligations including operating expenses and the
continued development and deployment of our ONGOER product line. There can be no
assurance that we will be successful in our attempts to develop and deploy our
ONGOER product line, to generate positive cash flows or raise sufficient capital
essential to our survival. To the extent that we are unable to generate or raise
the necessary operating capital, it will become necessary to curtail operations.
Additionally, even if we do raise operating capital, there can be no assurance
that the net proceeds will be sufficient to enable us to develop our business to
a level where we will generate profits and positive cash flows.
These matters raise substantial doubt about our ability to continue as a
going concern. However, the accompanying financial statements have been prepared
on a going concern basis, which contemplate the realization of assets and
satisfaction of liabilities in the normal course of business. The financial
statements do not include any adjustments relating to the recoverability of the
recorded assets or the classification of the liabilities that might be necessary
should we be unable to continue as a going concern.
We used $1,461,561 in cash from operating activities in 2004, primarily
due to our loss of $898,803 and a reduction in accrued expenses and accounts
payable of $542,733 and $184,829,
31
respectively, that resulted mainly from payments on past due obligations during
2004 with proceeds from our common stock and debt offerings during the year. The
increase in cash used from operations in 2003 of $597,465 was due primarily to
the payments of the various past due obligations above. No cash was used in
investing activities in either 2004 or 2003.
During 2004, we issued 915,104 shares of our common stock for net proceeds
of $1,537,463 (at prices ranging from $1.92-$2.00 per share) in private
placements of equity to limited numbers of accredited investors. We also issued
warrants to purchase a total of 915,104 shares of stock to these investors at
exercise prices of $2.00 per share. Offering costs totaled approximately
$292,000, including sales commissions of $219,000. See note 6 to our
consolidated financial statements.
During 2004, we also issued $575,000 of convertible debt (the "2004 Debt")
(see Note 5 to our consolidated financial statements). In June 2004, $525,000 of
the 2004 Debt was converted into 271,409 shares of our common stock.
In 2003, we sold 282,573 shares of our common stock for proceeds of
$603,700 in private placements to individual investors including three members
of our Board of Directors. The share prices ranged from $1.52 to $3.58 per
share. Offering costs for these transactions were de minimis and there were no
sales commissions.
We also issued $30,000 of convertible debt ("2003 Debt") to two of our
directors during the year ended December 31, 2003. The 2003 Debt accrued
interest at prime plus 1%. The principal and interest amounts were converted
into 12,842 shares ($2.40 per share) of our common stock on July 22, 2003.
During 2002, we issued an aggregate of $760,000 of convertible debt ("2002
Debt") to numerous private investors, including four members of our Board of
Directors. The 2002 Debt accrued interest at prime rate plus 1% and was
originally due on December 31, 2002. In conjunction with the issuance of the
2002 Debt, we issued 75,000 common stock purchase warrants to the holders of the
2002 Debt. The 2002 Debt was convertible immediately into shares of our common
stock at prices originally ranging from $4.70 to $7.90 per share, which
represented the market prices of our traded common stock on the dates of the
issuances of the 2002 Debt. The warrants, which expire at various dates in 2006,
were exercisable immediately at prices ranging from $4.70 to $7.90 per share.
Each warrant entitles the holder to purchase one common share of our common
stock.
On December 31, 2002, we extended the 2002 Debt to January 31, 2003 and as
an inducement to convert, we reduced the conversion price of the debt to $2.40
per share and reduced the exercise price of the warrants to $2.40. We recognized
approximately $58,000 as finance charges over the remaining terms of the notes
to reflect the lowering of the warrant exercise price at December 31, 2002.
In January 2003, $735,000 of the 2002 Debt plus accrued interest was
converted to 320,408 shares of our common stock. Pursuant to Statement of
Financial Accounting Standard No. 84 "Induced Conversion of Convertible Debt", a
debt conversion expense of $431,599 was recorded to reflect the fair value of
the additional shares that resulted from lowering the conversion price to $2.40.
During 2001, we issued $400,000 of convertible debt to two shareholders
("2001 Debt"). The 2001 Debt accrued interest at prime rate plus 1% (6.5% at the
time), was originally due February 7, 2002 and was collateralized by all of our
assets. The 2001 Debt was originally convertible into shares of our common stock
at $4.90 per share. In conjunction with the issuance of the convertible debt, we
issued 40,000 common stock purchase warrants to the holders of the 2001 Debt.
The warrants, which expire at various dates in 2006, are exercisable immediately
and entitle the holder to purchase one common share
32
of our common stock at prices ranging from $4.60 to $5.30 per share. Also, the
agreement called for the issuance of additional warrants to the debt holders for
each 60 day extension period on the debt as follows: 10,000 warrants to each
debt holder for the first 60 day extension and 6,000 warrants to each debt
holder at the date of each subsequent 60 day extension. On February 7, 2002, the
debt holders granted a 60-day extension and as a result, we issued an additional
10,000 warrants, which entitle the debt holders to each purchase 10,000 shares
of our common stock at $4.90 per share. In conjunction with the issuance of
10,000 warrants to the shareholders on February 7, 2002, $88,254 was estimated
as the fair value of the warrants and was expensed over the extended life of the
note as the shareholders agreed to extend the due date of the loans until
December 31, 2002 and no additional warrants were granted.
On December 31, 2002 we extended the due date of the 2001 Debt until
January 31, 2003 and as an inducement to convert, the conversion price was
reduced to $2.40 per share. On January 31, 2003, we extended the due date until
December 31, 2003. At January 31, 2003 we recorded a beneficial conversion
feature in the amount of $229,284, to reflect the fair value of the additional
shares that may be issued from lowering the conversion price. The beneficial
conversion feature accreted to interest expense over the extended life of the
2001 Debt. During 2003, we amortized all these amounts as finance charges.
In January 2004, the 2001 Debt was extended to December 31, 2004.
Additionally, we agreed to issue the debt holders warrants to purchase two
shares of stock for each share of stock created by conversion of the 2001 Debt,
contingent upon the conversion of the principal note and interest to common
stock. All the principal and interest of the 2001 Debt converted to 192,283
shares of common stock on September 30, 2004. The 2001 Debt holders were granted
warrants to purchase 384,566 shares of stock on the conversion date of the 2001
Debt at an exercise price of $2.00 per share. As a result, we recorded $81,488
of warrant value as debt conversion expense on that date.
During 2004, our total assets increased approximately 114% to $489,560 at
December 31, 2004 from $229,299 at December 31, 2003. The increase was due
primarily to our increased cash balance of $410,053 that resulted primarily from
our debt and private equity offering during 2004. Total liabilities decreased
$1,948,192, or 90%, due primarily to the retirement of liabilities with proceeds
of the convertible debt and equity placements during 2004 and the conversion of
$400,000 of the 2001 Debt plus applicable accrued interest to equity in
September 2004. In conjunction with the retirement of various liabilities, we
recorded $716,299 in debt extinguishment gains for liabilities retired for less
than their recorded values.
Results of Operations
Six Months Ended June 30, 2005 and 2004
Revenues
Revenues were $88,667 and $462,526 for the six months ended June 30, 2005
and 2004, respectively. The 81% decrease for the six months ended June 30, 2005
was primarily due to decreased software revenues of $365,207 during the current
period, primarily resulting from an approximate $364,000 multi-site sale to an
integrator for implementation at one end user in 2004.
Cost of Revenues and Gross Profit
Cost of revenues decreased $75,696, or 88%, for the six months ended June
30, 2005 compared to the six months ended June 30, 2004 due primarily to the
amortization of previously capitalized research and development costs to cost of
revenues in 2004 and the lower revenues in the current year above.
33
Software development costs incurred after technological feasibility has been
established are capitalized and amortized on a straight-line basis over the
useful life of the product. These expensed costs were $0 and $69,406 for the six
months ended June 30, 2005 and 2004, respectively, as we began to expense
previously capitalized research and development costs to cost of revenues in
April 2001 and ended amortization in March 2004.
Gross margins were approximately 95% and 83% for the six months ended June
30, 2005 and 2004, respectively.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses were $477,445 and $531,583
for the six months ended June 30, 2005 and 2004, respectively. The decrease in
the six-month period ended June 30, 2005 compared to the similar period in 2004
resulted primarily from higher accounting and auditing expenses of approximately
$30,000 incurred during 2004 and approximately $45,000 of non-refundable
investment banking fees incurred in the prior year. The Company filed all
required SEC filings for 2003 during 2004 and initially engaged Westminster
Securities to assist in raising capital during 2004.
Research and Development Expenses
We charge research and development costs to expense as incurred until
technological feasibility of a software product has been established. Research
and development expenses increased to $253,182 in the six months ended June 30,
2005 from $217,707 in the six months ended June 30, 2004 due primarily to higher
wage and employee benefit expenses during the current period.
Other (Income)/Expense, Primarily Finance Charges
Other (income)/expense, primarily finance charges of ($727) and $447,336
for the six months ended June 30, 2005 and 2004, respectively, consisted
primarily of finance charges associated with our issuance of convertible debt
during previous fiscal years as well as in February 2004. See note 6 to the
unaudited condensed consolidated financial statements.
Debt Conversion Expense
A debt conversion expense of $164,155 was recorded at the time of the
conversion of the 2004 Debt to reflect the fair value of additional warrants
granted upon the conversion of the Debt to common stock in June 2004. See note 5
to the unaudited condensed consolidated financial statements. No similar debt
conversion expense was incurred during the six months ended June 30, 2005.
Gain on Debt Extinguishments
A gain of $648,611 was recorded during the six months ended June 30, 2004
to reflect the payoffs of various liabilities for less than their previously
recorded balances. No similar debt extinguishments took place during the six
months ended June 30, 2005.
Net Loss
Net loss for the six months ended June 30, 2005 was $645,555 compared to a
net loss of $329,662 for the six months ended June 30, 2004. The increase in net
loss for the period was due
34
primarily to higher software revenues during the prior year resulting from an
approximate $364,000 multi-site sale of ONGOER and OnGuard to one customer in
June 2004.
For fiscal years ended December 31, 2004 and 2003
Revenues
Revenues were $565,870 and $504,881 in 2004 and 2003, respectively. The
12% increase in revenues from 2003 to 2004 was primarily due to higher software
revenues of $277,932, offset partly by the decrease in Omega maintenance revenue
of $216,943 as former customers have either replaced these older systems with
newer equipment or declined maintenance contracts due to budgetary
considerations. The increase in software revenues during 2004 included an
approximate $364,000 multi-site sale to an integrator for implementation at one
end user. Due to our small customer base, we face the risk of fluctuating
revenues should any of our customers discontinue using our products. See Note 8
to our consolidated financial statements.
Gross Profit
Gross profit as a percentage of revenues was approximately 85% and 28% in
2004 and 2003, respectively. The increase from the prior year was due primarily
to the higher software revenues during 2004 as well as the periodic charge for
amortization of capitalized software development costs being larger in the prior
year as all capitalized software costs were amortized as of March 31, 2004.
Selling, General & Administrative Expenses
Selling, general and administrative expenses were $936,446 and $647,984
for 2004 and 2003, respectively. The 45% increase resulted primarily from
accounting and auditing expenses of approximately $115,000 incurred during 2004,
and approximately $75,000 of non-refundable investment banking fees. We filed
all required SEC filings for 2003 during the quarter ended March 31, 2004 and
engaged Westminster Securities to assist in raising capital.
Research and Development Expenses
We charge research and development costs to expense as incurred until
technological feasibility of a software product has been established. Software
development costs incurred after technological feasibility has been established
are capitalized and amortized, commencing with product release, using the
greater of the income forecast method or on a straight-line basis over the
useful life of the product. These expensed costs were $452,002 and $419,361 for
2004 and 2003, respectively. The 8% increase from 2003 was due primarily to
higher salary and benefit costs.
Other Expense, Primarily Finance Charges
Other expense, primarily finance charges were $460,789 and $287,798 for
2004 and 2003, respectively. Expense during 2004 consisted primarily of finance
charges associated with our issuance of convertible debt during previous years
as well as debt originated in February 2004. During 2003, this expense consisted
primarily of the amortization of the warrant value and the beneficial conversion
feature of the convertible debt issued between the fourth quarter 2001 and the
nine months ended September 30, 2003. See note 5 to the consolidated financial
statements.
Debt Conversion Expense
35
Debt conversion expense during 2004 amounted to $245,643 and consisted of
$164,155 that was recorded at the time of the conversion of the 2004 Debt in
June 2004 to reflect the fair value of additional warrants granted upon the
conversion of a majority of the Debt to common stock, and $81,488 that was
recorded at the time of the conversion of the 2001 Debt in September 2004 to
reflect the fair value of additional warrants granted upon the conversion of the
2001 Debt to common stock. See note 5 to the consolidated financial statements.
Debt conversion expense of $431,599 was recorded during 2003 to reflect
the fair value of the additional shares issued to convertible debt holders who
extended their notes originally due on December 31, 2002 in exchange for a
reduction of the conversion price of the debt.
Gain on Extinguishments of Debt
A gain of $716,299 was recorded during 2004 to reflect the payoffs of
various liabilities for less than their previously recorded balances. No similar
debt extinguishments took place during 2003.
Net Loss
Our net loss for 2004 was $898,803, or $0.30 per share, compared to our
net loss for 2003 of $1,645,374, or $0.76 per share. The decrease in net loss
was due primarily to increased gross profit in the amount of $338,410 that
resulted from increased software sales as well as the gain on debt
extinguishments of $716,299 in 2004 to reflect the retirement of liabilities for
less than their recorded values, partly offset by higher finance charges
incurred during 2004 relating to the convertible debt financing originated in
February 2004.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS
On September 30, 2004, two of our directors, Larry Carr and Edward
Redstone, each converted their $200,000 convertible notes originated in 2001 and
all applicable interest into 96,158 and 96,125 shares of common stock,
respectively. At the same time, Messrs. Carr and Redstone were granted warrants
to purchase 192,316 and 192,250 shares of common stock at exercise prices of
$2.00 per share.
During 2003, we issued $30,000 of debt to Messrs. Carr and Redstone at
prime rate plus 1% (then 5.25%), with a due date of December 31, 2003. All the
outstanding principal and accrued interest on the notes was converted to 12,842
shares of restricted common stock in July 2003 at a conversion price of $2.40
per share.
During 2002, we issued $272,500 of convertible debt to each of Messrs.
Carr and Redstone. The debt accrues interest at prime rate plus 1% and was
originally due December 31, 2002. The proceeds of this debt were utilized for
working capital purposes. The debt was convertible into shares of our common
stock at prices ranging from $4.70 to $7.90 per share. In conjunction with the
issuance of the convertible debt, we issued 27,250 common stock purchase
warrants to the holders of the debt. The warrants, which expire at various dates
in 2007, are exercisable immediately and entitle the holder to purchase one
share of our common stock at prices ranging from $4.70 to $7.90 per share. We
received an extension to January 31, 2003 on the note effective December 31,
2002. At that time, the conversion price of the note
36
and the exercise prices of the warrants were changed to $2.40 per share. Messrs.
Carr and Redstone converted their notes and all accrued interest into an
aggregate of 237,176 shares of restricted common stock on January 15, 2003.
On December 31, 2002, Messrs. Carr and Redstone agreed to extend the due
dates of their $200,000 convertible notes originated in 2001 to January 31, 2003
and then to December 31, 2003, from the original due dates of December 31, 2002.
The conversion price of the notes was adjusted from their original $4.90 per
share price to $2.40 per share. The notes had been previously extended from
their original due dates of February 7, 2002 in exchange for the issuance of
10,000 additional warrants each on that date. The exercise price of all warrants
issued in conjunction with these notes was adjusted to $2.40 per share on
December 31, 2002 in exchange for the extension of the due date. These notes are
collateralized by all of our assets.
LEGAL MATTERS
Certain legal matters in connection with the shares of common stock
offered hereby have been passed upon for Simtrol by Smith, Gambrell & Russell,
LLP, Atlanta, Georgia, counsel to Simtrol.
EXPERTS
The consolidated financial statements of Simtrol, Inc. and Subsidiaries as
of December 31, 2004 and for each of the years ended December 31, 2004 and 2003
included in this document have been audited by Marcum & Kliegman LLP,
independent registered public accountants, as set forth in their report thereon
and included in this prospectus. Such consolidated financial statements referred
to above are included herein.
37
FINANCIAL STATEMENTS
Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2005
(Unaudited)............................................................................................F-2
Report of Independent Registered Public Accounting Firm................................................F-12
Consolidated Balance Sheet as of December 31, 2004.....................................................F-13
Consolidated Statements of Operations for Years Ended December 31, 2004 and 2003.......................F-15
Consolidated Statements of Shareholders' Deficiency for Years Ended December 31, 2004 and 2003.........F-16
Consolidated Statements of Cash Flows for Years Ended December 31, 2004 and 2003.......................F-17
Notes to Consolidated Financial Statements.............................................................F-18
F-1
SIMTROL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30,
ASSETS 2005
----
Current assets:
Cash $ 692,883
Accounts receivable, net 59,173
Prepaid expenses and other assets 25,152
----------------
Total current assets 777,208
Property and equipment, net 25,707
Other assets:
Other long term assets 1,149
----------------
Total assets $ 804,064
================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 175,320
Accrued expenses 36,162
Deferred revenues 31,667
----------------
Total Current Liabilities 243,149
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.00025 par value; 800,000 shares authorized:
Series A Convertible Preferred Stock, 450,000
designated; 364,004 issued and outstanding, liquidation
value $1,092,000 91
Common stock, authorized 40,000,000 shares of
$.001 par value; 3,733,163 issued and outstanding 3,733
Additional paid-in capital 63,752,830
Accumulated deficit (63,195,739)
----------------
Total stockholders' equity 560,915
----------------
Total liabilities and stockholders' equity $ 804,064
================
See notes to condensed consolidated financial statements.
F-2
SIMTROL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Six Months Ended
June 30
-----------------------------
2005 2004
-------------- --------------
Revenues:
Software licenses $ 53,849 $ 419,056
Service 34,818 43,470
-------------- --------------
Total revenues 88,667 462,526
Cost of revenues:
Software licenses 584 77,949
Service 3,738 2,069
-------------- --------------
Total cost of revenues 4,322 80,018
-------------- --------------
Gross profit 84,345 382,508
Operating expenses:
Selling, general, and administrative 477,445 531,583
Research and development 253,182 217,707
-------------- --------------
Total operating expenses 730,627 749,290
(Loss)/income from operations (646,282) (366,782)
Other income/(expenses)
Other income/(expense), primarily finance charges 727 (447,336)
Debt conversion expense - (164,155)
Gain on debt extinguishment - 648,611
-------------- --------------
Total other income/(expenses) 37,120 37,120
-------------- --------------
Net loss (645,555) (329,662)
Deemed preferred dividend 504,978 -
--------------- --------------
Net loss attributable to common stockholders $ (1,150,533) $ (329,662)
=============== ==============
Net loss per common share, basic and diluted:
Net loss per share $ (0. 31) $ (0.13)
=============== ==============
Weighted average shares outstanding
basic and diluted 3,721,920 2,468,351
=============== ==============
See notes to condensed consolidated financial statements.
F-3
SIMTROL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
---------------------------------------
2005 2004
------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities (633,017) (904,619)
------------------- ------------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of equipment (5,325) -
------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on short-term credit facilities - (156,654)
Payments on long-term debt - (59,792)
Payments of convertible debt - (60,000)
Net proceeds from convertible debt - 479,000
Net proceeds from stock issuances 917,174 1,058,607
------------------- ------------------
Net cash provided by financing activities 917,174 1,261,161
------------------- ------------------
Increase in cash 278,832 356,542
Cash, beginning of the period 414,051 3,998
------------------- ------------------
Cash, end of the period $ 692,883 $ 360,540
=================== ==================
Supplemental schedule of non-cash investing and financing activities:
Issuance of stock warrants $412,196 $ 91,202
------------------- ------------------
Capitalization of Financing Fees $ - $101,400
------------------- ------------------
Beneficial conversion feature of convertible debt $ - $127,242
------------------- ------------------
Beneficial conversion feature of preferred stock $504,978 $ -
------------------- ------------------
Issuance of common stock to board members $ 12,300 $ -
------------------- ------------------
Conversion of debt and accrued interest to common stock $ - $542,825
------------------- ------------------
Common stock issued for investor relations performed $ 7,900 $ -
------------------- ------------------
See notes to condensed consolidated financial statements.
F-4
SIMTROL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)
Note 1 - Nature of Operations and Basis of Presentation
Simtrol, Inc., formerly known as VSI Enterprises, Inc., was incorporated in
Delaware in September 1988 and, together with its wholly-owned subsidiaries (the
"Company"), develops, markets, and supports software-based audiovisual control
systems and videoconferencing products that operate on PC platforms.
The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company in conformity with accounting principles generally
accepted in the United States of America and with Item 310 of Regulation S-B of
the Securities and Exchange Commission. It is management's opinion that these
statements include all adjustments, consisting of only normal recurring
adjustments necessary to present fairly the financial position, results of
operations, and cash flows as of June 30, 2005 and for all periods presented.
Certain information and footnote disclosures normally included in the annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
suggested that these unaudited condensed consolidated financial statements be
read in conjunction with the consolidated financial statements and notes thereto
as of December 31, 2004 and for each of the two years ended December 31, 2004
and 2003, which are included elsewhere herein this Form SB-2.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
On May 7, 2004, the Company effected a 1:10 reverse split of the Company's
common stock. All share totals have been adjusted to reflect the 1:10 reverse
split for all periods presented.
Note 2 - Going Concern Uncertainty
As of June 30, 2005, the Company had cash of $692,883. The Company does not have
sufficient funds for the next twelve (12) months and has relied on periodic
investments in the form of common stock and convertible debt since the fourth
quarter of 2001 to sustain its operations. The Company currently requires
substantial amounts of capital to fund current operations and for the payment of
past due obligations including operating expenses and the continued development
and deployment of its ONGOER and OnGuard product lines. During the quarter ended
June 30, 2005, the Company issued $1,092,000 of convertible preferred stock.
(see Note 6). On February 4, 2004, the Company issued $575,000 of convertible
debt (see Note 5) and on June 4, 2004, the Company issued $1,250,000 of equity
securities (see Note 6) in a private placement. However, there can be no
assurance that the Company will be successful in its attempts to develop and
deploy its ONGOER and OnGuard product lines, generate positive cash flows or
raise sufficient capital essential to its survival. To the extent that the
Company is unable to generate or raise the necessary operating capital, it will
become necessary to curtail operations. Additionally, even if the
F-5
Company does raise operating capital, there can be no assurance that the net
proceeds will be sufficient to enable it to develop its business to a level
where it will generate profits and positive cash flows.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. However, the accompanying financial statements have been
prepared on a going concern basis, which contemplate the realization of assets
and satisfaction of liabilities in the normal course of business. The financial
statements do not include any adjustments relating to the recoverability of the
recorded assets or the classification of the liabilities that might be necessary
should the Company be unable to continue as a going concern.
Note 3 - Selected Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.
Loss Per Share
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share", requires the presentation of basic and diluted earnings per share
("EPS"). Basic EPS is computed by dividing loss available to common stockholders
by the weighted-average number of common shares outstanding for the period.
Diluted EPS includes the potential dilution that could occur if options or other
contracts to issue common stock were exercised or converted. The following
equity securities are not reflected in diluted loss per share because their
effects would be anti-dilutive:
June 30, 2005 June 30, 2004
------------- -------------
Options 435,875 347,525
Warrants 4,248,452 2,190,741
Convertible Debt - 194,217
Convertible preferred stock 1,456,016 -
--------- ----------
Total 6,140,343 2,732,483
========= ==========
Accordingly, basic and diluted loss per share are identical.
Stock Based Compensation
SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure-an amendment of Financial Accounting Standards Board ("FASB")
Statement No. 123" amends SFAS No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based compensation
and the effect of the method used on reported results. The Company continues to
follow the pro-forma disclosures for stock-based compensation as permitted in
SFAS No. 123. The following table illustrates the effect on net loss per share
as if the Company had applied the fair value recognition provisions of SFAS No.
123 to stock-based employee compensation:
F-6
Six Months Ended
June 30,
--------------------------
2005 2004
--------------------------
Net loss ($645,555) ($329,662)
Add: stock-based employee compensation expense
determined under the intrinsic value method - -
Less: stock-based employee compensation expense
determined under fair value-based methods for all
awards (80,884) (22,712)
--------------------------
Pro forma net loss ($726,439) ($352,374)
==========================
Net loss per share as reported-basic and diluted ($0.31) ($0.13)
Pro forma net loss per share- basic and diluted ($0.33) ($0.14)
Pro forma Information
The fair value for options issued during the six months ended June 30, 2005 and
2004 were estimated at the date of grant using a Black-Scholes option-pricing
model to be $25,000 and $256,864, respectively, with the following
weighted-average assumptions:
Assumptions 2005 2004
-------------------------------------------
Risk-free rate 4.75% 4.00%
Annual rate of dividends 0 0
Volatility 77% 85%
Average life 5 years 7 years
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. The
Company's employee stock options have characteristics significantly different
from those of traded options, and changes in the subjective input assumptions
can materially affect the fair value estimate.
The following summarizes the stock option transactions for the six months ended
June 30, 2005 and 2004:
Weighted
Average
Exercise
Options Price
Options outstanding at January 1, 2004 137,525 $13.20
Granted 210,000 2.00
Exercised - -
Terminated - -
----------
Options outstanding at June 30, 2004 347,525 $6.43
==========
F-7
Options outstanding at January 1, 2005 410,275 $5.66
Granted 50,000 $0.77
Exercised -
Terminated (24,400) $5.95
----------
Options outstanding at June 30, 2005 435,875 $5.08
==========
New Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment." This
statement is a revision of SFAS Statement No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. Upon issuance, SFAS No. 123R
required public companies that file as small business issuers to apply SFAS No.
123R as of the beginning of the first interim or annual reporting period that
begins after December 15, 2005. In April 2005, the Securities and Exchange
Commission approved a new rule that delays the effective date, requiring small
business issuers to apply SFAS No. 123R in the first annual period after
December 15, 2005. Except for the deferral of the effective date, the guidance
in SFAS No. 123R is unchanged.
The adoption of this pronouncement is not expected to have a material effect on
the Company's financial statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets." This Statement amends APB Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005.
Earlier application is permitted for nonmonetary asset exchanges occurring in
fiscal periods beginning after December 16, 2004. The provisions of SFAS No. 153
should be applied prospectively.
The adoption of this pronouncement is not expected to have a material effect on
the Company's financial statements.
Revenue Recognition
Revenues consist of the sale of software control devices, videoconferencing
systems and related maintenance contracts on these systems. The Company sold two
different products during 2005 and 2004: its PC-based software products, ONGOER
and OnGuard, and its older proprietary hardware and software product, Omega.
Revenue from the sale of hardware and software is recognized upon the transfer
of title when shipped. Revenue on maintenance contracts is recognized ratably
over the term of the related sales contract. As of June 30, 2005, there was
$31,667 of deferred revenues.
Note 4 - Convertible Debt
F-8
On February 4, 2004, the Company completed the sale of convertible notes with a
principal balance of $575,000 ("2004 Debt"), in a private placement to a limited
number of accredited investors, including one Board member who purchased
$15,000. The Company raised net proceeds of $479,000 from the sale (net fee of
$96,000), and the proceeds of the offering were used to fund current operational
and overhead expenses. The interest rate of the notes was 10% per annum and the
conversion price of the notes was $2.00 per share for all principal and accrued
interest. The due date of the notes was August 4, 2004 and the notes were
convertible to shares of common stock at any time before that date.
In conjunction with the issuance of the 2004 Debt, the Company also issued
warrants to the noteholders to purchase an aggregate of 287,500 shares of common
stock with an exercise price of $2.00 per share (fair value of the warrants was
$91,202). Each warrant enabled the holder to purchase the same number of shares
as the holder would receive upon conversion of such holder's notes. The Company
also issued 169,000 warrants to Westminster Securities as a placement fee for
the financing (fair value of the Westminster warrants was $101,400). Noteholders
received additional warrants to purchase an aggregate of 575,000 shares of stock
(fair value of $179,789), which may only be exercised in the event a holder
actually elects to convert his or her notes into the Company's common stock. The
exercise price of the warrants is $2.00 per share of common stock.
Associated with this debt, a beneficial conversion feature of $127,242 was
recorded to reflect the discount on the 2004 Debt based on the relative fair
values of the warrants and conversion feature of the 2004 Debt. For the three
months ended June 30, 2004, $54,427 was expensed as financing costs relating to
the amortization of the beneficial conversion feature and warrant value. For the
six months ended June 30, 2004, $219,144 of financing costs of this type were
expensed.
All the above debt discounts were amortized to financing costs over the term of
the 2004 Debt, except for the $179,789 attributed to the 575,000 warrants that
could be exercised in the event of a conversion of the 2004 Debt. In June 2004,
$525,000 of the 2004 Debt was converted into 271,409 shares of common stock. As
a result, the Company recorded $164,155 of warrant value as debt conversion
expense in June 2004. A total of $50,000 plus all applicable accrued interest
was repaid during June 2004 with proceeds from the sale of common stock.
Additionally, the $101,400 capitalized as a financing fee for the warrants
granted to Westminster Securities was amortized over the life of the 2004 Debt.
Approximately $67,600 of this amount was amortized as a financing expense in the
three months ended June 30, 2004.
During 2001, the Company issued $400,000 of convertible debt to two stockholders
("2001 Debt"). The 2001 Debt accrued interest at prime rate plus 1% (6.5% at the
time), was originally due February 7, 2002 and was collateralized by all of the
assets of the Company. In January 2004, the 2001 Debt was extended to December
31, 2004 and the debt holders agreed to convert all principal and interest to
common stock at the close of the private placement of equity securities.
Additionally, the Company agreed to issue the debt holders warrants to purchase
two shares of stock for each share of stock created by conversion of the 2001
Debt, contingent upon the conversion of the principal note and interest to
common stock.
Note 5 - Stockholders' Equity
During the three months ended March 31, 2004, the Company issued 2,604 shares of
its common stock for gross proceeds of $5,000 ($1.92 per share). Offering costs
were de minimis.
On June 4, 2004, the Company issued 625,000 shares of its common stock for gross
proceeds of $1,250,000 in a private placement of equity to a limited number of
accredited investors. The Company also issued warrants to purchase a total of
625,000 shares of stock to these investors. The exercise price of the warrants
is $2.00 per share.
F-9
During the six months ended June 30, 2005, the Company issued 10,000 shares of
restricted common stock valued at $7,900 in exchange for investor relations
services performed for the Company by an investor relations consultant. The
Company also issued 10,249 shares of stock valued at $12,300 to Board Members as
compensation.
During the six months ended June 30, 2005, the Company issued 364,004 units of
securities, with each unit consisting of: one share of Series A Convertible
Preferred Stock, a warrant to purchase two shares of common stock at an exercise
price of $1.00 per common share expiring in five years, and a warrant to
purchase two shares of common stock at an exercise price of $1.25 per common
share expiring in five years, for total gross proceeds of $1,092,000 (net
proceeds of $917,174). The Certificate of Designation establishing the terms of
the Series A Convertible Preferred Stock included the following terms:
o the Holder may convert one share of the preferred stock into four shares of
common stock at any time and without limitation; and
o without approval of a majority of the Series A Preferred Stock Holders, the
Company cannot incur debt in excess of an aggregate of $1.0 million outside of
trade debt in the normal course of business. Such debt may only be secured by
accounts receivables and shall not encumber any copyrights, marketing materials,
software code or any other proprietary technology, software or product
processes, patents or patent licenses of the Company; and
o beginning the quarter ending December 31, 2005 and for every subsequent
quarter the Series A Preferred Stock is outstanding, if the Company's net
working capital (defined as current assets less current liabilities) is less
than twenty five per cent (25%) of the total amount of gross proceeds raised in
the Offering (defined as a "Quarterly Default"), then for each Quarterly
Default, the Holders of the Series A Preferred Stock will receive additional
shares of Series A Preferred Stock equal to 25% of the number of shares of
Series A Preferred Stock held by the Holder at the time of the Quarterly
Default. The net working capital will be tested on a quarterly basis, based on
the Company's most recent Form 10-QSB or Form 10-KSB or other appropriate
filing; and
o Series A Convertible Preferred shares have full voting rights on an "as
converted" basis; and
o the liquidation value of the Series A Preferred Stock is $3.00 per share, and
if the Company at any time while the Series A Preferred Stock is outstanding,
shall offer, sell, grant any option to purchase or offer, sell or grant any
right to reprice its securities, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any
common stock or common stock equivalents entitling any person to acquire shares
of common stock, at an effective price per share less than the then conversion
price of $0.75, then the conversion price shall be reduced to equal the
subsequent price. Exempt transactions for purposes of the repricing provision
include the issuance of (a) shares of common stock or options to employees,
officers or directors of the Company pursuant to any stock or option plan duly
adopted by a majority of the non-employee members of the Board of Directors of
the Company or a majority of the members of a committee of non-employee
directors established for such purpose, and (b) securities issued pursuant to
acquisitions or strategic transactions, provided any such issuance shall only be
to a person which is, itself or through its subsidiaries, an operating company
in a business synergistic with the business of the Company and in which the
Company receives benefits in addition to the investment of funds, but shall not
include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is
investing in securities.
The Company shall use its best efforts to cause a registration statement to
become effective within one hundred and twenty (120) days from the final closing
date or, if earlier, within five (5) days of Commission clearance to request
acceleration of effectiveness. The number of shares designated in the
registration
F-10
statement to be registered shall include all of the registrable securities and
shall include appropriate language regarding reliance upon Rule 415 to the
extent permitted by the Commission. The Company will notify the holders of the
Series A Preferred Stock of the effectiveness of the registration statement
within five (5) trading days of such event. In the event that this effectiveness
requirement is not met, the Company will pay the Investor (pro rated on a daily
basis), as partial compensation for such failure and not as a penalty one and
one half percent (1.5%) of the purchase price of the registrable securities
purchased from the Company and held by the Investor for each month (or portion
thereof) until such registration statement has been filed. Upon effectiveness of
the a registration statement for the common shares that result from conversion
of Series A Preferred Stock, if the Company fails to deliver to the holder the
common shares resulting from the conversion within three trading days, the
Company shall pay to such holder, in cash, as liquidated damages and not as a
penalty, for each $3,000 of stated value of Series A Preferred Stock being
converted, $30 per trading day (increasing to $100 per trading day after three
trading days and increasing to $120 per trading day six trading days after such
damages begin to accrue).
In connection with the issuance of the securities above, $412,196 of the net
proceeds received was allocated to the fair value of the warrants granted to
purchase 1,456,016 shares of common stock, and a beneficial conversion feature
of $504,978 was recorded to reflect the discount on the common shares that would
result from the conversion of the Series A Preferred Stock, based on the
relative fair values of the warrants and conversion feature of the Series A
Preferred Stock. This beneficial conversion feature is recorded as a dividend to
the preferred stockholders in the condensed consolidated statement of
operations.
On July 15, 2005, the Company issued 345,444 warrants to Westminster Securities
as a placement fee for the above financing. The exercise price of the warrants
is $0.75 per share of common stock.
Note 6 - Major Customers
Revenue from four major customers of $75,700 comprised 85% of consolidated
revenues for the six months ended June 30, 2005. At June 30, 2005, related
accounts receivable from these companies comprised $58,882 (99%) of consolidated
receivables.
Revenue from a customer of $424,461 comprised approximately 92% of consolidated
revenues for the six months ended June 30, 2004. At June 30, 2004, related
accounts receivable from this company comprised $427,430 (96%) of consolidated
receivables.
Note 7 - Gain on Debt Extinguishment
Gains of $394,309 and $648,611 were recorded during the three months and six
months ended June 30, 2004 as a result of the Company entering into various
settlement agreements with vendors. The gains were recorded at the time of the
final payments under the various agreements. The Company had no similar
transactions during the six months ended June 30, 2005.
Note 8 - Subsequent Events
On July 15, 2005, the Company issued 345,444 warrants to purchase shares of
common stock to Westminster Securities as a placement fee for the offering that
closed on that date. The exercise price of the warrants is $0.75 per share of
common stock.
On July 21, 2005, the Company granted a total of 275,000 stock options to
employees. The options have a four-year vesting period and were granted at an
exercise price equal to the fair value of the Company's common stock on that
date.
On August 15, 2005, the Company completed the sale of 85,996 units consisting of
one share of Series A Convertible Preferred Stock, a warrant to purchase two
shares of common stock at an exercise price of $1.00 per share, and a warrant to
purchase two shares of common stock at an exercise price of $1.25 per share. Net
proceeds to the Company were approximately $255,000 (offering costs of
approximately $3,000).
F-11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Simtrol, Inc.
We have audited the accompanying consolidated balance sheet of Simtrol, Inc. and
Subsidiaries as of December 31, 2004, and the related consolidated statements of
operations, stockholders' equity/(deficiency) and cash flows for the years ended
December 31, 2004 and 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Simtrol, Inc. and
Subsidiaries as of December 31, 2004, and the consolidated results of their
operations and their cash flows for the years ended December 31, 2004 and 2003,
in conformity with accounting principles generally accepted in the United States
of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has not achieved a sufficient
level of revenues to support its business and has suffered recurring losses from
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Marcum & Kliegman LLP
New York, New York
February 28, 2005
F-12
SIMTROL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 414,051
Accounts receivable, less allowance for doubtful accounts
of $109,528 20,324
Prepaid expenses and other current assets 16,865
-------------
Total Current Assets 451,240
PROPERTY AND EQUIPMENT, net 35,790
OTHER ASSETS 2,530
-------------
TOTAL ASSETS $ 489,560
=============
The accompanying notes are an integral part of these consolidated financial
statements.
F-13
SIMTROL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2004
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
$175,058
Accrued expenses 28,739
Deferred revenue 16,666
-------------------
Total Current Liabilities 220,463
-------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.00025 par value; authorized
800,000 shares, none issued and outstanding -
Common stock, authorized 40,000,000 shares of
$.001 par value; 3,712,914 shares
issued and outstanding 3,713
Additional paid-in capital 62,815,568
Accumulated deficit (62,550,184)
-------------------
Total Stockholders' Equity 269,097
-------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 489,560
===================
The accompanying notes are an integral part of these consolidated financial
statements.
F-14
SIMTROL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2004 and 2003
2004 2003
------------- -------------
Revenues:
Software licenses 473,210 195,278
Service 92,660 309,603
------------- -------------
Total revenues 565,870 504,881
Cost of revenues
Software licenses 84,023 290,142
Service 2,069 73,371
------------- -------------
Total cost of revenues 86,092 363,513
------------- -------------
Gross profit 479,778 141,368
------------- -------------
Operating expenses
Selling, general and administrative 936,446 647,984
Research and development 452,002 419,361
------------- -------------
Total operating expenses 1,388,448 1,067,345
------------- -------------
Loss from operations (908,670) (925,977)
------------- -------------
Other income/(expenses):
Other expense, primarily finance charges (460,789) (287,798)
Debt conversion expense (245,643) (431,599)
Gain on extinguishments of debt 716,299 -
------------- -------------
Total other income/(expense) 9,867 (719,397)
------------- -------------
Net loss $ (898,803) $ (1,645,374)
============= =============
Net loss per common share-basic and diluted $ (0.30) $ (0.76)
============= =============
Weighted average number of common shares outstanding 3,015,811 2,165,366
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
F-15
SIMTROL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIENCY)
For the Years Ended December 31, 2004 and 2003
Common stock
----------------------- Additional
Number of Par Paid-in Accumulated
Shares(1) value capital deficit Total
------------ ---------- -------------- -------------- -----------
Balance, January 1, 2003 1,718,295 1,718 57,588,383 (60,006,007) (2,415,906)
Net Loss for the period (1,645,374) (1,645,374)
Beneficial conversion feature of
convertible debt 229,284 229,284
Debt conversion expense 431,599 431,599
Additional warrant value as a result of
lowering exercise price to $2.40 per
share 58,460 58,460
Issuance of common stock in private
placements, net 282,573 283 603,417 603,700
Conversion of convertible debt 333,250 333 798,549 798,882
------------ -------- ------------ ------------- -----------
Balance, December 31, 2003 2,334,118 2,334 59,709,692 (61,651,381) (1,939,355)
Net Loss for the period (898,803) (898,803)
Beneficial conversion feature of
convertible debt 91,202 91,202
Warrants issued with convertible debt 127,242 127,242
Issuance of common stock in private
placements, net 915,104 915 1,536,548 1,537,463
Warrant value issued to placement agent 101,400 101,400
Conversion of convertible debt 463,692 464 1,003,841 1,004,305
Debt conversion expense 245,643 245,643
------------ -------- ------------ ------------- ------------
Balance, December 31, 2004 3,712,914 3,713 62,815,568 (62,550,184) 269,097
============ ======== ============ ============= ============
(1) Restated to reflect the 1:10 reverse stock split effected May 7, 2004.
The accompanying notes are an integral part of these consolidated
financial statements.
F-16
SIMTROL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004 and 2003
2004 2003
---------------- --------------
Cash flows from operating activities:
Net loss $ (898,803) (1,645,374)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 111,782 346,917
Allowance for uncollectible accounts (22,120) -
Interest expense-deferred financing costs 195,400 58,460
Interest expense-non-cash beneficial conversion feature
of convertible debt 297,749 229,284
Gain on debt extinguishments (716,299) -
Debt conversion expense 245,643 431,599
Changes in operating assets and liabilities:
Accounts receivable 51,338 15,956
Prepaid expenses and other current assets (16,865) 39,170
Other assets 25,657 -
Accounts payable (184,829) (39,689)
Accrued expenses (542,733) 139,480
Deferred revenue (7,481) (173,268)
---------------- --------------
Net cash used in operating activities (1,461,561) (597,465)
---------------- --------------
Cash flows from financing activities:
Net payments on notes payable (70,000) -
Net payments on short-term credit facilities (6,849) (16,544)
Proceeds from convertible debt 481,000 30,000
Payments of convertible debt (70,000) -
Net proceeds from stock issuances 1,537,463 603,700
Deferred offering costs paid - (17,000)
---------------- --------------
Net cash provided by financing activities 1,871,614 600,156
Increase in cash and cash equivalents 410,053 2,691
Cash and cash equivalents, beginning of the year 3,998 1,307
---------------- --------------
Cash and cash equivalents, end of the year $ 414,051 $ 3,998
================ ==============
Supplementary disclosure:
Interest paid $ 4,381 $ -
================ ==============
Income taxes paid $ - $ -
================ ==============
Supplemental schedule of non cash investing and financing activities: Non cash
investing and financing activities:
Conversion of debt and accrued interest to common stock $ 1,004,305 $ 798,882
================ ==============
The accompanying notes are an integral part of these
consolidated financial statements.
F-17
SIMTROL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004 and 2003
Note 1 - Nature of Operations and Basis of Presentation
Simtrol, Inc., formerly known as VSI Enterprises, Inc., was incorporated in
Delaware in September 1988 and, together with its wholly-owned subsidiaries (the
"Company"), develops, markets, and supports software based audiovisual control
systems and videoconferencing products that operate on PC platforms. The company
operates at a single facility in Norcross, Georgia and its sales are primarily
in the United States.
On May 7, 2004, the Company effected a 1:10 reverse split of the Company's
common stock. All share amounts have been retroactively adjusted for all periods
presented.
Note 2 - Going Concern Uncertainty
As of December 31, 2004, the Company had cash and cash equivalents of $414,051.
The Company may not have sufficient funds for the next twelve months and has
relied on periodic investments in the form of common stock and convertible debt
since the fourth quarter of 2001 to sustain its operations. The Company
currently requires substantial amounts of capital to fund current operations and
for the continued development and deployment of its Ongoer product line. During
2004, the Company issued $575,000 of convertible debt (see Note 5) and sold
915,104 shares of its common stock for aggregate net proceeds of $1,537,463 (see
note 6). However, there can be no assurance that the Company will be successful
in its attempts to develop and deploy its Ongoer product line, to generate
positive cash flows or raise sufficient capital essential to its survival. To
the extent that the Company is unable to generate or raise the necessary
operating capital, it will become necessary to curtail operations. Additionally,
even if the Company does raise operating capital, there can be no assurance that
the net proceeds will be sufficient to enable it to develop its business to a
level where it will generate profits and positive cash flows.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. However, the accompanying financial statements have been
prepared on a going concern basis, which contemplate the realization of assets
and satisfaction of liabilities in the normal course of business. The financial
statements do not include any adjustments relating to the recoverability of the
recorded assets or the classification of the liabilities that might be necessary
should the Company be unable to continue as a going concern.
Note 3 - Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.
Loss Per Share
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share", requires the presentation of basic and diluted earnings per share
("EPS"). Basic EPS is computed by dividing loss available to common stockholders
by the weighted-average number of common shares outstanding for the period.
Diluted EPS includes the potential dilution that could occur if options or other
contracts to issue
F-18
common stock were exercised or converted. The following equity securities are
not reflected in diluted loss per share because their effects would be
anti-dilutive:
December 31, 2004 December 31, 2003
----------------- ------------------
Options 410,275 137,525
Warrants 2,792,436 303,496
----------------- ------------------
Total 3,202,711 441,021
Accordingly, basic and diluted loss per share are identical.
Stock-Based Compensation
SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure-an amendment of FASB Statement No. 123" amends SFAS No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The Company continues to follow the pro-forma disclosures for stock-based
compensation as permitted in SFAS No. 123. The following table illustrates the
effect on net loss per share if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock-based employee compensation:
Year Ended December 31,
2004 2003
--------------------------
Net loss as reported ($898,803) ($1,645,374)
Add: stock-based employee compensation expense
determined under the intrinsic value method - -
Less: stock-based employee compensation expense
determined under fair value-based methods for all
awards (166,285) (134,197)
--------------------------
Pro forma net loss ($1,065,088) ($1,779,571)
==========================
Net loss per share, as reported ($0.30) ($0.76)
Pro forma net loss per share - basic and diluted ($0.35) ($0.82)
Pro forma Information
The fair value for the fiscal 2004 and 2003 options issued was estimated
at the date of grant using a Black-Scholes option-pricing using the following
weighted-average assumptions.
Assumptions 2004 2003
----------------------------
Risk-free rate 4.50% 4.00%
Annual rate of dividends 0 0
Volatility range 56-86% 86%
Average life 5 years 7 years
F-19
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. The
Company's employee stock options have characteristics significantly different
from those of traded options and changes in the subjective input assumptions can
materially affect the fair value estimate. During 2004 and 2003, the weighted
average fair value per share of the options granted was $1.27 and $2.14,
respectively.
The following summarizes the stock option transactions for the years ended
December 31, 2004 and 2003:
Weighted
Average
Exercise
Options Price
=============== ============
Options outstanding at January 1, 2003 97,450 $17.60
Granted 40,500 $2.50
Exercised - -
Terminated (425) $2.30
===============
Options outstanding at December 31, 2003 137,525 $13.20
Granted 280,000 $2.02
Exercised - -
Terminated (7,250) $8.22
---------------
Options outstanding at December 31, 2004 410,275 $5.66
===============
At December 31, 2004, 396,500 options remain available for grant under the
Company's 2002 Stock Option Plan.
The following table summarizes information about stock options outstanding
at December 31, 2004:
F-20
Options Outstanding Options Exercisable
------------------------------------------------- -------------------
Weighted
Average Weighted Weighted
Range of Number Remaining Average Number Average
Exercise Outstanding at Contractual Exercise Exercisable at Exercise
Price December 31, 2004 Life (Years) Price December 31, 2004 Price
--------------------------------------------------------------------------------------------------
$1.10-$2.00 228,000 9.42 $1.96 8,000 $2.00
$2.25-$2.50 93,500 9.08 $2.31 75,167 $2.29
$3.40-$4.80 39,750 7.35 $4.36 28,350 $4.18
$9.10-$28.72 26,825 4.69 $17.55 26,825 $17.55
$40.00-$172.48 22,200 4.73 $45.58 22,200 $45.58
--------------------- ---------------------
410,275 8.58 $5.66 160,542 $11.14
===================== =====================
Revenue Recognition
Revenues consist of the sale of software control devices, videoconferencing
systems and related maintenance contracts on these systems. The Company sold two
different products during 2004 and 2003: its PC-based software products, ONGOER
and OnGuard, and its older proprietary hardware and software product, Omega.
Revenue from the sale of hardware and software is recognized upon the transfer
of title when shipped. Revenue on maintenance contracts is recognized over the
term of the related sales contract. As of December 31, 2004, there was $16,666
of deferred revenue.
Cash and Cash Equivalents
For financial reporting purposes, the Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash
equivalents.
Allowance for Doubtful Accounts
The allowance for doubtful accounts reflects management's best estimate of the
probable losses inherent in the account receivable balance. Management
determines the allowance based on known troubled accounts, historical
experience, and other currently available evidence.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are
provided for in amounts sufficient to relate the cost of depreciable assets to
operations over the shorter of their estimated useful lives or lease terms,
ranging from 3-10 years on a straight-line basis. Leasehold improvements made in
2002 are amortized over 36 months, the term of the lease on the company's
facility.
Software Development Costs
All software development costs are charged to expense as incurred until
technological feasibility has been established for the product. Software
development costs incurred after technological feasibility has been established
are capitalized and amortized, commencing with product release, using the
greater of the income forecast method or on a straight-line basis over the
useful life of the product. Accumulated amortization of software development
costs was $2,208,070 and $2,138,664 at December 31, 2004 and 2003, respectively.
Amortization expense charged to cost of revenues was $69,406 and $277,624 for
F-21
2004 and 2003. The Company did not capitalize any software development costs
during either 2004 or 2003 and all assets were fully amortized by December 31,
2004.
Income Taxes
The Company accounts for income taxes using the liability method, which requires
the determination of deferred tax assets and liabilities based on the
differences between the financial and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which differences are expected to
reverse. Deferred tax assets are adjusted by a valuation allowance, if, based on
the weight of available evidence, it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
At December 31, 2004, the Company has net operating loss carryforwards of
approximately $43,600,000, which expire through 2024. Pursuant to Section 382 of
the Internal Revenue Code regarding substantial changes in ownership,
utilization of these losses may be limited. Based on this and the fact that the
Company has generated operating losses through December 31, 2004, the deferred
tax asset of approximately $17,250,000 has been offset by a full valuation
allowance of $17,250,000.
Fair Value of Financial Instruments
Management believes that the carrying amounts of certain financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable and
accrued expenses approximate their fair values as of each balance sheet date
given the relatively short maturity of each of these instruments. The fair value
of the Company's debt approximates fair value based on borrowing rates currently
available to the Company for borrowings with comparable terms and conditions.
Gain on Debt Extinguishments
A gain of $716,299 was recorded during 2004 to reflect the payoffs of various
liabilities for less than their previously recorded balances. No similar debt
extinguishments took place during 2003.
Reclassifications
Certain amounts in the 2003 financial statements have been reclassified for
comparative purposes to conform to the presentation in the current year
financial statements. These reclassifications have no effect on previously
reported income.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Critical estimates include management's judgments
associated with: determination of an allowance for doubtful accounts receivable,
deferred income tax valuation allowance and the capitalization, depreciation and
amortization of certain long-term assets (primarily software development costs).
Actual results could differ from those estimates.
New Accounting Pronouncements
F-22
In January 2003, Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
This interpretation of Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," provides guidance for identifying a controlling interest
in a variable interest entity ("VIE") established by means other than voting
interest. FIN 46 also required consolidation of a VIE by an enterprise that
holds such controlling interest. In December 2003, the FASB completed its
deliberations regarding the proposed modifications to FIN No., 46 and issued
Interpretation Number 46R, "Consolidation of Variable Interest Entities - an
Interpretation of ARB 51" ("FIN No. 46R"). The decisions reached included a
deferral of the effective date and provisions for additional scope exceptions
for certain types of variable interests. Application of FIN No. 46R is required
in financial statements of public entities that have interests in VIEs, or
potential VIEs, commonly referred to as special-purpose entities for periods
ending after December 15, 2003. Application by public small business issuers'
entities is required in all interim and annual financial statements for periods
ending after December 15, 2004.
The adoption of this pronouncement did not have a material effect on the
Company's financial statements.
In December 2004, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 123R, "Share Based Payment." This statement is a revision of SFAS
Statement No. 123, "Accounting for Stock-Based Compensation" and supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees, and its related
implementation guidance. SFAS 123R addresses all forms of share based payment
("SBP") awards including shares issued under employee stock purchase plans,
stock options, restricted stock and stock appreciation rights. Under SFAS 123R,
SBP awards result in a cost that will be measured at fair value on the awards'
grant date, based on the estimated number of awards that are expected to vest.
This statement is effective for public entities that file as small business
issuers - as of the beginning of the first interim or annual reporting period
that begins after December 15, 2005.
The adoption of this pronouncement is not expected to have a material effect on
the Company's financial statements.
In December 2004, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 153, "Exchanges of Nonmonetary Assets". This Statement amends
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The provisions of this
Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in fiscal periods beginning after December
16, 2004. The provisions of this Statement should be applied prospectively.
The adoption of this pronouncement is not expected to have a material effect on
the Company's financial statements.
Emerging Issue Task Force (EITF) Issue 04-8, "The Effect of Contingently
Convertible Instruments on Diluted Earnings per Share." The EITF reached a
consensus that contingently convertible instruments, such as contingently
convertible debt, contingently convertible preferred stock, and other such
securities, should be included in diluted earnings per share (if dilutive)
regardless of whether the market price trigger has been met. The consensus is
effective for reporting periods ending after December 15, 2004.
The adoption of this pronouncement did not have a material effect on the
Company's financial statements.
F-23
NOTE 4 - Property and Equipment
Property and equipment consist of the following as of December 31, 2004:
Machinery and equipment $ 340,631
Furniture and fixtures 39,150
Leasehold improvements 21,318
----------
401,099
Less accumulated depreciation and amortization (365,309)
----------
$ 35,790
==========
Depreciation and amortization expense was $42,376 and $69,293 for the
years ended December 31, 2004 and 2003, respectively, and is included in
selling, general and administrative expense in the accompanying consolidated
statements of operations.
NOTE 5 - Convertible Debt
On February 4, 2004, the Company completed the sale of convertible notes with a
principal balance of $575,000 ("2004 Debt"), in a private placement to a limited
number of accredited investors, including one Board member who purchased
$15,000. The Company raised a net total of $481,000 from the sale (offering fee
of $94,000 was capitalized as financing costs) and the proceeds of the offering
were used to fund current operational and overhead expenses. The interest rate
of the notes is 10% and the conversion price of the notes is $2.00 per share for
all principal and accrued interest. The due date of the notes was August 4, 2004
and the notes were convertible to shares of common stock at any time before that
date.
In conjunction with the issuance of the 2004 Debt, the Company also issued
warrants to the noteholders to purchase an aggregate of 287,500 shares of common
stock with an exercise price of $2.00 per share (fair value of the warrants was
$91,202). Each warrant enables the holder to purchase the same number of shares
as the holder would receive upon conversion of such holder's notes. The Company
also issued 169,000 warrants to Westminster Securities as a placement fee for
the financing (fair value of the Westminster warrants was $101,400). Noteholders
received additional warrants to purchase an aggregate of 575,000 shares of stock
(fair value of $179,789). Each warrant entitles the holder to purchase two
shares of common stock for each share the holder would receive upon conversion
of such holder's notes, but the warrants may only be exercised in the event a
holder actually elects to convert his or her notes into the Company's common
stock. The exercise price of the warrants is $2.00 per share of common stock.
Associated with this debt, a beneficial conversion feature of $127,242 was
recorded to reflect the discount on the 2004 Debt based on the relative fair
values of the warrants and conversion feature of the 2004 Debt.
All the above debt discounts were amortized to financing costs over the term of
the 2004 Debt, except for the $179,789 attributed to the 575,000 warrants that
could be exercised in the event of a conversion of the 2004 Debt. In June 2004,
$525,000 of the 2004 Debt was converted into 271,409 shares of common stock. As
a result, the Company recorded $164,155 of warrant value as debt conversion
expense. A total of $50,000 plus all applicable accrued interest was repaid
during June 2004 with proceeds from the sale of common stock. During 2004,
$219,144 was expensed as financing costs relating to the amortization of the
beneficial conversion feature and warrant value. Additionally, the $101,400
capitalized as a financing fee for the warrants granted to Westminster
Securities was amortized over the life of the 2004 Debt.
F-24
Approximately $33,800 of this amount was amortized as a financing expense prior
to conversion and the remaining $67,600 was expensed at the conversion date.
In January 2004, the 2001 Debt was extended to December 31, 2004 and the debt
holders agreed to convert all principal and interest to common stock at the
close of the private placement of equity securities. Additionally, the Company
agreed to issue the debt holders warrants to purchase two shares of stock for
each share of stock created by conversion of the 2001 Debt, contingent upon the
conversion of the principal note and interest to common stock. All the principal
and interest of the 2001 Debt converted to 192,283 shares of common stock on
September 30, 2004. The Debt holders were granted warrants to purchase 384,566
shares of stock on the conversion date of the Debt at an exercise price of $2.00
per share. As a result, the Company recorded $81,488 of warrant value as debt
conversion expense on that date.
Note 6 - Private Placements
During 2004, the Company issued 915,104 shares of its common stock for net
proceeds of approximately $1,537,000 (at prices ranging from $1.92-$2.00 per
share). The Company also issued warrants to purchase a total of 915,104 shares
of stock to these investors at exercise prices of $2.00 per share. Offering
costs totaled approximately $292,000.
Note 7 - Stock Warrants
The Company has stock purchase warrants for 2,792,436 shares of common stock
outstanding at December 31, 2004. A rollforward of the warrant totals for 2004
and 2003 is as follows:
2004 2003
--------------------------
Warrants outstanding at beginning of year 303,496 314,996
Granted 2,656,311 -
Exercised - -
Terminated (167,371) (11,500)
--------------------------
Warrants outstanding at December 31 2,792,436 303,496
==========================
The range of exercise prices of the warrants was $2.00 to $7.50 and the weighted
average exercise price was approximately $2.08 at December 31, 2004. The range
of exercise prices of the warrants was $2.20 to $10.00 and the weighted average
exercise price was approximately $4.50 at December 31, 2003.
Note 8- Major Customers
Revenue from one customer totaled $478,533, or approximately 85% of consolidated
revenues for 2004. At December 31, 2004, accounts receivable from this customer
totaled $2,612 (13%) of consolidated net receivables.
Revenue from five customers of $109,110, $89,922, $81,658, $55,140, and $35,034,
respectively, comprised approximately 73% of revenues for the year ended
December 31, 2003.
Management believes that concentration of credit risk with respect to trade
receivables is minimal due to the composition of the customer base. The end
users for the company's products are primarily large national and multinational
companies and agencies of the U.S. government. Allowances are maintained for
potential credit losses, and such losses have been within management's
expectations.
F-25
Note 9 - Operating Leases
The Company leases office space and equipment under noncancellable operating
leases expiring at various dates through 2007.
The following is a schedule of future minimum lease payments required under
operating leases that have remaining initial or noncancellable lease terms as of
December 31, 2004:
Year
Ending
2005 ................ 52,522
2006 ................ 13,802
2007................. 1,860
--------------
Total .............. $ 68,214
==============
Rent expense for the years ended December 31, 2004 and 2003 was $58,370 and
$29,823, respectively.
Note 10- Litigation
On May 1, 2003, Citibank (West), FSB, filed suit in San Diego Superior Court,
North County Division, against one of the Company's subsidiaries, Quality
Software Associates, Inc. ("QSA"), and Mark Scovel, the individual from whom we
acquired QSA in March 2001. On June 24, 2003, Mr. Scovel filed a cross-complaint
against QSA and Simtrol, Inc. claiming that Simtrol had assumed the debt in
connection with its acquisition of QSA. In April 2004, the Company and QSA
settled its pending lawsuit with Citibank (West) and Mr. Scovel. The aggregate
claims paid in the settlement were approximately $46,000.
Note 11 - Subsequent Event
In January 2005, the Company issued 10,000 shares of restricted common stock in
exchange for investor relations services performed for the Company by an
investor relations consultant.
F-26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Our Certificate of Incorporation provides that in actions other than in
the right of the Company, the Company indemnifies directors and officers of the
Company against costs, charges, expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding if such director or officer acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Company. With respect to actions by or in
the right of the Company, the Company indemnifies directors and officers of the
Company against costs, charges and expenses (including attorneys' fees) actually
and reasonably incurred by them in connection with the defense or settlement of
any action or suit if such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company; except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expense
which the court shall deem proper. The indemnification provisions contained in
our Certificate of Incorporation are substantially coextensive with the
provisions of Section 145 of the Delaware General Corporation Law, which sets
forth the applicable terms, conditions and limitations governing the
indemnification of officers, directors and other persons.
Item 25. Other Expenses Of Issuance And Distribution
Set forth below are estimates of the fees and expenses payable by the
Company in connection with this registration of the common stock. The selling
security holders will pay none of the expenses listed below.
Description of Fee or Expense Total
----------------------------- -----
SEC Registration Fee $
----------
Blue Sky Qualification Fees and Expenses $ -
----------
Legal Fees and Expenses $ 10,000
----------
Accounting Fees and Expenses $ 10,000
----------
Transfer Agent Fees $ -
Printing, Materials and Postage $ 1,500
----------
Miscellaneous Expenses $ 1,000
----------
Total $ 22,500
==========
Item 26. Recent Sales of Unregistered Securities
During the quarter ended June 30, 2005, we issued 364,004 shares of our Series A
Convertible Preferred Stock for gross proceeds of $1,092,000 (each Series A
Convertible Preferred shares may be converted into four shares of common stock),
in a private placement to a limited number of accredited investors. The Company
also issued warrants to purchase a total of 728,008 shares of common stock to
these investors, with an exercise price of the warrants of $1.00 per share, and
warrants to purchase a total of 728,008 shares of common stock at an exercise
price of $1.25 per share. In conjunction with the sale, we
II-1
issued warrants to Westminster Securities to purchase 345,444 shares of our
common stock at a purchase price of $0.75, as a placement fee. All net proceeds
were used to fund working capital requirements.
In January 2005, we issued 10,000 shares of common stock in exchange for
investor relations services provided to us by an investor relations consultant,
valued at $7,900.
In June 2005, we issued 10,249 shares of stock valued at $12,300 to Board
Members as compensation.
In order to raise additional capital to support our operations, on August 15,
2005, we completed the sale of 85,996 units consisting of one share of Series A
Convertible Preferred Stock, a warrant to purchase two shares of common stock at
an exercise price of $1.00 per share, and a warrant to purchase two shares of
common stock at an exercise price of $1.25 per share. Each share of preferred
stock has a stated value of $3.00 and is convertible into shares of common stock
of the Company at a conversion price of $0.75 (resulting in each share being
convertible into four shares of common stock). Net proceeds to the Company were
approximately $255,000 (offering costs of approximately $3,000).
During the quarter ended September 30, 2004, the Company issued the
following unregistered securities:
o Convertible notes with a principal balance of $400,000 and all applicable
accrued interest were converted into 192,283 shares of common stock. In
addition, warrants for purchase of 384,566 shares of common stock were
issued to the note holders upon conversion.
o Private placement of 156,250 shares of common stock for gross proceeds of
$312,500 to a limited number of accredited investors. Shareholders also
received warrants to purchase an aggregate of 156,250 shares of common
stock with an exercise price of $2.00 per share. Offering costs totaled
approximately $50,000. In addition, warrants for purchase of 37,500 shares
of common stock were issued to Westminster Securities as a placement fee
in connection with this private placement.
o Private placement of 68,750 shares of common stock for gross proceeds of
$137,500 to a limited number of accredited investors. Shareholders also
received warrants to purchase an aggregate of 68,750 shares of common
stock with an exercise price of $2.00 per share. Offering costs totaled
approximately $18,000. In addition, warrants for purchase of 16,500 shares
of common stock were issued to Westminster Securities as a placement fee
in connection with this private placement.
o Private placement of 62,500 shares of common stock for gross proceeds of
$125,000 to a limited number of accredited investors. Shareholders also
received warrants to purchase an aggregate of 62,500 shares of common
stock with an exercise price of $2.00 per share. Offering costs totaled
approximately $20,000. In addition, warrants for purchase of 15,000 shares
of common stock were issued to Westminster Securities as a placement fee
in connection with this private placement.
During the quarter ended June 30, 2004, the Company issued the following
unregistered securities:
o Convertible notes with a principal balance of $525,000 were converted into
271,409 shares of common stock.
II-2
o Private placement of 625,000 shares of common stock for gross proceeds of
$1,250,000 to a limited number of accredited investors. Shareholders also
received warrants to purchase an aggregate of 625,000 shares of common
stock with an exercise price of $2.00 per share. In addition, warrants for
purchase of 150,000 shares of common stock were issued to Westminster
Securities as a placement fee in connection with this private placement.
During the quarter ended March 31, 2004, the Company issued the following
unregistered securities:
o Private placement of convertible notes with a principal balance $575,000
to a limited number of accredited investors. The interest rate of the
notes is 10% and the conversion price of the notes is $2.00 per share for
all principal and accrued interest. Note holders also received warrants to
purchase an aggregate of 862,500 shares of common stock with an exercise
price of $2.00 per share. In addition, warrants for purchase of 169,000
shares of common stock were issued to Westminster Securities as a
placement fee in connection with this private placement.
o Private placement of 2,604 shares of common stock for gross proceeds of
$5,000 ($1.92 per share), to a limited number of accredited investors.
Offering costs were de minimis.
During the fiscal year ended December 31, 2003, the Company issued the
following unregistered securities:
o Private placements of 282,573 shares of common stock for gross proceeds of
$603,700 (per share prices ranged from $1.52 to $3.58 per share) to
individual investors.
o Private placement of convertible debt with a principal balance of $30,000
to two directors of the Company. The debt accrued interest at prime plus
1%. During this same period, the principal and interest amounts of this
debt were subsequently converted into 12,842 shares of restricted common
stock.
o Convertible debt with an aggregate principal amount of $735,000,
previously issued during 2002, was converted into 3,204,083 shares of
restricted common stock.
During the fiscal year ended December 31, 2002, the Company issued the
following unregistered securities:
o Private placements of convertible debt with an aggregate principal balance
of $760,000 to numerous private investors, at various times during 2002.
The debt accrued interest at prime plus 1%. In conjunction with these debt
placements, the debt holders were issued warrants exercisable for an
aggregate of 76,000 shares of common stock, with exercise prices between
$4.70 and $7.90per share.
o One holder of the convertible debt issued during 2002 converted his note
and all accrued interest into 2,183 shares of restricted common stock.
o The debt holders of the $400,000 of convertible debt previously issued in
2001 were granted warrants for aggregate of 20,000 shares of common stock,
such warrants issued as an inducement for the debt holders to extend the
due date of the convertible debt.
II-3
o Private placement of 162,700 shares of common stock for aggregate gross
proceeds of $325,400 to a limited number of accredited investors. The
price was $2.00 per share. Offering costs were approximately $70,000.
o Private placement of 29,167 shares of restricted common stock to a limited
number of accredited investors. The price was $2.40 per share.
The offer and sale of the shares were exempt from the registration requirements
of the Securities Act of 1933 (the "Act") pursuant to Rule 506 and Section 4(2)
of the Act. In connection with the sales, we did not conduct any general
solicitation or advertising, and we complied with the requirements of Regulation
D relating to the restrictions on the transferability of the shares issued. The
purchasers represented their intention to acquire the securities for investment
purposes only and not with a view to the distribution thereof, and either
received adequate information about the Company or had access to such
information through employment or other relationships.
Item 27. Exhibits
The following exhibits are filed with or incorporated by reference into
this report. The exhibits which are denominated by an asterisk (*) were
previously filed as a part of, and are hereby incorporated by reference from
either (i) the Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-18 (File No. 33-27040-D) (referred to as "S-18 No. 1"), (ii)
Post-Effective Amendment No. 2 to the Company's Registration Statement on Form
S-18 (File No. 33-27040-D) (referred to as "S-18 No. 2"), (iii) the Company's
Registration Statement Form S-1 (File No. 33-85754) (referred to as "S-1"); (iv)
the Company's Annual Report on Form 10-K for the year ended December 31, 1993
(referred to as "1993 10-K"); (v) the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 (referred to as "1994 10-K"); (vi) the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, as
amended (referred to as "1998 10-K/A"), (vii) the Company's Form S-8
Registration Statement (File No. 333-18239), (referred to as "Warrant Plan
S-8"), (viii) the Company's Form S-8 Registration Statement (File No.
333-18237), (referred to as "Option Plan S-8"), (ix) the Company's Registration
Statement on Form S-3 amended January 31, 1999 ("1999 S-3"), and (x) the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
(referred to as "2001 10-Q").
Exhibit No. Description of Exhibit (SEC Commission File number 001-10927)
----------- -------------------------------------------------------------
3.1 Certificate of Incorporation as amended through April 22, 2005
*3.2 Amended Bylaws of the Company as presently in use (S-18 No. 1,
Exhibit 3.2)
4.1 The Certificate of Incorporation of the Registrant, as amended
through August 31, 2005 (filed herewith as Exhibit 3.1)
4.2 The Amended Bylaws of the Company as presently in use (filed
herewith as Exhibit 3.2)
II-4
5.1 Opinion of Smith, Gambrell & Russell, LLP re: Legality
*10.3 1991 Stock Option Plan (S-18 No. 2, Exhibit 10.1(a))
*10.3.1 Amendment No. 1 to 1991 Stock Option Plan (1993 10-K)
*10.3.2 Amendment No. 2 to 1991 Stock Option Plan (S-1)
*10.3.3 Amendment No. 3 to 1991 Stock Option Plan (S-1)
*10.3.4 Amendment No. 4 to 1991 Stock Option Plan (Option Plan S-8,
Exhibit 4.5)
*10.3.5 Amendment No. 5 to 1991 Stock Option Plan (1998 10-K/A,
Exhibit 10.3.5)
*10.4 1995 Performance Warrant Plan (Warrant Plan S-8, Exhibit 4.1)
*10.5 1994 Employee Stock Purchase Plan (1994 10-K)
*10.6 License Agreement between ACIS, Inc. and the Company dated
September 9, 1999 (1999 S-3)
*10.7 First Amendment and Modification of ACIS, Inc. warrant
agreement dated September 7, 2001 (2001 10-Q, Exhibit 10.2)
*10.8 ACIS Technology License Agreement between ACIS, Inc. and the
Company dated September 27, 2001 (2001 10-Q, Exhibit 10.1)
21.1 Subsidiaries of the Company
23.1 Consent of Marcum & Kliegman LLP
23.2 Consent of Smith, Gambrell & Russell LLP (contained in their
opinion at Exhibit 5.1)
* Previously filed
Item 28. Undertakings
(a) Rule 415 Offering
The undersigned Registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
II-5
change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; (iii) to include any additional or changed
material information on the plan of distribution; (2) That, for determining
liability under the Securities Act, to treat each post-effective amendment as a
new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering; (3) To file a
post-effective amendment to remove from registration any of the securities that
remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant, SIMTROL, INC., certifies that it has reasonable grounds to believe
that it meets all the requirements of filing on Form SB-2 and authorized this
Amendment No. 1 to the Registration Statement on Form SB-2 to be signed on its
behalf by the undersigned in the City of Norcross, State of Georgia, on
September 29, 2005.
SIMTROL, INC.
By: /s/ Richard W. Egan
------------------------------------------
Richard W. Egan, Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Larry M. Carr Chairman of the Board September 29, 2005
---------------------------------
Larry M. Carr
/s/ Richard W. Egan Chief Executive Officer and September 29, 2005
---------------------------------
Richard W. Egan Director
/s/ Stephen N. Samp Chief Financial Officer September 29, 2005
---------------------------------
Stephen N. Samp (Principal Financial and
Accounting Officer)
/s/ Dallas S. Clement Director September 29, 2005
---------------------------------
Dallas S. Clement
/s/ Julia B. North Director September 29, 2005
---------------------------------
Julia B. North
/s/ Adam D. Senter Director September 29, 2005
---------------------------------
Adam D. Senter
/s/ Thomas J. Stallings Director September 29, 2005
---------------------------------
Thomas J. Stallings
/s/ Edward S. Redstone Director September 29, 2005
---------------------------------
Edward S. Redstone
II-7