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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 000-29196
PROFILE TECHNOLOGIES, INC.
--------------------------
(Name of Small Business Issuer in Its Charter)
Delaware 91-1418002
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Park Avenue, Suite 201
Manhasset, New York 11030
------------------- -----
(Address of principal executive offices) (Zip Code)
(516) 365-1909
--------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes|_| No |X|
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 14,075,371 shares of common
stock as of October 29, 2007.
Transitional Small Business Disclosure Format (check one): Yes|_| No |X|
TABLE OF CONTENTS
Description Page Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet (Unaudited) -
At September 30, 2007........................................... 3
Statements of Operations (Unaudited) -
Three Months Ended September 30, 2007 and 2006 ................. 4
Statements of Cash Flows (Unaudited) -
Three Months Ended September 30, 2007 and 2006.................. 5
Notes to Financial Statements (Unaudited)............................ 6
Item 2. Management's Discussion and Analysis or Plan of Operation.....13
Item 3. Controls and Procedures.......................................15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...15
Item 3. Defaults Upon Senior Securities...............................17
Item 4. Submission of Matters to a Vote of Stockholders...............17
Item 5. Other Information.............................................17
Item 6. Exhibits......................................................17
SIGNATURES....................................................................19
CERTIFICATIONS
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
PROFILE TECHNOLOGIES, INC.
Balance Sheet
(Unaudited)
September 30,
2007
------------
Assets
Current assets:
Cash and cash equivalents $ 848,201
Prepaid expenses and other current assets 14,969
------------
Total current assets 863,170
Equipment, net of accumulated depreciation of $10,825 9,533
Deferred financing fees 280
Other assets 3,184
------------
Total assets $ 876,167
============
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable $ 178,419
Notes payable to stockholders 7,500
Current portion of convertible debt 65,000
Deferred wages 743,232
Accrued professional fees 246,650
Accrued interest 1,495
Other accrued expenses 13,923
------------
Total current liabilities 1,256,219
Long-term convertible debt, net of unamortized discount of $43,701 1,299
Stockholders' deficit:
Common stock, $0.001 par value. Authorized 35,000,000
shares; issued and outstanding 13,514,039 shares 13,514
Common stock issuable; 461,665 shares 462
Additional paid-in capital 14,555,574
Accumulated deficit (14,950,901)
------------
Total stockholders' deficit (381,351)
Commitments, contingencies and subsequent events
------------
Total liabilities and stockholders' deficit $ 876,167
============
See accompanying notes to financial statements.
3
PROFILE TECHNOLOGIES, INC.
Statements of Operations
(Unaudited)
For the Three Months Ended
September 30,
2007 2006
------------ ------------
Revenue $ -- $ --
Cost of revenues -- --
------------ ------------
Gross profit -- --
------------ ------------
Operating expenses:
Research and development 87,166 189,489
General and administrative 187,472 111,351
------------ ------------
Total operating expenses 274,638 300,840
------------ ------------
Loss from operations (274,638) (300,840)
Interest expense 17,318 3,065
Interest income 3,025 --
------------ ------------
Net loss $ (288,931) $ (303,905)
============ ============
Basic and diluted net loss per share $ (0.02) $ (0.02)
Weighted average shares outstanding used to
calculate basic and diluted net loss per share 13,161,796 12,456,445
See accompanying notes to financial statements.
4
PROFILE TECHNOLOGIES, INC.
Statements of Cash Flows
(Unaudited)
For the Three Months Ended
September 30,
2007 2006
--------- ---------
Cash flows from operating activities:
Net loss $(288,931) $(303,905)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 655 1,763
Accreted discount on convertible debt 498 124
Amortization of convertible debt discount included in interest expense 14,802 --
Amortization of debt issuance costs 40 70
Equity issued for services to consultants -- 89,000
Equity issued for services to employees and board of directors 17,220 --
Changes in operating assets and liabilities:
Prepaid expenses and other current assets (3,597) (40)
Accounts payable 21,194 (19,734)
Deferred wages 3,549 12,419
Accrued professional fees 36,500 6,000
Accrued interest (63) 23
Other accrued expenses 1,279 --
--------- ---------
Net cash used in operating activities (196,854) (214,280)
Cash flows from financing activities:
Common stock issuance costs (97,830) --
Proceeds from issuance of common stock 978,300 --
Proceeds from exercise of warrants 45,000 --
--------- ---------
Net cash provided by financing activities 925,470 --
--------- ---------
Increase (decrease) in cash 728,616 (214,280)
Cash at beginning of period 119,585 852,468
--------- ---------
Cash at end of period $ 848,201 $ 638,188
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,558 $ 2,182
Convertible debt converted into 30,000 shares of common stock during
the three months ended September 30, 2007 $ 15,000 $ --
See accompanying notes to financial statements.
5
PROFILE TECHNOLOGIES, INC
September 30, 2007
Notes to Financial Statements (Unaudited)
1. Description of Business
Profile Technologies, Inc. (the "Company"), was incorporated in 1986 and
commenced operations in fiscal year 1988. The Company is in the business of
inspecting pipelines for corrosion and has developed a patented, non-destructive
and non-invasive, high speed scanning process, using electro magnetic waves to
remotely inspect buried, encased and insulated pipelines for corrosion. The
Company is actively marketing its inspection services for encased and insulated
pipelines. In order to focus its resources on securing contracts for those
services, it has temporarily suspended development work on its direct buried
(uncased) inspection service.
2. Basis of Presentation
The unaudited interim financial statements and related notes of the Company
have been prepared pursuant to the instructions to Form 10-QSB. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to such instructions.
The preparation of financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues,
and expenses. On an on-going basis, the Company evaluates its estimates,
including contract revenue recognition and impairment of long-lived assets.
Actual results and outcomes may differ materially from these estimates and
assumptions.
The financial statements and related notes should be read in conjunction
with the audited financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the year ended June 30, 2007. The
information furnished reflects, in the opinion of management, all adjustments,
consisting of only normal recurring items, necessary for fair presentation of
the results of the interim periods presented. Interim results are not
necessarily indicative of results for a full year.
3. Liquidity
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company incurred cumulative losses
of $14,950,901 through September 30, 2007, and had negative working capital of
$393,049 as of September 30, 2007. Additionally, the Company has expended a
significant amount of cash in developing its technology and patented processes.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management recognizes that in order to meet the Company's
capital requirements, and continue to operate, additional financing, including
seeking industry-partner investment through joint ventures or other possible
arrangements, will be necessary. The Company is evaluating alternative sources
of financing to improve its cash position and is undertaking efforts to raise
capital. If the Company is unable to raise additional capital or secure revenue
contracts and generate positive cash flow, it is unlikely that the Company will
be able to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
4. Summary of Significant Accounting Policies
Cash and cash equivalents
Cash and cash equivalents includes highly liquid investments with original
maturities of three months or less. On occasion, the Company has amounts
deposited with financial institutions in excess of federally insured limits.
Fair Value of Financial Instruments
The Company has the following financial instruments: cash, accounts
payable, notes payable to stockholders, and convertible debt. The carrying value
of these instruments, other than the convertible debt, approximates fair value
based on their liquidity. The fair value of the convertible debt was determined
as the excess of the proceeds over the fair value of the warrants.
6
Deferred Financing Fees
The Company records costs incurred related to debt financings as deferred
financing fees and amortizes, on a straight-line basis, the costs incurred over
the life of the related debt. The amortization is recognized as interest in the
financial statements. Upon conversion into equity or extinguishment of the
related debt, the Company recognizes any unamortized portion of the deferred
financing fees as interest expense.
Contract Revenue Recognition
The Company recognizes revenue from service contracts using the percentage
of completion method of accounting. Contract revenues earned are measured using
either the percentage of contract costs incurred to date to total estimated
contract costs or, when the contract is based on measurable units of completion,
revenue is based on the completion of such units. This method is used because
management considers total cost or measurable units of completion to be the best
available measure of progress on contracts. Because of the inherent
uncertainties in estimating costs, it is at least reasonably possible that the
estimates used may change in the near term.
Anticipated losses on contracts, if any, are charged to earnings as soon as
such losses can be estimated. Changes in estimated profits on contracts are
recognized during the period in which the change in estimate is known.
Cost of revenues include contract costs incurred to date as well as any
idle time incurred by personnel scheduled to work on customer contracts.
The Company records claims for additional compensation on contracts upon
revision of the contract to include the amount to be received for the additional
work performed. Contract costs include all direct material and labor costs and
those indirect costs related to contract performance, such as indirect labor,
supplies, tools and repairs, and depreciation costs. Selling, general, and
administrative costs are charged to expense as incurred. Service contracts
generally extend no more than six months.
The Company does not currently have any revenue generating service
contracts to which this contract revenue recognition policy applies.
Research and Development
Research and development costs are expensed when incurred. During the three
months ended September 30, 2007 and 2006, the Company incurred $87,166 and
$189,489 on research and development activities.
Equipment
Equipment is stated at cost and is depreciated using the straight-line
method over estimated useful lives of three to seven years.
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
The Company reviews long-lived assets, such as equipment and intangibles,
for impairment at least annually or whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to estimated undiscounted future cash flows expected
to be generated by the asset. If the carrying amount of an asset exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset.
Valuation of Warrants and Options
The Company estimates the value of warrants and option grants using a
Black-Scholes pricing model based on management assumptions regarding the
warrant and option lives, expected volatility, and risk free interest rates.
7
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Standards Not Yet Adopted
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements but does not require any new fair
value measurements. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, with early adoption
permitted as of January 1, 2007. The Company does not expect the application of
SFAS No. 157 to have a material effect on the Statements of Operations and
Balance Sheet.
In February 2007, the FASB issued FASB Statement No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities ("SFAS No. 159"). SFAS No.
159 permits an instrument by instrument election to account for selected
financial assets and liabilities at fair value. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007, with early adoption permitted as
of January 1, 2007. The Company is currently evaluating the impact SFAS No. 159
will have on the Statements of Operations and Balance Sheet.
In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue
No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to
be Used in Future Research and Development Activities, ("EITF 07-3") which is
effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires
that nonrefundable advance payments for future research and development
activities be deferred and capitalized. Such amounts will be recognized as an
expense as the goods are delivered or the related services are performed. The
Company does not expect the adoption of EITF 07-3 to have a material impact on
the financial results of the Company.
Vendor Concentration
Consultant Scientist Fees
The Company relies on the expertise of two consultant scientists to
facilitate the development and testing of the Company's hardware and software.
These scientists are also instrumental in compiling and interpreting the data
captured during the testing of the hardware and software. The loss of the
specialized knowledge provided by the scientists could have an adverse effect on
the ability of the Company to successfully market its hardware and software.
During the three months ended September 30, 2007 and 2006, the Company incurred
cash fees payable to the scientists of $71,460 and $86,294, which are included
in research and development expense in the Company's Statements of Operations.
As partial compensation for services rendered, on July 13, 2006, the
Company granted one of the scientists a stock option to purchase 100,000 shares
of common stock at an exercise price of $1.05 per share, expiring July 12, 2011.
The 100,000 stock options had a fair value at the date of grant of $89,000,
which is included in research and development expenses in the Company's
Statements of Operations for the three months ended September 30, 2006.
Total cash and equity compensation expense incurred for settlement of
services rendered by the scientists totaled $71,460 and $175,294, or
approximately 82% and 93%, of research and development expense for the three
months ended September 30, 2007 and 2006.
As of September 30, 2007, the Company owed the consultant scientists a
total of $78,964, which is included in accounts payable at September 30, 2007.
8
5. Stock Based Compensation
On January 1, 2006, the Company adopted the fair value recognition
provisions of SFAS No. 123R Share-Based Payment ("SFAS 123R"), Prior to January
1, 2006, the Company accounted for stock-based awards under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees ("APB 25"), and related Interpretations, as permitted by SFAS 123. In
accordance with APB 25, no compensation expense was required to be recognized
for stock options granted that had an exercise price equal to or greater than
the fair market value of the underlying common stock on the date of grant.
The Company adopted SFAS 123R using the modified-prospective application
method, which requires measurement of compensation cost for all stock-based
awards at fair value on the date of grant and recognition of compensation over
the requisite service period. The Company grants stock options that are either
fully vested upon grant or have a four-year vesting period (defined by SFAS 123R
as the requisite service period), and no performance or service conditions,
other than continued employment. Stock compensation cost related to options that
are fully vested upon grant is recognized immediately. Stock compensation cost
related to options that have a vesting period is amortized ratably over the
requisite service period.
The fair value of stock options is based on the price of a share of the
Company's common stock on the date of grant. In determining fair value of stock
options, the Company uses the Black-Scholes option pricing model that employs
the following key weighted average assumptions:
Three Months Ended
September 30,
---------------------
2007 2006
--------- ---------
Risk-free interest rate 4.23% 5.04%
Volatility 80.78% 160.26%
Expected dividend yield 0% 0%
Expected life 5.0 years 5.0 years
Weighted average Black-Scholes value of options granted $0.78 $0.89
The risk-free interest rate is based on the U.S. Treasury yield curve in
effect at the time of grant. The Company does not anticipate declaring dividends
in the foreseeable future. Volatility is based on adjusted historical data. The
expected term of an option is based on the assumption that options will be
exercised, on average, about five years from the date of grant. SFAS 123R also
requires that the Company recognize compensation expense for only the portion of
stock options that are expected to vest. Therefore, the Company applies an
estimated forfeiture rate that is derived from historical employee termination
data and adjusted for expected future employee turnover rates. To date, the
Company has not experienced any forfeitures. If the actual number of forfeitures
differs from those estimated by the Company, additional adjustments to
compensation expense may be required in future periods. The Company's stock
price volatility, option lives and expected forfeiture rates involve
management's best estimates at the time of such determination, all of which
impact the fair value of the option calculated under the Black-Scholes
methodology and, ultimately, the expense that will be recognized over the life
of the option.
The following table sets forth the share-based compensation cost resulting
from stock options and unvested stock grants that was recorded in the Company's
Statements of Operations for the three months ended September 30, 2007 and 2006:
Three Months Ended
September 30,
---------------------
2007 2006
------- -------
General and administrative $15,000 $ --
Research and development 2,220 89,000
------- -------
Total $17,220 $89,000
======= =======
9
A summary of the Company's year-to-date stock option activity and related
information follows:
Weighted
Weighted Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Options Price Term Value
---------- ----------- ----------- -----------
Outstanding at June 30, 2007 3,180,000 $ 1.14
Grants 65,000 1.15
----------
Outstanding at September 30, 2007 3,245,000 $ 1.14 6.71 years $ 1,378,450
==========
Exercisable at September 30, 2007 3,195,000 $ 1.14 6.74 years $ 1,355,950
==========
Available for grant at September 30, 2007 2,670,000
==========
The aggregate intrinsic value of the table above represents the total
pretax intrinsic value for all "in-the-money" options (i.e., the difference
between the Company's closing stock price on the last trading day of its first
quarter of 2008 and the exercise price, multiplied by the number of shares) that
would have been received by the option holders had all option holders exercised
their options on September 30, 2007. This amount changes based on the fair
market value of the Company's stock.
As of September 30, 2007, the Company had approximately $33,300 of total
unrecognized compensation cost related to unvested stock options, which is
expected to be recognized over a weighted average period of 3.75 years.
6. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the
weighted average number of common shares outstanding during the period. Diluted
net loss per share is computed by dividing the net loss by the weighted average
number of common and dilutive common equivalent shares outstanding during the
period. As the Company had a net loss attributable to common stockholders in
each of the periods presented, basic and diluted net loss per share are the
same.
Excluded from the computation of diluted net loss per share for the three
months ended September 30, 2007, because their effect would be antidilutive, are
stock options and warrants to acquire 12,093,884 shares of common stock with a
weighted-average exercise price of $0.99 per share. Also excluded from the
computation of diluted net loss per share for the three months ended September
30, 2007 are 220,000 shares of common stock that may be issued if investors
exercise their conversion right under the Debentures related to the 2003
Offering as discussed in Note 8 because their effect would be antidilutive.
Excluded from the computation of diluted net loss per share for the three
months ended September 30, 2006, because their effect would be antidilutive, are
options and warrants to acquire 12,743,418 shares of common stock with a
weighted-average exercise price of $1.06 per share. Also excluded from the
computation of diluted net loss per share for the three months ended September
30, 2006 are 350,000 shares of common stock that may be issued if investors
exercise their conversion right under the Debentures related to the 2003
Offering as discussed in Note 8 because their effect would be antidilutive.
For the three months ended September 30, 2007 and 2006, additional
potential dilutive securities that were excluded from the diluted net loss per
share computation are the exchange rights discussed in Note 9 that could result
in options to acquire up to 223,000 shares of common stock with an exercise
price of $1.00 per share at September 30, 2007 and 2006.
10
For purposes of earnings per share computations, shares of common stock
that are issuable at the end of a reporting period are included as outstanding.
7. Related Parties
Notes Payable - Stockholders
In April 2002, the Company issued a non-interest bearing bridge note
payable to an officer of the Company in the amount of $7,500. The note is
payable in full when the Company determines it has sufficient working capital to
do so. On September 29, 2002, the officer who was owed the $7,500 died.
In September 2002, the Company entered into two non-interest bearing bridge
loans in the respective principal amounts of $40,000 and $10,000 (the
"Stockholder Loans") payable to two stockholders of the Company. The terms of
the Stockholder Loans provide for payment at such time as the Company determined
it had sufficient working capital to repay the principal balances of the
Stockholder Loans. The Stockholder Loans were convertible into 57,142 and 14,286
equity units, respectively, at any time prior to re-payment. Each equity unit
was comprised of one share of the Company's common stock, with a detachable
5-year warrant to purchase one additional share at an exercise price of $1.05
per share. In May 2007, the two stockholders converted their respective
Stockholder Loans into a total 71,428 shares of common stock and received
warrants to purchase a total of 71,428 shares of common stock at $1.05, expiring
in May 2012.
8. Convertible Debt
On June 19, 2003, the Board of Directors approved the offering (the "2003
Offering") of $1,000,000 in convertible debentures (the "Debentures"). The
Debentures are convertible into that number of shares of the Company's common
stock equal to the amount of the converted indebtedness divided by $0.50 per
share. The Debentures bear interest at a rate of 5% per annum, payable
quarterly. Delinquent interest payments bear interest at a rate of 12% per
annum. The Company is required to redeem each Debenture on the 5th anniversary
of the date of the Debenture. The Company may, in its discretion, redeem any
Debenture at any time prior to the mandatory redemption date of the Debenture by
providing no less than 60 days' prior written notice to the holder of the
Debenture. Certain events of default will result in the Debentures being
redeemable by the Company upon demand of the holder.
Upon the purchase of, and for each $0.50 of the Debenture's principal
amount, the Company issued to each investor a warrant (the "Warrant") to
purchase one (1) share of the Company's common stock at an exercise price of
$0.75 per share. The Warrants are exercisable at any time prior to the 5th
anniversary date of the redemption of the Debenture.
Warrants issued in connection with the 2003 Offering were recorded based on
their relative fair value as compared to the fair value of the debt at issuance.
The relative fair value of the warrants was recorded as paid-in capital. The
intrinsic value of the Debentures results in a beneficial conversion feature,
recorded as a discount against the Debentures, which reduces the book value of
the convertible debt to not less than zero. The Company amortizes the discount
using the effective interest method over the five-year life of the Debentures.
During the quarter ended March 31, 2005, the Board of Directors terminated
the 2003 Offering. As of the closing date of the 2003 Offering, the Company had
raised $503,000 from the 2003 Offering.
During the three months ended September 30, 2007, one investor exercised
their conversion right and converted their Debenture in the principal amount of
$15,000, pursuant to the terms of the 2003 Offering. Accordingly, the carrying
value of the convertible debt was reclassified as equity upon conversion. Since
the convertible debt instruments include a beneficial conversion feature, the
remaining unamortized discount of $14,802 at the conversion date was recognized
as interest expense during the three months ended September 30, 2007.
As of September 30, 2007, accrued interest on the Debentures was $1,495.
The Company recorded interest expense related to the accretion of the discount
on the Debentures and amortization of the convertible debt discount as a result
of the conversion discussed above of $15,300 for the three months ended
September 30, 2007. The Company recorded interest expense related to the
accretion of the discount on the Debentures of $124 for the three months ended
September 30, 2006. As of September 30, 2007 the carrying value of the long-term
portion of the Debentures was $1,299, net of unamortized debt discount of
$43,701.
11
9. Deferred Wages and Accrued Professional Fees
To reduce cash outflows, certain of the Company's employees, officers,
consultants, and directors have agreed to defer a portion of their salaries and
professional fees until the Company has sufficient resources to pay the amounts
owed or to exchange such amounts into options as described below. At September
30, 2007, the Company has accrued $989,882 related to the deferred payment of
salaries and professional fees of which $743,232 is included under deferred
wages and $246,650 in accrued professional fees. On March 18, 2002, the Board
approved a conversion right on all deferred wages and accrued professional fees
deferred as of March 18, 2002 (the "Conversion Right"). Pursuant to the
Conversion Right, employees, officers, consultants, and directors may elect to
convert $1.00 of fees owed to them as of March 18, 2002 for an option to
purchase two shares of the Company's common stock, at an exercise price of $1.00
per share for a term of five years. Of the total $989,882 deferred salaries and
professional fees, the amount subject to the Conversion Right is $111,500,
resulting in the potential issuance of 223,000 options under the terms mentioned
above. No conversions have occurred to date. At March 18, 2002, there was no
intrinsic value associated with these exchange rights. As such, no additional
compensation cost was recorded.
10. Common Stock
On June 21, 2007, the Company entered into a private placement offering
(the "2007 Offering") of 1,300,000 shares of common stock at $0.90 per share to
accredited investors for a total offering price of $1,170,000. On October 4,
2007, the Board approved an increase in the offering to 2,000,000 shares of
common stock and extended the expiration date of the offering to November 30,
2007.
During the three months ended September 30, 2007, the Company raised
$978,300 under the terms of the 2007 Offering. Accordingly, the Company issued
1,086,998 shares of common stock.
The Company engaged a brokerage firm to help in the fund raising efforts of
the 2007 Offering. Pursuant to the terms of the agreement with the brokerage
firm, the Company will pay the brokerage firm a ten percent cash commission on
all funds that the brokerage firm helps raise. Accordingly, during the three
months ended September 30, 2007, the Company incurred cash fees payable to the
brokerage firm of $97,830. As of September 30, 2007, the Company owed the
brokerage firm a total of $22,500, which is included in accrued professional
fees at September 30, 2007.
During the three months ended September 30, 2007, one investor exercised
their conversion right and converted their Debenture in the principal amount of
$15,000, pursuant to the terms of the 2003 Offering. Accordingly, the Company
issued 30,000 shares of common stock in accordance with the terms of the 2003
Offering.
11. Stock Options and Warrants
Stock Options
Stock Option Grants
On August 20, 2007, the Board elected Robert C. Geib as the Company's Chief
Operating Officer, effective September 4, 2007. Mr. Geib's annual base salary
was set by the Board at $115,000. In addition, the Board agreed to grant Mr.
Geib on September 4, 2007 an option to purchase 50,000 shares of the Company's
common stock, under the Company's 1999 Stock Plan, and on March 4, 2008 to grant
him an additional option to purchase 50,000 shares of common stock. The exercise
price of each grant shall be equal to the closing price of the common stock on
the date of grant, or, if the Company's stock is not traded on the date of
grant, the first day of active trading following each respective grant date.
Each of the two option grants will vest 25% on the first anniversary of the
grant dates, with the remainder vesting at 25% on each of the three subsequent
12
anniversaries of the grant dates until the options are fully vested. The fair
value of the option grant was $35,500 at the time of grant. The fair value was
estimated using the Black-Scholes option pricing model with the following
weighted average assumptions: expected volatility of 81%, risk-free interest
rate of 4.26%, expected life of five years, and a 0% dividend yield. The Company
recognized amortization expense of $2,220, during the three months ended
September 30, 2007, as research and development expense related to this stock
option grant.
On August 21, 2007, the Board nominated Richard L. Palmer to fill the
vacancy on the Board created as a result of the death of Mr. William Krivsky in
December 2006. The election of Mr. Palmer by the Stockholders has been included
in the Company's Proxy Statement for the 2007 Annual Meeting of Stockholders
under the caption "Proposal One: Election of Directors," which was filed with
the Commission on October 12, 2007. On September 12, 2007, the Board granted Mr.
Palmer an option to purchase 15,000 shares of the Company's common stock, under
the Company's 1999 Stock Plan. The exercise price of the stock option is $1.50,
the closing price of the common stock on the date of grant. The stock option is
fully vested upon grant and expires on September 11, 2017. In addition, if Mr.
Palmer is elected to the Board by the Stockholders, he will receive $1,000 per
month as a compensation for his services as a Board member. The Company
recognized $15,000, at the time of grant, as board fee expense for the fair
value of the option grant. The fair value of the option grant was estimated
using the Black-Scholes option pricing model with the following weighted average
assumptions: expected volatility of 80%, risk-free interest rate of 4.11%,
expected life of five years, and a 0% dividend yield.
On July 13, 2006, the Board approved an option grant to a consultant to
purchase 100,000 shares of the Company's common stock at an exercise price of
$1.05 per share. The option was granted in consideration for work the consultant
is performing for the Company and was not granted pursuant to the 1999 Stock
Option Plan. The option was fully vested upon grant and is exercisable until
July 13, 2011. The Company recognized $89,000, at the time of grant, as research
and development expense for the fair value of the option grant. The fair value
of the option grant was estimated using the Black-Scholes option pricing model
with the following weighted average assumptions: expected volatility of 160%,
risk-free interest rate of 5.04%, expected life of five years, and a 0% dividend
yield.
Warrants
Warrant Exercise
On July 23, 2007, a stockholder exercised a warrant to purchase 60,000
shares of common stock at $0.75 per share. Total proceeds received by the
Company were $45,000.
12. Subsequent Events
On October 4, 2007, the Board approved an increase in the offering to
2,000,000 shares of common stock and extended the expiration date of the
offering to November 30, 2007. Subsequent to September 30, 2007, the Company has
raised $89,700 under the terms of the 2007 Offering. Accordingly, the Company
issued 99,667 shares of common stock.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
In recent years, the Company has focused on the buried pipe market in the
United States. Through its operations, it has identified key changes to its EMW
Inspection Process and has redesigned and improved the equipment hardware. It
has also performed lab and field testing of this new hardware and has developed
computer models to better predict and interpret field conditions.
On March 27, 2007, the Company was issued a patent by the United States
Patent and Trademark Office. This patent provides significant patent protection
for the improvements made to the Company's EMW technology over the last three
13
years. These improvements have now been incorporated into new hardware and
software that will be deployed to the field. To date, two field-ready test sets
are being built to utilize the latest improvements.
In order to obtain additional revenue generating contracts, the Company
intends to emphasize the unique capabilities of its cased and insulated pipeline
testing method, the flexibility of the method's application, and its cost
effectiveness as compared to other methods. In fiscal year 2008, the Company
intends to continue its marketing efforts in the refining, pipeline and utility
insulated and cased pipe inspection markets in the lower-48 states. With respect
to the pipeline and utility market segments, efforts will be particularly
focused on "high consequence areas" as that term is defined in the federal
Department of Transportation's regulations. However, there can be no assurance
that the Company will be successful in concentrating its marketing efforts for
the EMW technology on these market segments. Failure to obtain revenue
generating contracts could have a serious and material effect on the business
and financial condition of the Company.
The Company has temporarily postponed further development work on its
direct buried (uncased) pipe inspection equipment, so that, in the short term,
its efforts can be focused on obtaining contracts for the inspection of cased
and insulated pipes.
While the Company has, in the past, inspected only for external corrosion,
it has recently filed a patent application covering the adaptation of its
technology for internal pipe inspections. However, significant design,
fabrication and testing must be done before the Company will be able to offer
internal pipe inspection services.
Capital will be expended to support operations until the Company can
generate sufficient cash flows from operations. In order for the Company to
generate cash flows from operations, the Company must obtain revenue generating
contracts. Management is currently directing the Company's activities towards
obtaining service contracts, which, if obtained, will necessitate the Company
attracting, hiring, training and outfitting qualified technicians. If service
contracts are obtained, it will also necessitate additional field test equipment
purchases in order to provide the services. The Company expects that if revenue
contracts are secured, working capital requirements will increase. The Company
will incur additional expenses as it hires and trains field crews and support
personnel related to the successful receipt of commercial contracts.
Additionally, the Company anticipates that cash will be used to meet capital
expenditure requirements necessary to develop infrastructure to support future
growth.
The Company has expended a significant amount of cash in developing its
technology and patented processes. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The Company has
raised $1,068,000 under its current effect private placement memorandum (see
Note 10, "Common Stock"). However, management recognizes that in order to meet
the Company's capital requirements and continue to operate, it may require
additional financing, perhaps through industry-partner investment or through
joint ventures or other possible arrangements within the next twelve months. The
Company is evaluating alternative sources of financing to improve its cash
position. If the Company is unable to raise additional capital or secure revenue
contracts and generate positive cash flow, it is unlikely that the Company will
be able to continue as a going concern.
Off Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB contains "forward-looking statements."
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes,"
"anticipates," "expects" or words of similar import. Similarly, statements that
describe the Company's projected future results, future plans, objectives or
goals or future conditions or events are also forward looking statements. Actual
results are inherently difficult to predict. Any such forward-looking statements
are subject to the risks and uncertainties that could cause actual results of
14
operations, financial condition, acquisitions, financing transactions,
operations, expenditures, expansion and other events to differ materially from
those expressed or implied in such forward-looking statements. Any such
forward-looking statements would be subject to a number of assumptions
regarding, among other things, future economic, competitive and market
conditions generally. Such assumptions would be based on facts and conditions as
they exist at the time such statements are made as well as predictions as to
future facts and conditions, the accurate prediction of which may be difficult
and involve the assessment of events beyond the Company's control.
The forward-looking statements contained in this report are based on
current expectations that involve a number of risks and uncertainties. Such
forward-looking statements are based on assumptions that the Company will obtain
or have access to adequate financing to continue its operations, that the
Company will market and provide products and services on a timely basis, that
there will be no material adverse competitive or technological change with
respect to the Company's business, demand for the Company's products and
services will significantly increase, that the Company will be able to secure
additional fee-for-services or licensing contracts, that the Company's executive
officers will remain employed as such by the Company, that the Company's
forecast accurately anticipate market demand, and that there will be no material
adverse change in the Company's operations, business or governmental regulation
affecting the Company or its customers. The foregoing assumptions are based on
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the Company's
control. Although the Company believes the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements.
Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The term "disclosure controls and procedures" is defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). This term refers to the controls and procedures of a
company that are designed to ensure that information required to be
disclosed by a company in the reports that it files under the Exchange Act
is recorded, processed, summarized, and reported within the required time
periods. The Company's Chief Executive Officer and Chief Financial Officer
has evaluated the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by this report. He has
concluded that, as of that date, the Company's disclosure controls and
procedures were effective at ensuring that required information will be
disclosed on a timely basis in the Company's reports filed under the
Exchange Act.
(b) Changes in Internal Control over Financial Reporting
No change in the Company's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred
during the period covered by this report that has materially affected, or
is reasonably likely to materially affect, the Company's internal control
over financial reporting.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving the Company or its
properties. As of the date of this report, no director, officer or affiliate is
a party adverse to the Company in any legal proceeding or has an adverse
interest to the Company in any legal proceedings. The Company is not aware of
any other legal proceedings pending or that have been threatened against the
Company or its properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Common Stock
15
On June 21, 2007, the Company entered into a private placement offering
(the "2007 Offering") of 1,300,000 shares of common stock at $0.90 per share to
accredited investors for a total offering price of $1,170,000.
During the three months ended September 30, 2007, the Company raised
$978,300 under the terms of the 2007 Offering. Accordingly, the Company issued
1,086,998 shares of common stock. The issuance of the common stock is exempt
from registration pursuant to Section 4(2) of the Securities Act and the stock
certificates contained an appropriate legend stating that such securities have
not been registered under the Securities Act and may not be offered or sold
absent registration or an exemption therefrom.
Convertible Debentures and Warrants
On June 19, 2003, the Board of Directors approved the offering (the "2003
Offering") of $1,000,000 in convertible debentures (the "Debentures"). The
Debentures are convertible into that number of shares of the Company's common
stock equal to the amount of the converted indebtedness divided by $0.50 per
share. The Debentures bear interest at a rate of 5% per annum, payable
quarterly. Delinquent interest payments bear interest at a rate of 12% per
annum. The Company is required to redeem each Debenture on the 5th anniversary
of the date of the Debenture. The Company may, in its discretion, redeem any
Debenture at any time prior to the mandatory redemption date of the Debenture by
providing no less than 60 days' prior written notice to the holder of the
Debenture. Certain events of default will result in the Debentures being
redeemable by the Company upon demand of the holder.
Upon the purchase of, and for each $0.50 of the Debenture's principal
amount, the Company issued to each investor a warrant (the "Warrant") to
purchase one (1) share of the Company's common stock at an exercise price of
$0.75 per share. The Warrants are exercisable at any time prior to the 5th
anniversary date of the redemption of the Debenture.
The 2003 Offering was exempt from the registration under Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of
Regulation D, promulgated by the SEC. In the 2003 Offering, no general
solicitation was made by the Company or any person acting on behalf of the
Company, the Debentures and Warrants were sold subject to transfer restrictions,
and the certificates for the Debentures and Warrants contained an appropriate
legend stating that such securities have not been registered under the
Securities Act and may not be offered or sold absent registration or an
exemption therefrom.
During the three months ended September 30, 2007, one investor exercised
their conversion right and converted their Debenture in the principal amount of
$15,000, pursuant to the terms of the 2003 Offering. Accordingly, the Company
issued 30,000 shares of common stock in accordance with the terms of the 2003
Offering.
Stock Options
Stock Option Grants
On August 20, 2007, the Board elected Robert C. Geib as the Company's Chief
Operating Officer, effective September 4, 2007. Mr. Geib's annual base salary
was set by the Board at $115,000. In addition, the Board agreed to grant Mr.
Geib on September 4, 2007 an option to purchase 50,000 shares of the Company's
common stock, under the Company's 1999 Stock Plan, and on March 4, 2008 to grant
him an additional option to purchase 50,000 shares of common stock. The exercise
price of each grant shall be equal to the closing price of the common stock on
the date of grant, or, if the Company's stock is not traded on the date of
grant, the first day of active trading following each respective grant date.
Each of the two option grants will vest 25% on the first anniversary of the
grant dates, with the remainder vesting at 25% on each of the three subsequent
anniversaries of the grant dates until the options are fully vested. These
securities were issued in reliance on exemptions from registration provided by
Section 4(2) of the Securities Act.
On August 21, 2007, the Board nominated Richard L. Palmer to fill the
vacancy on the Board created as a result of the death of Mr. William Krivsky in
December 2006. The election of Mr. Palmer by the Stockholders has been included
in the Company's Proxy Statement for the 2007 Annual Meeting of Stockholders
under the caption "Proposal One: Election of Directors," which was filed with
16
the Commission on October 12, 2007. On September 12, 2007, the Board granted Mr.
Palmer an option to purchase 15,000 shares of the Company's common stock, under
the Company's 1999 Stock Plan. The exercise price of the stock option is $1.50,
the closing price of the common stock on the date of grant. The stock option is
fully vested upon grant and expires on September 11, 2017. In addition, if Mr.
Palmer is elected to the Board by the Stockholders, he will receive $1,000 per
month as a compensation for his services as a Board member. These securities
were issued in reliance on exemptions from registration provided by Section 4(2)
of the Securities Act.
On July 13, 2006, the Board approved an option grant to a consultant to
purchase 100,000 shares of the Company's common stock at an exercise price of
$1.05 per share. The option was granted in consideration for work performed for
the Company and was not granted pursuant to the 1999 Stock Option Plan. The
option was fully vested upon grant and is exercisable until July 13, 2011. These
securities were issued in reliance on exemptions from registration provided by
Section 4(2) of the Securities Act.
Warrants
Warrant Exercise
On July 23, 2007, a stockholder exercised a warrant to purchase 60,000
shares of common stock at $0.75 per share. The issuance of the common stock is
exempt from registration pursuant to Section 4(2) of the Securities Act and the
stock certificate contained an appropriate legend stating that such securities
have not been registered under the Securities Act and may not be offered or sold
absent registration or an exemption therefrom.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Stockholders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are filed with or incorporated by reference into
this report:
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 filed with the Commission on May 10, 1996).
Exhibit 3.2 Bylaws of the Company (incorporated by reference to Exhibit
3.3 to the Company's Registration Statement on Form SB-2
filed with the Commission on May 10, 1996).
Exhibit 3.3 Amendment to Certificate of Incorporation (incorporated by
reference to Exhibit A to the Company's Definitive Proxy
Statement filed with the Commission on October 28, 2002).
Exhibit 3.4 Amendment to Certificate of Incorporation (incorporated by
reference to Appendix A to the Company's Preliminary Proxy
Statement filed with the Commission on September 13, 2006).
17
Exhibit 10.1 Loan Agreement dated March 6, 2003, by and between the
Company and Murphy Evans (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
filed with the Commission on May 15, 2002).
Exhibit 10.2 Loan Amendment and Promissory Note dated March 6, 2003, by
and between the Company and Murphy Evans (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-QSB filed with the Commission on May 20, 2003).
Exhibit 10.3 Lease Extension dated February 26, 2003 by and between the
Company and Fatum LLC (incorporated by reference to Exhibit
10.5 to the Company's Annual Report on Form 10-KSB filed
with the Commission on October 12, 2004).
Exhibit 10.4 Royalty Agreement (incorporated by reference to Exhibit 10.1
to the Company's Registration Statement on Form SB-2 filed
with the Commission on May 10, 1996).
Exhibit 10.5 Assignment of Patent Rights (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form
SB-2 filed with the Commission on May 10, 1996).
Exhibit 10.6 1999 Stock Option Plan (incorporated by reference to Exhibit
10.9 to the Company's Annual Report on Form 10-KSB filed
with the Commission on October 12, 2004).
Exhibit 10.7 First Amendment to the 1999 Stock Option Plan (incorporated
by reference to Appendix B to the Company's Preliminary
Proxy Statement filed with the Commission on September 13,
2006).
Exhibit 10.8 Lease dated March 1, 2007 by and between the Company and
Long Island Property Management LP. (incorporated by
reference to Exhibit 10.8 to the Company's Quarterly Report
on Form 10-QSB filed with the Commission on May 9, 2007).
Exhibit 10.9 Consulting Agreement dated April 11, 2007, by and between
the Company and R.F. Lafferty. (incorporated by reference to
Exhibit 10.9 to the Company's Quarterly Report on Form
10-QSB filed with the Commission on May 9, 2007).
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Henry E. Gemino,
as Chief Executive Officer and Chief Financial Officer of
the Company. *
Exhibit 32.1 Certification under Section 906 of the Sarbanes-Oxley Act of
2002 by Henry E. Gemino, as Chief Executive Officer and
Chief Financial Officer of the Company. *
--------------------
*Filed herewith.
18
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROFILE TECHNOLOGIES, INC.
--------------------------
(Registrant)
Date: November 9, 2007 /s/ Henry E. Gemino
----------------------------------
Henry E. Gemino
Chief Executive Officer and
Chief Financial Officer
19
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 filed with the Commission on May 10, 1996).
Exhibit 3.2 Bylaws of the Company (incorporated by reference to Exhibit
3.3 to the Company's Registration Statement on Form SB-2
filed with the Commission on May 10, 1996).
Exhibit 3.3 Amendment to Certificate of Incorporation (incorporated by
reference to Exhibit A to the Company's Definitive Proxy
Statement filed with the Commission on October 28, 2002).
Exhibit 3.4 Amendment to Certificate of Incorporation (incorporated by
reference to Appendix A to the Company's Preliminary Proxy
Statement filed with the Commission on September 13, 2006).
Exhibit 10.1 Loan Agreement dated March 6, 2003, by and between the
Company and Murphy Evans (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
filed with the Commission on May 15, 2002).
Exhibit 10.2 Loan Amendment and Promissory Note dated March 6, 2003, by
and between the Company and Murphy Evans (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-QSB filed with the Commission on May 20, 2003).
Exhibit 10.3 Lease Extension dated February 26, 2003 by and between the
Company and Fatum LLC (incorporated by reference to Exhibit
10.5 to the Company's Annual Report on Form 10-KSB filed
with the Commission on October 12, 2004).
Exhibit 10.4 Royalty Agreement (incorporated by reference to Exhibit 10.1
to the Company's Registration Statement on Form SB-2 filed
with the Commission on May 10, 1996).
Exhibit 10.5 Assignment of Patent Rights (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form
SB-2 filed with the Commission on May 10, 1996).
Exhibit 10.6 1999 Stock Option Plan (incorporated by reference to Exhibit
10.9 to the Company's Annual Report on Form 10-KSB filed
with the Commission on October 12, 2004).
Exhibit 10.7 First Amendment to the 1999 Stock Option Plan (incorporated
by reference to Appendix B to the Company's Preliminary
Proxy Statement filed with the Commission on September 13,
2006).
Exhibit 10.8 Lease dated March 1, 2007 by and between the Company and
Long Island Property Management LP. (incorporated by
reference to Exhibit 10.8 to the Company's Quarterly Report
on Form 10-QSB filed with the Commission on May 9, 2007).
Exhibit 10.9 Consulting Agreement dated April 11, 2007, by and between
the Company and R.F. Lafferty. (incorporated by reference to
Exhibit 10.9 to the Company's Quarterly Report on Form
10-QSB filed with the Commission on May 9, 2007).
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Henry E. Gemino,
as Chief Executive Officer and Chief Financial Officer of
the Company. *
Exhibit 32.1 Certification under Section 906 of the Sarbanes-Oxley Act of
2002 by Henry E. Gemino, as Chief Executive Officer and
Chief Financial Officer of the Company. *
--------------------
*Filed herewith.