SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2005 or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to ____________________
Commission File Number: 34-00031307
IMAGE TECHNOLOGY LABORATORIES, INC.
--------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3531373
--------------------------------- ------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
602 Enterprise Drive
Kingston, New York 12401
---------------------------------
(Address of Principal Executive Offices)
(845) 338-3366
----------------
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant as
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES NO
As of November 15, 2005, there were 15,238,778 shares of the registrant's common
stock outstanding.
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION 3
Item 1 - Financial Statements 3
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statement of Changes in Stockholders' Equity (Deficiency) 5
Condensed Statements of Cash Flows 6
Notes to Condensed Financial Statements 7
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3 - Controls and Procedures 21
PART II - OTHER INFORMATION 22
Item 1 - Legal Proceedings 22
Item 2 - Changes in Securities 22
Item 3 - Defaults Upon Senior Securities 22
Item 4 - Submission of Matters to a Vote of Security Holders 22
Item 5 - Other Information 22
Item 6 - Exhibits and Reports on Form 8-K 23
SIGNATURES 24
EXHIBIT 31.1 - CERTIFICATION 25
EXHIBIT 32.1 - ADDITIONAL CERTIFICATION 26
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
2005 2004
(UNAUDITED)
------------- -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 55,573 $ 4,212
Accounts receivable 182,199 61,048
Prepaid expenses and other current assets 35,982 17,067
----------- -----------
TOTAL CURRENT ASSETS 273,754 82,327
Equipment and improvements, net of accumulated 185,685 196,233
----------- -----------
Depreciation and amortization of $313,153 and $127,468
TOTAL ASSETS 459,439 $ 278,560
===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable and accrued expenses 354,524 $ 223,695
Current portion of long-term debt 95,327 93,633
Notes payable 106,297 65,407
Current portion of notes payable to stockholders 39,375 3,400
----------- -----------
TOTAL CURRENT LIABILITIES 595,523 386,135
Long-term debt, less current maturities 41,486
107,130
Notes payable to stockholders, less current portion 69,025
105,000
Accrued compensation payable to stockholders 27,072 27,072
----------- -----------
TOTAL LIABILITIES 733,106 625,337
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, par value $.01 per share; 5,000,000 shares
authorized; 1,500,000 shares issued and outstanding 15,000 15,000
Common stock, par value $.01 per share; 50,000,000 shares
authorized; 15,238,778 and 13,863,778 shares 152,388 138,638
issued and outstanding
Additional paid-in capital 3,157,547 2,866,297
Accumulated deficit (3,598,602) (3,366,712)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (273,667) (346,777)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 459,439 $ 278,560
=========== ===========
See Notes to Condensed Financial Statements
-3-
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2005 2004 2005 2004
------------ ------------ ------------ ------------
REVENUE:
Systems / software: license fees and sales $ 217,175 $ 23,333 581,408 $ 93,333
Service income 216,264 665,136
------------ ------------ ------------ ------------
TOTAL REVENUE 217,175 239,597 581,408 758,469
COST OF REVENUE: 54,850 34,500 111,228 99,129
------------ ------------ ------------ ------------
GROSS PROFIT 162,325 205,097 470,180 659,340
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Research and development 106,817 92,077 290,052 263,077
Sales and marketing 35,590 70,953 93,852 175,169
General and administrative 108,378 138,983 318,166 513,992
------------ ------------ ------------ ------------
TOTAL COSTS AND EXPENSES 250,785 302,013 702,070 952,238
------------ ------------ ------------ ------------
NET LOSS $ (88,460) $ (96,916) $ (231,890) $ (292,898)
============ ============ ============ ============
NET LOSS PER COMMON SHARE:
Basic $ (0.01) $ (0.01) $ (0.01) $ (0.02)
Diluted $ (0.01) $ (0.01) $ (0.01) $ (0.02)
============ ============ ============ ============
AVERAGE NUMBER OF SHARES USED IN COMPUTATION:
Basic 16,738,778 15,360,893 16,194,822 15,330,202
Diluted 16,738,778 15,360,893 16,194,822 15,330,202
============ ============ ============ ============
See Notes to Condensed Financial Statements.
-4-
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
NINE MONTHS ENDED SEPTEMBER 30, 2005
(UNAUDITED)
PREFERRED STOCK COMMON STOCK TOTAL
------------------------------------------------------- ADDI- STOCK-
NUMBER NUMBER TIONAL ACCUMU- HOLDERS'
OF OF PAID-IN LATED EQUITY
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT (DEFICIENCY)
Balance,
January 1, 2005 1,500,000 $ 15,000 13,863,778 $ 138,638 $ 2,866,297 $(3,366,712) $ (346,777)
Issuance of common stock
in private placement 775,000 $ 7,750 $ 147,250 $ 155,000
In exercise of options 600,000 $ 6,000 $ 144,000 $ 150,000
Issuance of common stock and
options for compensation
Accrued compensation
contributed to capital
Net loss $ (231,890) $ (231,890)
------------------------------------------------------------------------------------------------
Balance,
September 30, 2005 1,500,000 $ 15,000 15,238,778 $ 152,388 $ 3,157,547 $(3,598,602) $ (273,667)
================================================================================================
See Notes to Condensed Financial Statements.
-5-
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
2005 2004
--------- ---------
OPERATING ACTIVITIES:
Net loss $(231,890) $(292,898)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization of equipment
and improvements
41,505 34,981
Common stock and options issued for services 19,425
Changes in operating assets and liabilities:
Accounts receivable (121,151) (1,795)
Prepaid expenses and other current assets (18,915) (28,721)
Accounts payable and accrued expenses 209,388 (11,406)
Deferred revenues -- (93,333)
Accrued compensation payable to stockholders -- 41,923
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES
(121,063) (331,824)
--------- ---------
INVESTING ACTIVITIES - purchase of
equipment and improvements (30,957) (85,320)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from exercise of options 150,000 --
Proceeds from private placement of common stock 155,000 50,000
Proceeds from notes payable and long-term debt 244,273
Repayments of notes payable and long-term debt (101,619) (42,752)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 203,381 251,521
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 51,361 (165,623)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,212 195,257
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 55,573 $ 29,634
========= =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Contribution of accrued compensation payable
to stockholders to Capital $ 0 $ 159,692
========= =========
See Notes to Condensed Financial Statements.
-6-
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION:
In the opinion of management, the accompanying unaudited
condensed financial statements reflect all adjustments,
consisting of normal recurring accruals, necessary to present
fairly the financial position of Image Technology Laboratories,
Inc. (the "Company") as of September 30, 2005, its results of
operations for the three and nine months ended September 30, 2005
and 2004, changes in stockholders' equity (deficiency) for the
nine months ended September 30, 2005 and cash flows for the nine
months ended September 30, 2005 and 2004. Certain terms used
herein are defined in the audited financial statements of the
Company as of December 31, 2004 and for the years ended December
31, 2003 and 2002 (the "Audited Financial Statements") included
in the Company's Annual Report on Form 10-KSB previously filed
with the Securities and Exchange Commission (the "SEC"). Pursuant
to rules and regulations of the SEC, certain information and
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States of America have been condensed in or omitted from
these financial statements unless significant changes have taken
place since the end of the most recent fiscal year. Accordingly,
the accompanying unaudited condensed financial statements should
be read in conjunction with the Audited Financial Statements and
the other information included in the Form 10-KSB.
The results of operations for the three and nine months ended
September 30, 2005 are not necessarily indicative of the results
of operations to be expected for the full year ending December
31, 2005.
These unaudited consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern and, accordingly, do not include any adjustments that
might result from the outcome of this uncertainty. The Company's
independent registered public accounting firm's report on the
consolidated financial statements included in the Company's
Annual Report on Form 10-KSB for the year ended December 31,
2004, contained an explanatory paragraph regarding the Company's
ability to continue as a going concern.
NOTE 2 - EARNINGS (LOSS) PER SHARE:
The Company presents basic earnings (loss) per share and, if
appropriate, diluted earnings per share in accordance with the
provisions of Statement of Financial Accounting Standards No.
128, "Earnings per Share" ("SFAS 128") as explained in Note 1 to
the financial statements in the Form 10-KSB.
The rights of the Company's preferred and common stockholders are
substantially equivalent. The Company has included the 1,500,000
outstanding preferred shares from the date of their issuance in
the weighted average number of shares outstanding in the
computation of basic loss per share for the three and nine month
periods ended September 30, 2005 and for the three and nine month
periods ended September 30, 2004, in accordance with the "two
class" method of computing earnings (loss) per share set forth in
SFAS 128.
-7-
Since the Company had net losses for the three and nine month
periods ended September 30, 2005 and for the three and nine month
periods ended September 30, 2004, the assumed effects of
exercisable options to purchase 1,575,000 and 1,600,000 common
shares at September 30, 2005 and 2004, respectively, and warrants
to purchase 180,000 common shares outstanding at September 30,
2005, would be anti-dilutive and, therefore, they have not been
considered in the calculations of diluted per share amounts in
the accompanying condensed statements of operations for those
periods.
NOTE 3 - NOTES PAYABLE:
Working Capital Loan Agreement:
During September 2002, the Company entered into a one-year
working capital loan agreement with a financial institution for
borrowings of up to $75,000. The agreement automatically renews
annually unless one of the parties gives appropriate notice for
cancellation. Outstanding borrowings bear interest payable
monthly at 1% above the prime rate, and are guaranteed by the
Estate of the Company's principal stockholder, Dr. David Ryon. At
September 30, 2005, there was $55,905 outstanding under this
agreement.
Bridge Loan Agreement:
In June 2005, the Company received a total of $180,000 in cash as
part of a Bridge Loan Agreement that included the issuance of
warrants to purchase 180,000 shares of Common Stock of the
Company. $85,000 of these funds came from a member of the
Company's Board of Directors, $85,000 from a related party to
another member of the Company's Board of Directors and $10,000
from Alfus Financial Services. The five-year warrants have an
exercise price of $0.33 per share. The Bridge Loan has an annual
interest rate of 14%, a maturity of 12 months and can be prepaid
upon certain events such as receipt of a certain level of funds
from the InMed Services agreement and gross proceeds of equity
financing above $500,000. The entire amount was repaid, including
$7,319 interest September 2005.
In September 2005, the Company received $50,000 in cash as part
of a Bridge Loan Agreement that included the issuance of warrants
to purchase 50,000 shares of Common Stock of the Company from a
member of the Company's Board of Directors. The five-year
warrants have an exercise price of $0.33 per share. The Bridge
Loan has an annual interest rate of 14%, a maturity of 12 months
and can be prepaid upon certain events such as gross proceeds of
equity financing above $500,000.
NOTE 4 - NOTES PAYABLE TO VALLEY COMMERCIAL CAPITAL LLC:
In February 2004, the Company borrowed $125,000 from Valley
Commercial Capital, LLC ("Valley"). This loan is evidenced by a
promissory note, which provides for interest at 8% per annum and
calls for monthly payments of principal and interest of $3,917
through February 2, 2007. In March 2004, the Company borrowed an
additional $138,997 from Valley, also evidenced by a promissory
note, which provides for interest at 8% per annum and calls for
monthly payments of principal and interest of $4,356 through
March 29, 2007. As of September 30, 2005, the outstanding
balances on these loans aggregated $136,814. These loans are
secured by the personal guarantee of the estate of Dr. David
Ryon.
-8-
NOTE 5 - NOTES PAYABLE TO STOCKHOLDERS:
During November and December 2004, Dr. David Ryon, the Company's
principal stockholder, President, and Chief Executive Officer,
until his death in December 2004, loaned the Company an aggregate
of $105,000. In December 2004, to memorialize this loan, he
executed, as President and Chief Executive Officer, on behalf of
the Company, a demand promissory note payable to himself and
bearing interest at 10% per annum. He also executed a security
agreement, for himself on behalf of the Company, granting to
himself a security interest in all of the Company's assets not
previously encumbered as security for full payment under the
note. Prior to April 12, 2005, the Company negotiated with the
Estate of Dr. David Ryon a 24-month payment schedule, beginning
in January 2006. The Company's Board of Directors approved the
revised terms of the promissory note on April 12, 2005. The
entire principal amount of $105,000 was outstanding at September
30, 2005. Principal payments of $52,500 are required in each of
years 2006 and 2007, and the Company is accruing interest
payments during 2005.
During April 2005, a related party to a member of the Company's
Board of Directors loaned the Company an aggregate of $20,000.
The entire amount was repaid, including interest of $500, during
the same month.
NOTE 6 - COMMON STOCK:
In February 2005, the Company concluded a private placement of
its common stock with each member of its Board of Directors and
two key employees. Pursuant to such transaction, the Company sold
an aggregate of 525,000 shares at $.20 per share, the approximate
fair value on the date of closing, resulting in aggregate
proceeds to the Company of $105,000.
In April 2005, the Company concluded a private placement of its
common stock with Mr. Edwards, its Chairman of the Board of
Directors. Pursuant to such transaction, the Company sold an
aggregate of 250,000 shares at $.20 per share, the approximate
fair valuation on the date of closing, resulting in aggregate
proceeds to the Company of $50,000.
In June 2005, the company issued 600,000 shares of its common
stock, pursuant to the exercise of stock options at $.25 per
share, resulting in aggregate proceeds to the Company of
$150,000.
NOTE 7 - OPTIONS
On January 24, 2005, the Company granted options under the
Company's option plan to several key employees, for the purchase
of 550,000 shares of its common stock at $.20 per share, its fair
market value on the date of grant, which are exercisable through
January 24, 2015.
On April 1, 2005, the Company granted options under the Company's
option plan to Mr. Muradian, its Chief Executive Officer, for the
purchase of 700,000 shares of its common stock at $.20 per share,
its fair market value on the date of grant, which are exercisable
through April 1, 2015. The options vest 25% on April 1, 2006, 25%
on April 1, 2007, 25% on April 1, 2008 and 25% on April 1, 2009.
-9-
On April 14, 2005, the Company granted options under the
Company's options plan to Mr. Edwards, its Chairman of the Board
of Directors, for the purchase of 800,000 shares of its common
stock at $.22 per share, 110% of its the fair market value on the
date of grant, which are exercisable through April 14, 2015. The
options vest 25% on January 1, 2006, 25% on January 1, 2007, 25%
on January 1, 2008 and 25% on January 1, 2009.
On May 18, 2005, the Company granted options under the Company's
option plan to several key employees, for the purchase of 750,000
shares of its common stock at $.26 per share, its fair market
value on the date of grant, which are exercisable through May 18,
2015.
The Company continues to measure compensation cost related to
stock options issued to employees using the intrinsic value
method of accounting prescribed by Accounting Principles Board
Opinion No. 25 ("APB 25"), "Accounting For Stock Issued To
Employees". The Company has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards No. 123
("SFAS 123"), "Accounting For Stock-Based Compensation."
Accordingly, no earned or unearned compensation cost was
recognized in the accompanying condensed financial statements for
the stock options granted by the Company to these employees,
since all of those options have been granted at exercise prices
that equaled or exceeded the market value at the date of grant.
The Company's historical net loss and loss per share and pro
forma net loss and loss per share, assuming compensation cost had
been determined in 2005 and 2004 based on the fair value at the
grant date for all awards by the Company consistent with the
provisions of SFAS 123, are set forth below:
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2005 2004 2005 2004
Net Loss as reported $ (88,460) $ (96,916) $ (231,890) (292,898)
Deduct total stock-based employee compensation (461,766) -- (461,766) (30,000)
expense determined under a fair value based method
for all awards
Net loss - pro forma $ (550,226) $ (96,916) $ (693,656) $(322,898)
=========== ========== =========== ==========
Net loss per share $ (0.01) $ (0.01) $ (0.01) $ (0.02)
========== ========== ==== ========= ========
Basic - as reported
Basic - pro forma $ (0.01) $ (0.01) $ (0.01) $ (0.02)
========== ========== ==== ========= ========
The fair value of options granted were determined using a
Black-Scholes pricing model in accordance with SFAS 123, with the
following assumptions used during the nine months ended September
30, 2005 and 2004:
2005 2004
---- ----
Risk-free interest rate 4.22% 3.50%
Expected Volatility 110.0% 99.9%
Expected Years of option term 10 -
Expected Dividends 0.0% 0.0%
As a result of amendments to SFAS 123, the Company will be
required to expense the fair value of employee stock options over
the vesting period beginning with its fiscal quarter ending March
31, 2006.
-10-
The following table summarizes information about stock options
outstanding at September 30, 2005.
Options Outstanding Options Exercisable
--------------------------------------------------- -------------------------------
Weighted
Number Average Weighted Number Weighted
Exercise Outstanding Remaining Average Outstanding Average
Price at September Contractual Exercise at September Exercise
RANGE 30, 2005 LIFE (YEARS) PRICE 30, 2005 PRICE
----- -------- ------------ ----- -------- -----
$ 0.33 1,000,000 3.9 $ 0.33 1,000,000 $ 0.33
$ 0.75 100,000 8.4 $ 0.75 25,000 $ 0.75
$ 0.20 550,000 9.4 $ 0.20 550,000 $ 0.20
$ 0.20 700,000 9.6 $ 0.20 - $ 0.20
$ 0.22 800,000 9.6 $ 0.22 - $ 0.22
$ 0.26 750,000 9.7 $ 0.26 - $ 0.26
--------------- ---------------- ------------ --------------- ----------
3,900,000 8.2 $ 0.26 1,575,000 $ 0.29
=============== ================ ============ =============== ==========
-11-
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The following is a discussion of certain factors affecting Image Technology
Laboratories, Inc.'s results of operations, assets, liquidity and capital
resources. You should read the following discussion and analysis in conjunction
with Image Technology Laboratories, Inc.'s unaudited condensed financial
statements and related notes, which are included elsewhere in this filing.
Image Technology Laboratories, Inc. ("we", "our" or the "Company") is a medical
image and information management company in the healthcare information systems
market. We were incorporated in Delaware on December 5, 1997. The Company has
developed a single database "Radiology Information System and Picture Archiving
and Communications System" known as RIS/PACS for use in the secure management of
patient information and diagnostic images. Our lead product is the WarpSpeed
system. Through its unique, modular architecture the Company has created a total
radiology business solution that is readily scaled and easily upgraded. These
features will allow the Company to provide products tailored to the size of its
customers and to keep its customers at the forefront of future technological
advances by enabling the Company to easily update existing systems.
We expect that we will derive our future revenues primarily from sales of our
WarpSpeed system and associated maintenance charges along with Application
Service Provider (ASP) usage fees. We obtained our first contract for the sale
of WarpSpeed and related hardware and maintenance services in August 2002.
Accordingly, we are no longer in the development stage for accounting purposes,
but we continue to refine and enhance the capabilities of our WarpSpeed system.
For the three-month period ended September 30, 2005 we had net loss of $88,460,
and have had recurring losses and negative cash flows from our operating
activities since inception. We have cash of approximately $55,573 and a working
capital deficiency of approximately $273,667 as of September 30, 2005. In
February and April 2005, in private placements of the Company's common stock,
all of the individual members of our Board of Directors and certain key
employees purchased an aggregate of 775,000 shares of our common stock at $.20
per share, resulting in proceeds to the Company of $155,000. In June 2005 we
received net proceeds of $150,000 from the exercise of stock options for 600,000
shares of our common stock at $.25 per share. Also in June 2005, the Company
secured bridge loan funding of $180,000 for use in its operations, for which the
entire amount was repaid, including $7,319 interest September 2005. In September
2005, the Company secured bridge loan funding of 50,000 for use in its
operations.
The Company, in July 2005, signed an agreement with an Investment Banking firm
to raise additional equity financing for the Company. We believe that as a
result of the proceeds from our financing activities, as well as anticipated
cash flow to be generated by fees from, and sales of, our RIS/PACS solution, we
will be able to continue to meet our obligations as the become due through at
least December 31, 2005. We also believe, but cannot assure, that if needed, we
will be able to obtain additional capital resources from financing through
financial institutions and other unrelated sources and/or through additional
related party loans or equity transactions.
-12-
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005
COMPARED WITH THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
REVENUE:
For the three months ended September 30, 2005, our total revenue was $217,175, a
$22,422 decrease from the $239,597 revenue in the prior year's comparable
period. Revenues reflect continued delivery of the InMed Services contract and
expansion of existing systems. For the nine months ended September 30, 2005, our
total revenue was $581,408, a $204,061 decrease from the $785,469 revenue in the
prior year's comparable period. The company continued to demonstrate strong
performance in its core business RIS/PACS systems / software sales. The decrease
in large part is attributable to the elimination of the service revenue provided
by Dr. David Ryon, our former Chief Executive Officer.
COST OF REVENUE:
For the three months ended September 30, 2005, our cost of revenue was $54,850,
an increase of $20,350 from the prior year's comparable period. The majority of
the increase was due to the cost of systems hardware in support of existing
contracts. For the nine months ended September 30, 2005, our cost of revenue was
$111,228, an increase of $12,099 from the prior year's comparable period.
RESEARCH AND DEVELOPMENT EXPENSES:
During the three months ended September 30, 2005, we incurred research and
development expenses of $106,817, an increase of $14,740 from the prior year's
comparable period of $92,077. During the nine months ended September 30, 2005,
we incurred research and development expenses of $290,052, an increase of
$26,975 from the prior year's comparable period $263,077.
GENERAL AND ADMINISTRATIVE EXPENSES:
During the three months ended September 30, 2005, we incurred general and
administrative expenses of $108,377, a decrease of $30,606 from $138,983 in G&A
expenses for the comparable period in 2004. During the nine months ended
September 30, 2005, we incurred General and Administrative expenses of $318,232,
as compared with G&A expenses of $513,992 during the same period of 2004, a
significant decrease of $195,760. The Company continues to control costs while
focusing its efforts on revenue generating activities.
SALES AND MARKETING EXPENSES:
During the three months ended September 30, 2005, we incurred sales and
marketing expenses of $35,590, as compared with sales and marketing expenses of
$70,953 during the same period of 2004, a decrease of $35,363. The reduction in
this category of expenses for this period was due to the savings incurred by
having one less individual in the sales staff and the elimination of Dr. David
Ryon's (former CEO of the Company) allocated expenses in the current period.
During the nine months ended September 30, 2005 we incurred sales and marketing
expenses of $93,851, as compared with sales and marketing expenses of $175,169
during the same period of 2004, a decrease of $81,418. The Company has focused
its efforts on controlling costs while identifying appropriate sales personnel
and resources. These costs are expected to grow as the company executes its
business plan.
-13-
NET LOSS:
During the three months ended September 30, 2005, we incurred a net loss of
$88,460, a decrease of $8,456, or 9%, from the loss of $96,916 for the
comparable period in 2004. The reduced net loss for the third quarter 2005 was
due to increased systems / software sales revenues from the implementation of
InMed Services contract along with expansion of existing customers during the
2005 period and reduced sales and marketing and G&A expenses, offset by a loss
of service income provided by Dr. David Ryon, our former CEO. The cost of system
hardware associated with existing contracts contributed as well. During the nine
months ended September 30, 2005, we reduced our net loss as compared to the same
period in 2004 by $61,008, or 21%. Net loss for the nine months ended September
30, 2005 was $251,390 as compared with a net loss of $251,390 for same period in
2004. The Company continues to aggressively manage costs while it focuses on
increasing revenues from sales of systems / software.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2005, our total assets were $459,439, a 65% increase over the
total assets of $278,560 as of December 31, 2004, an increase of $180,879. The
majority of the increase in total assets was in the category of cash and cash
equivalents and in accounts receivable.
The Company's liquidity and capital resources improved during the nine months
ended September 30, 2005 compared to December 31, 2004, including:
1. Cash and cash equivalents increased by $51,361 to $55,573.
2. Accounts receivable increased by $121,151 to $182,199.
3. Total current assets increased by $191,427 to $273,754.
4. Stockholder's equity improved by $73,110.
Even though the Company used net cash of $121,063 in its operating activities
for the nine months ended September 30, 2005, its liquidity and capital
resources continued to show improvement. Investing activities (purchase of
equipment and improvements) for the period ended September 30, 2005 totaled
$30,957. In addition to the $305,000 raised in equity capital and $180,000
raised in a one year bridge note during the six months ended June 30, 2005, the
Company also raised $50,000 in a one year bridge note during September 2005.
The foregoing activities, i.e., operating, investing and financing, still
resulted in our net cash increase of $51,361 for the nine months ended September
30, 2005, after the payment of the payment of the $180,000 bridge loan and
interest.
During September 2002, we obtained a $75,000 working capital loan from a
financial institution. As of September 30, 2005, we have approximately $55,904
outstanding under that loan. Additionally, in February and March 2004, we
obtained two loans from a different financial institution that provided us with
an aggregate principal amount of approximately $264,000. As of September 30,
2005, we had approximately $136,814 outstanding under these arrangements. In
December 2004, we borrowed $105,000 from our former Chief Executive Officer,
which will be repaid over 24 months, beginning in January 2006. Principal
payments are $52,500 in each of the years 2006 and 2007.
In January 2004, we closed a five-year contract for the WarpSpeed system with
St. Anthony Community Hospital, Warwick, NY. St. Anthony Community Hospital is a
member of Bon Secours Charity Health System, which owns and operates 32 health
care facilities.
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In March 2005, the Company signed a contract for the sale of three of its
WarpSpeed RIS/PACS systems to InMed Diagnostic Services, LLC, at multi-modality
imaging centers. In addition to implementing our solution at the largest InMed
site in Columbia, SC, we have installed at two Massachusetts sites specializing
in women's health care.
In July 2005, the Company completed the second phase of its agreement with St.
Anthony Community Hospital in Warwick, NY at the hospital's new Women's Health
Center.
We require cash to fund our working capital needs and capital expenditures, as
well as to meet existing commitments. Such commitments include payments to our
officers who have employment contracts, payments of existing loans including our
line of credit, two notes payable which call for aggregate monthly payments of
approximately $8,300 through March 2007, one note with monthly payments of
approximately $4800 through December 2007, and $800 per month pursuant to a
five-year lease commitment ending in October 2007 for our operations center in
Kingston, New York. At times, in order to help in maximizing our working
capital, our directors, officers and employees have contributed to capital or
deferred compensation due under their agreements. It is anticipated, but not
assured, that, should the need arise, such contributions or deferrals might be
available to us in the future. Additionally, we have signed an agreement with an
Investment Banking firm to raise equity financing to help support our
anticipated growth. There can be no assurance that such efforts will be
successful.
Management believes that as a result of the proceeds from financing activities,
as well as anticipated cash flow generated by sales of its RIS/PACS solution (in
addition to the current cash flow resulting from our installed ASP base), the
Company will be able to continue to meet its obligations as they become due
through at least December 31, 2005. Management also believes, that if needed,
the Company will be able to obtain additional capital resources from financing
through financial institutions and other unrelated sources and/or through
additional related party loans and private placements. However, there can be no
assurance that the Company will become profitable or that financing will be
available. As a result of the aforementioned, our financial statements have been
prepared assuming the Company will continue as a going concern and they do not
include any adjustments from the outcome of this uncertainty. Accordingly, the
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amount
and classification of liabilities that may result from the outcome of this
uncertainty.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In February 2005, the Company concluded a private placement of its common stock
with each member of its Board of Directors and two key employees. Pursuant to
such transaction, the Company sold an aggregate of 525,000 shares at $.20 per
share, the approximate and fair value on the date of closing, resulting in
aggregate proceeds to the Company of $105,000.
In April 2005, the Company concluded a private placement of its common stock
with the Chairman of its Board of Directors. Pursuant to such transaction, the
Company sold an aggregate of 250,000 shares at $.20 per share, the approximate
fair value on the date of closing, resulting in aggregate proceeds to the
company of $50,000.
During April 2005, a related party to a member of the Company's Board of
Directors loaned the Company an aggregate of $20,000. The entire amount was
repaid, including interest of $500, during the same month.
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In June 2005, the company issued 600,000 shares of its common stock, pursuant to
the exercise of stock options at $.25 per share, resulting in aggregate proceeds
to the Company of $150,000.
In June 2005, the Company received a total of $180,000 in cash as part of a
Bridge Loan Agreement that included the issuance of warrants to purchase 180,000
shares of Common Stock of the Company. $85,000 of these funds came from a member
of the Company's Board of Directors, $85,000 from a related party to another
member of the Company's Board of Directors and $10,000 from Alfus Financial
Services. The five-year warrants have an exercise price of $0.33 per share. The
entire amount of this Bridge Loan has been repaid, including $7,319 interest
September 2005.
In September 2005, the Company received a total of $50,000 in cash as part of a
Bridge Loan Agreement that included the issuance of warrants to purchase 50,000
shares of Common Stock of the Company. The five-year warrants have an exercise
price of $0.33 per share.
FORWARD-LOOKING STATEMENTS
When used in the Quarterly Report on Form 10-QSB, the words "may", "will",
"should", "expect", "believe", "anticipate", "continue", "estimate", "project",
"intend" and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act regarding events, conditions and financial trends that
may affect our future plans of operations, business strategy, results of
operations and financial condition. We wish to ensure that such statements are
accompanied by meaningful cautionary statements pursuant to the safe harbor
established in the Private Securities Litigation Reform Act of 1995. Prospective
investors are cautioned that any forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties and that actual
results may differ materially from those included within the forward-looking
statements as a result of various factors including our ability to consummate,
and the terms of, acquisitions, if any. Such forward-looking statements should,
therefore, be considered in light of various important factors, including those
set forth herein and others set forth from time to time in our reports and
registration statements filed with the Securities and Exchange Commission (the
"Commission"). We disclaim any intent or obligation to update such
forward-looking statements.
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ITEM 3 - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our Chief Executive Officer who is our Principal Accounting Officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)
as of the end of the period covered by this report (the "Evaluation Date")),
have concluded that as of the Evaluation Date, our disclosure controls and
procedures were adequate and effective to ensure that material information
relating to the Company would be made known to them by others within the
Company, particularly during the period in which this quarterly report on Form
10-QSB was being prepared.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in our internal controls or in other factors
that could significantly affect our disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions. As a result, no corrective actions were taken.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
With respect to the Company's arbitration with Dr. Carlton Phelps (which was
discussed in detail in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004), during the three months ended September 30, 2005, Dr.
Phelps commenced a proceeding in New York State Supreme Court, Albany County, to
confirm the arbitrator's award. The Company has moved to dismiss the proceeding
on grounds of improper notice, and the matter is now pending before the court."
ITEM 2 - CHANGES IN SECURITIES
In April 2005 we issued 250,000 shares of our common stock in a private
placement exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, as amended, for $.20 per share, resulting in aggregate proceeds of
$50,000 to be used for working capital purposes.
In June 2005, the company issued 600,000 shares of its common stock, pursuant to
the exercise of stock options at $.25 per share, resulting in aggregate proceeds
to the Company of $150,000.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
At the Annual Meeting of the Stockholders of Image Technology Laboratories,
Inc., the proposal to ratify the appointment of J.H. Cohn LLP ("JH Cohn") as the
Company's independent auditors was defeated. Therefore, effective June 23, 2005,
the Board of Directors of the Company elected to discontinue its engagement of
JH Cohn as the Company's independent registered accounting firm and notified JH
Cohn of its decision on that same date. JH Cohn will not be auditing or
reviewing any of the Company's financial statements for the balance of the year
ending December 31, 2005 and did not review the financial statements for the
three months ended March 31, June 30, and September 30, 2005. An 8-K report was
filed on June 29, 2005. The Company received a comment letter from the SEC on
August 5, 2005 to which the Company anticipates replying within the quarter.
There was no disagreement with JH Cohn on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of JH Cohn, would have caused
JH Cohn to make reference to the subject of that disagreement in its reports on
the Company's financial statements except as follows: The Company's interim
financial statements for the three months ended March 31, 2005 were reviewed by
an independent public accountant prior to filing, which the Company believed
satisfied the reporting requirements under the Securities Exchange Act of 1934
and Regulation S-B Item 310(b). JH Cohn disagreed with this position and
expressed to the Company its belief that such a review of the interim financial
statements was required to be completed by a PCAOB-registered accounting firm.
Securities counsel for the Company subsequently received affirmation of the
Company's position from a representative of the PCAOB. The Company requested JH
Cohn furnish it with a letter, directed to the Security and Exchange Commission,
whether or not it agreed with the statements in the Company's filing. This
letter was subsequently received and an 8-K/A report filed on July 19, 2005.
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
31.1 Certification of Chief Executive Officer and
Principal Accounting Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and
Principal Accounting Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) REPORTS ON FORM 8-K.
None.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
/S/ BARRY C. MURADIAN
-----------------------
BARRY C. MURADIAN, CHIEF EXECUTIVE
OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
NOVEMBER 15, 2005
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