UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended December 31, 2014
or
[ ] 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: 001-32469
XENONICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
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| Nevada |
|
84-1433854 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
| 3186 Lionshead Avenue
Carlsbad, California |
|
92010 |
| (Address of principal executive offices) |
|
(Zip code) |
(760) 477-8900
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by
check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
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| Large accelerated filer ¨ |
|
Accelerated filer ¨ |
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| Non-accelerated filer ¨ |
|
Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No x
The registrant had 24,975,929 shares of common stock outstanding as of February 3, 2015.
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
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CONDENSED CONSOLIDATED BALANCE SHEETS
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| |
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December 31, |
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September 30, |
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| |
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2014 |
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2014 |
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| Rounded to the nearest thousand, except par value |
|
|
(unaudited) |
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| Assets |
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|
|
|
|
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| Current Assets: |
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|
|
|
|
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| Cash |
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$ 273,000 |
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|
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$ 130,000 |
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| Accounts receivable |
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2,000 |
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432,000 |
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| Inventories, net |
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|
566,000 |
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|
|
701,000 |
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| Deferred financing costs, current portion |
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|
55,000 |
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|
55,000 |
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| Other current assets |
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34,000 |
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19,000 |
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| Total Current Assets |
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930,000 |
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1,337,000 |
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| Inventories, net |
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444,000 |
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444,000 |
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| Equipment, furniture and fixtures at cost, net |
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4,000 |
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5,000 |
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| Deferred financing costs, less current portion, net |
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89,000 |
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103,000 |
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| Other assets |
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21,000 |
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20,000 |
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| Goodwill |
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375,000 |
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375,000 |
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| Total Assets |
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$1,863,000 |
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$2,284,000 |
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| Liabilities and Shareholders’ Deficit |
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| Current Liabilities: |
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| Accounts payable |
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$ 547,000 |
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$ 593,000 |
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| Accrued expenses |
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172,000 |
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207,000 |
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| Accrued payroll and related taxes |
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135,000 |
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131,000 |
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| Accrued interest |
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469,000 |
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367,000 |
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| Total Current Liabilities |
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1,323,000 |
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1,298,000 |
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| Notes payable, net of debt discount |
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2,275,000 |
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2,271,000 |
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| Derivative liabilities |
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2,128,000 |
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|
904,000 |
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| Convertible notes payable, net of debt discount |
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153,000 |
|
|
|
74,000 |
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| Total Liabilities |
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|
5,879,000 |
|
|
|
4,547,000 |
|
| Contingencies (Note 13) |
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| Shareholders’ Deficit: |
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| Preferred shares, $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding |
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- |
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- |
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| Common shares, $0.001 par value, 50,000,000 shares authorized as of December 31, 2014 and September 30, 2014; 24,976,000 shares
issued and outstanding as of December 31, 2014 and September 30, 2014 |
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25,000 |
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25,000 |
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| Additional paid-in capital |
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27,567,000 |
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27,561,000 |
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| Accumulated deficit |
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(31,608,000) |
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(29,849,000) |
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| Total Shareholders’ Deficit |
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(4,016,000) |
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(2,263,000) |
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| Total Liabilities and Shareholders’ Deficit |
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$1,863,000 |
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$2,284,000 |
|
See notes to unaudited condensed consolidated financial statements.
1
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CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
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| |
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Three months ended |
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December 31, |
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| |
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2014 |
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2013 |
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| Rounded to the nearest thousand, except per share amounts |
|
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|
(unaudited) |
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| Revenues |
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$ 468,000 |
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$ 63,000 |
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| Cost of goods sold |
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289,000 |
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37,000 |
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| Gross profit |
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178,000 |
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26,000 |
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| Selling, general and administrative |
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404,000 |
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415,000 |
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| Research and development |
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102,000 |
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127,000 |
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| Loss from operations |
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(328,000) |
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(516,000) |
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| Other expenses: |
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| Interest expense |
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(112,000) |
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(84,000) |
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| Amortization of deferred financing costs |
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(92,000) |
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|
--- |
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| Change in fair value of derivative liabilities |
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(1,224,000) |
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|
--- |
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| Loss before provision for income taxes |
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(1,756,000) |
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(600,000) |
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| Income tax provision |
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2,000 |
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2,000 |
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| Net loss |
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$ (1,758,000) |
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$(602,000) |
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| Net loss per share: |
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| Basic and fully-diluted |
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$ (0.07) |
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$ (0.02) |
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| Weighted average shares outstanding: |
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| Basic and fully-diluted |
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24,976,000 |
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24,976,000 |
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See notes to unaudited condensed consolidated financial statements.
2
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three months ended |
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December 31, |
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2014 |
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2013 |
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| Rounded to the nearest thousand |
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(unaudited) |
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| Cash flows from operating activities: |
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| Net loss |
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$ (1,758,000) |
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$ (602,000) |
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| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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| Depreciation |
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1,000 |
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4,000 |
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| Non-cash charge for warrant extension |
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6,000 |
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|
--- |
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| Amortization of debt discount and non-cash interest expense on convertible notes |
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83,000 |
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18,000 |
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| Amortization of deferred financing costs |
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14,000 |
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--- |
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| Change in fair value of derivative liabilities |
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1,224,000 |
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--- |
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| Changes in operating assets and liabilities: |
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| Accounts receivable |
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430,000 |
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30,000 |
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| Inventories |
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135,000 |
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27,000 |
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| Other current assets |
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(17,000) |
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8,000 |
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| Accounts payable |
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(47,000) |
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116,000 |
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| Accrued expenses |
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(35,000) |
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(23,000) |
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| Accrued interest |
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102,000 |
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66,000 |
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| Accrued payroll and related taxes |
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5,000 |
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(13,000) |
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| Net cash provided by (used in) operating activities |
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143,000 |
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(369,000) |
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| Cash flows from financing activities: |
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| Proceeds from notes payable |
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-- |
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200,000 |
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| Net cash provided by financing activities |
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-- |
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200,000 |
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| Net increase (decrease) in cash |
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143,000 |
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(169,000) |
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| Cash, beginning of period |
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130,000 |
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220,000 |
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| Cash, end of period |
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$ 273,000 |
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$ 51,000 |
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| Supplemental cash flow information: |
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| Cash paid during the period for income taxes |
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$ - |
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$ - |
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| Cash paid during the period for interest |
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$ 7,000 |
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$ - |
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See notes to unaudited condensed consolidated financial statements.
3
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Rounded in thousands)
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. These financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto for the year ended September 30, 2014 included in the Xenonics
Holdings, Inc. (“Holdings”) Form 10-K filing. The results for the interim period are not necessarily indicative of the results for the full fiscal year.
The condensed consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiary, Xenonics,
Inc. (“Xenonics”), collectively, the “Company”.
The Company’s financial statements are prepared using generally accepted accounting principles in the
United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At this time the Company has not yet received pending sufficient orders for its
products to cover its operating costs and meet its obligations as they become due, which raises substantial doubt about its ability to continue as a going concern.
The future of the Company as an operating business will depend on its ability to (1) obtain purchase orders and ship its
products, (2) collect for sales in a timely manner, (3) continue to exercise tight cost controls to conserve cash and attain profitable operations, and (4) obtain sufficient financing as may be required to sustain its operations.
The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to
continue as a going concern. If the Company is unable to obtain adequate revenues and financing, it could be forced to cease operations.
| 3. |
RECENT ACCOUNTING PRONOUNCEMENTS |
The Company reviews new accounting standards as issued. Although some of these accounting standards issued
are effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a
significant impact on its consolidated financial statements.
| 4. |
EARNINGS (LOSS) PER SHARE |
Earnings (loss) per share is computed by dividing the income (loss) available to common shareholders by the
weighted average number of common shares outstanding. Diluted earnings per share is computed similarly to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been
outstanding if the potential additional common shares that were dilutive had been issued. Common share equivalents are excluded from the computation if their effect is anti-dilutive. The Company’s common share equivalents consist of stock
options and warrants.
The diluted earnings per share did not include the dilutive effect, if any, from the potential
exercise of stock options and warrants outstanding using the treasury stock method, because their effect would have been anti-dilutive to the loss in the period. For the three months ended December 31, 2014, the number of unvested stock options
and vested warrants excluded was 10,674,000. Also excluded were 14,014,000 shares that could be issued for convertible debt. For the three months ended December 31, 2013, the number of unvested stock options and vested warrants excluded was
7,187,000. There was no convertible debt as of December 31, 2013.
4
Inventories were comprised of :
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| |
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December 31, |
|
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September 30, |
|
| |
|
2014 |
|
|
2014 |
|
| |
|
(unaudited) |
|
|
|
|
| Raw materials |
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$879,000 |
|
|
|
$ 961,000 |
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| Work in process |
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|
58,000 |
|
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|
50,000 |
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| Finished goods |
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73,000 |
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|
135,000 |
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| Total |
|
|
1,110,000 |
|
|
|
1,145,000 |
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| Less: Current portion |
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|
(566,000) |
|
|
|
(701,000) |
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| Long-term portion |
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$ 444,000 |
|
|
|
$ 444,000 |
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| |
|
|
|
|
|
|
|
|
The preparation of financial statements, in conformity with accounting principles generally accepted in the
United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
5
As of December 31, 2014 the following promissory notes were outstanding. There were no new borrowings
during the quarter ended December 31, 2014.
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| Notes Payable |
|
December 31,
2014 |
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|
September 30,
2014 |
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| Secured note payable maturing on June 23, 2017 bearing interest at
13% per annum |
|
|
$450,000 |
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|
$ 450,000 |
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| Secured note payable maturing on June 23, 2017 bearing interest at 13% per annum |
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500,000 |
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|
500,000 |
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| Secured note payable maturing on June 23, 2017 bearing interest at
13% per annum |
|
|
500,000 |
|
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|
500,000 |
|
| Secured note payable maturing on June 23, 2017, bearing interest at
18% per annum, net of debt discount of $-0- and $2,000 at December 31, 2014 and September 30, 2014, respectively |
|
|
200,000 |
|
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|
198,000 |
|
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| Secured note payable, maturing on June 23, 2017, bearing interest at 10% per annum, net of debt discount of $-0- and $2,000 at December 31, 2014 and September 30, 2014, respectively |
|
|
50,000 |
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|
48,000 |
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| Secured notes payable, maturing on June 23, 2017, bearing interest at 18% per annum |
|
|
50,000 |
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|
|
50,000 |
|
|
|
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| Secured notes payable, maturing on June 23, 2017, bearing interest at 13% per annum |
|
|
525,000 |
|
|
|
525,000 |
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|
|
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| Total long-term notes payable |
|
|
$ 2,275,000 |
|
|
|
$ 2,271,000 |
|
Future payments under long-term notes payable as of December 31, 2014 are as follows:
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|
|
|
|
| 2017 |
|
$ |
2,275,000 |
|
|
|
|
|
|
|
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| Total |
|
$ |
2,275,000 |
|
|
|
|
|
|
| 8. |
SECURED CONVERTIBLE NOTES PAYABLE |
XNNH Secured Convertible Notes Payable
During the year ended September 30, 2014, the Company issued and sold secured convertible notes of the Company in an
aggregate principal amount of $638,000. The convertible promissory notes bear interest at a rate of 13% per annum and are convertible at the option of the holder into common stock of the Company at a conversion rate of $0.07 per share.
Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion
option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $595,000 based on the intrinsic value of
the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to Additional Paid in Capital) and such discount is being amortized
to interest expense using the effective interest rate method over the life of the note. As of December 31, 2014, $523,000 of the note discount remains unamortized. The notes are due three years from issuance and expire through
September 9, 2017.
6
Private Placement Secured Convertible Notes Payable
During the year ended September 30, 2014, the Company issued and sold secured convertible notes of the Company in an
aggregate principal amount of $343,000 through a private placement offering pursuant to a Subscription Agreement. The notes bear interest at 13% per annum and are convertible at the option of the holder thereof into shares of the Company’s
common stock at a conversion rate of $0.07 per share. Additionally, the Company paid commissions of $56,000 and issued to the Placement Agent five-year warrants to purchase 922,902 shares of common stock of the Company at $0.12 per share.
The Company accounted for the Warrants relating to the aforementioned Private Placement in accordance with ASC 815-10,
Derivatives and Hedging. They are marked to market for each reporting period through the consolidated statement of operations. On the closing date, the warrant liabilities were recorded at fair value of $109,000. The value of the warrant
liability as of September 30, 2014 was $151,000 and as of December 31, 2014 was $346,000. As a result of a change in the estimated fair market value of the warrant liability the Company recorded other expense of $195,000 for the quarter
ended December 31, 2014. Such change in the estimated fair value was primarily due to the fluctuation in the Company’s common stock price.
The fair value of the warrants was determined using a path-dependent Monte Carlo simulation based on the following
assumptions: Expected term: 4.4 - 4.7 years, Risk free rate: 1.49% - 1.57%, Volatility: 118% - 120%.
The Company
accounted for the Convertible Notes relating to the aforementioned Private Placement in accordance with ASC 815-10, Derivatives and Hedging. Because the embedded conversion feature in the notes is not indexed to the Company’s stock and is not
classified in stockholders’ equity, they are bifurcated and recorded as liabilities at fair value. They are marked to market each reporting period through the consolidated statement of operations. On the closing date, the derivative
liabilities were recorded at fair value of $547,000. The value of the derivative liability as of September 30, 2014 was $753,000 and as of December 31, 2014 was $1,782,000 As a result of a change in the estimated fair market value of the
derivative liability the Company recorded other expense of $1,029,000 for the quarter ended December 31, 2014. Such change in the estimated fair value was primarily due to the fluctuation in the Company’s common stock price.
The fair value of the embedded derivative was determined using the Monte Carlo simulation based on the following assumptions:
Hazard rate: 31.42%; Volatility: 132% - 133%; Risk free rate: 0.897% - 0.969%.
|
|
|
|
|
|
|
|
|
| Secured Convertible Notes Payable |
|
December 31,
2014 |
|
|
September 30,
2014 |
|
| XNNH Secured Convertible Notes Payable, maturing through September, 2017, bearing interest at 13% per annum, net of debt discount of $523,000 |
|
|
$115,000 |
|
|
|
$65,000 |
|
|
|
|
| Private Placement Secured Convertible Notes Payable, maturing through September, 2017, bearing interest at 13% per annum, net of debt discount of $305,000 |
|
|
38,000 |
|
|
|
9,000 |
|
|
|
|
| Total secured convertible notes payable |
|
|
$153,000 |
|
|
|
$74,000 |
|
Future payments under secured convertible notes payable as of December 31, 2014 are as follows:
|
|
|
|
|
| 2017 |
|
$ |
981,000 |
|
|
|
|
|
|
|
|
| Total |
|
$ |
981,000 |
|
|
|
|
|
|
7
| 9. |
STOCK BASED COMPENSATION |
Stock Options - US GAAP requires that compensation cost relating to share-based payment
arrangements be recognized in the financial statements. US GAAP requires measurement of compensation cost for all employee share-based awards at fair value on date of grant and recognition of compensation over the service period for awards
expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model. Such fair value is recognized as expense over the service period, net of estimated forfeitures.
US GAAP requires that equity instruments issued to non-employees in exchange for services be valued at the more accurate
of the fair value of the services provided or the fair value of the equity instruments issued. For equity instruments issued that are subject to a required service period the expense associated with the equity instruments is recorded as the
instruments vest or the services are provided. The Company has granted options and warrants to non-employees and recorded the fair value of these equity instruments on the date of issuance using the Black-Scholes valuation model. The Company has
granted stock to non-employees for services and values the stock at the more reliable of the market value on the date of issuance or the value of the services provided. For grants subject to vesting or service requirements, expenses are deferred and
recognized over the more appropriate of the vesting period, or as services are provided.
In July 2003, the Company’s
board of directors adopted a stock option plan. Under the 2003 option plan, options to purchase up to 1,500,000 shares of common stock are available for employees, directors, and outside consultants.
In December 2004, the Company’s board of directors adopted a 2004 stock incentive plan. The Company may issue up to
1,500,000 shares of common stock under the 2004 plan and no person may be granted awards during any twelve-month period that cover more than 300,000 shares of common stock.
The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model. There were no
options granted in the three months ended December 31, 2014 and 2013.
Expected volatility is determined based on
historical volatility. Expected life is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of grant. Share-based compensation expense recognized is based on the options ultimately expected to vest. US GAAP requires forfeitures to be estimated at the time of grant and revised, if necessary,
in subsequent periods if actual forfeitures differ from those estimated. Forfeitures were estimated based on the Company’s historical experiences.
A summary of the Company’s stock option activity as of December 31, 2014, and changes during the three months then
ended is presented below:
|
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| |
|
Stock
Options |
|
|
Weighted
Average
Exercise Price |
|
|
Weighted
Average
Contractual
Term (Years) |
|
|
Aggregate
Intrinsic Value * |
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|
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|
|
|
|
|
|
| Outstanding at October 1, 2014 |
|
|
2,315,000 |
|
|
|
$0.18 |
|
|
|
3.44 |
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|
|
|
| Granted |
|
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- |
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- |
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| Exercised |
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- |
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- |
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| Forfeited, Expired or Cancelled |
|
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- |
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- |
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| Outstanding at December 31, 2014 |
|
|
2,315,000 |
|
|
|
$0.18 |
|
|
|
3.19 |
|
|
|
$532,000 |
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| Exercisable at December 31, 2014 |
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- |
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- |
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- |
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$ - |
* |
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* The aggregate intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of
the option. The market value of our stock was $0.41 at December 31, 2014.
None of the outstanding stock options were
vested as of December 31, 2014.
8
There was no compensation expense related to outstanding options for the three
months ended December 31, 2014 and 2013.
Stock warrants – The Company recognizes the value of
stock warrants issued based upon an option-pricing model at their fair value as an expense over the period in which the grants vest from the measurement date, which is the date when the number of warrants, their exercise price and other terms became
certain.
At December 31, 2014 and 2013, 8,259,000 and 7,187,000 warrants were outstanding and 8,259,000 and
7,187,000 warrants were vested, respectively.
During the three months ended December 31, 2014, the Company extended
the due dates for 100,000 outstanding warrants from December 10, 2014 to March 9, 2015. Non-cash compensation expense of $6,000 was recorded for the three months ended December 31, 2014 for this extension. There was no compensation
expense related to outstanding warrants for the three months ended December 31, 2013.
The Company made a comprehensive review of its portfolio of uncertain tax positions in accordance with
recognition standards established for certain tax positions. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return,
that has not been reflected in measuring income tax expense for financial reporting purposes. As of December 31, 2014 and September 30, 2014, the Company does not have a liability for unrecognized tax benefits. The Company
concluded that at this time there are no uncertain tax positions. As of December 31, 2014, the Company does not expect any material changes to unrecognized tax positions within the next twelve months.
The Company recognizes the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets
for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial
statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact our financial position or our results of operations. For the three months ended December 31, 2014, deferred income tax
assets and the corresponding valuation allowance increased by $840,000.
The Company’s 2015 provision for income
taxes primarily relates to state taxes. The difference between the Company’s 2015 effective rate and statutory rate is primarily due to the use of federal net operating losses to offset taxable income. The difference between the
Company’s 2014 effective rate and statutory rate is primarily due to the utilization of net operating losses.
| 11. |
FAIR VALUES, INPUTS AND VALUATION TECHNIQUES FOR FINANCIAL ASSETS AND LIABILITIES DISCLOSURES |
The fair value measurements and disclosure guidance defines fair value and establishes a framework for
measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with this guidance, the
Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique.
The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value
measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
9
The levels of the fair value hierarchy are described below:
| |
• |
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
|
| |
• |
|
Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly, for
substantially the full term of the asset. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active and inputs other than quoted prices that are observable
in the marketplace for the asset. The observable inputs are used in valuation models to calculate the fair value for the asset. |
| |
• |
|
Level 3 inputs are unobservable but are significant to the fair value measurement for the asset, and include situations where there is little, if
any, market activity for the asset. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset. |
The following sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured at fair
value in the balance sheet as of December 31, 2014:
Level 1 - The Company’s cash and cash equivalents are measured using level
1 inputs .
Level 2 - The Company’s embedded derivative liabilities and warrant liabilities are measured on a recurring basis using
Level 2 inputs.
Level 3 - The Company has no Level 3 inputs.
The Company’s embedded derivative liabilities are re-measured to fair value as of each reporting date until the notes are
converted or paid off. See Note 8 above for more information about these liabilities and the inputs used for calculating fair value.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation
inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.
| 12. |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
The Company’s cash and cash equivalents are measured at fair value in the Company’s condensed
consolidated financial statements and are valued using unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs under ASC 820). The fair value of the notes payable is estimated based on current rates
offered to the Company for similar debt of the same remaining maturities.
The Company is occasionally subject to legal proceedings and claims that arise in the ordinary course of
business. It is impossible to predict with any certainty the outcome of pending disputes, and management cannot predict whether any liability arising from pending claims and litigation will be material in relation to the Company’s consolidated
financial position or results of operations.
Management has evaluated all activity through the date that the consolidated financial statements were
issued and concluded that there were no subsequent events that occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.
10
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations (rounded in thousands)
The following discussion and analysis should be read in conjunction with
the condensed consolidated financial statements and accompanying notes filed as part of this report.
Forward-Looking Statements
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as
information contained elsewhere in this report, contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934. These statements include statements regarding the intent, belief or current expectations of us, our directors or our officers with respect to, among other things: anticipated financial or operating results, financial projections, business
prospects, future product performance and other matters that are not historical facts. The success of our business operations is dependent on factors such as the impact of competitive products, product development, commercialization and technology
difficulties, the results of financing efforts and the effectiveness of our marketing strategies, general competitive and economic conditions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
Actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including as a result of the factors described in the “Risk Factors” section of our most recent Annual Report on
Form 10-K. We do not undertake any obligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.
Results of Operations
Three-months ended
December 31, 2014 compared to the three-months ended December 31, 2013
We operate in the security
lighting systems and night vision industries, and the majority of our revenues are derived from sales of our illumination products and our SuperVision night vision product to various customers.
Revenues: Revenues for the quarter ended December 31, 2014 were $468,000 compared to revenues of $63,000
for the quarter ended December 31, 2013. In the quarter ended December 31, 2014, 100% of revenues were from sales of our NightHunter products to the military (U.S. Army, U.S. Marines and military distributors) and -0-% were from sales of
SuperVision units. In the quarter ended December 31, 2013, 73% of revenues were to the military market and 27% were from sales of SuperVision units.
Cost of Goods and Gross Profit: Cost of goods consists of the cost of manufacturing our NightHunter and
SuperVision products.
The gross profit percentages were 38% and 40% for the quarters ended December 31, 2014 and
2013, respectively. The decrease in the gross profit percentage was caused by a change in the product mix which has varying margins.
Selling, General and Administrative: Selling, general and administrative expenses decreased by $11,000 to
$404,000 for the quarter ended December 31, 2014 as compared to $415,000 for the quarter ended December 31, 2013. The decrease is primarily attributed to lower consulting fees of $11,000.
Research & Development: Research and development expenses decreased by $25,000 to $102,000 for the
quarter ended December 31, 2014 compared to $127,000 for the quarter ended December 31, 2013. The decrease is primarily attributed to a lower allocation of engineering expenses of $27,000.
Other Expenses: For the quarter ended December 31, 2014 Other expenses include a derivative loss of
$1,224,000, compared to none for quarter ended December 31, 2013. Derivative liabilities were recorded during 2014 for new three-year convertible notes totaling $343,000 that include variable conversion elements and warrant liabilities.
11
The derivative loss for the quarter ended December 31, 2014 was caused by the increase in
the Company’s common stock price from $0.21 per share at September 30, 2014 to $0.41 per share at December 31, 2014.
Interest expense for the quarter ended December 31, 2014 was $112,000 compared to $84,000 for the quarter ended
December 31, 2013. The increase of $28,000 is attributed to the increase in interest for additional notes payable and debt discount amortization for the new convertible notes payable.
Net Loss: Higher revenues for the quarter ended December 31, 2014 were offset by the significant increases
in Other expenses that account for the net loss of $1,758,000 compared to the net loss of $602,000 for the quarter ended December 31, 2013.
Liquidity and Capital Resources
As of December 31, 2014, the Company had negative working capital of $392,000 and a current ratio of 0.7 to 1 as compared
to working capital of $39,000 and a current ratio of 1.03 to 1 as of September 30, 2014.
Long term liabilities
include derivative liabilities of $2,128,000 for the 2014 three-year convertible notes totaling $343,000. These notes include variable conversion elements and warrant liabilities. The notes are convertible into common stock at $0.07 per share. If
the notes are converted into common stock, the derivative liabilities would be eliminated.
Significant sources of cash
provided by operating activities during the first three months of the current year included a decrease in accounts receivable of $430,000 and a decrease in inventories of $135,000, offset by a decrease in accounts payable of $47,000 and a decrease
in accrued expenses of $35,000. Cash provided by operating activities totaled $143,000 for the three months ended December 31, 2014.
Based on the amount of working capital that we had on hand on December 31, 2014 and the amount of unfilled and potential
orders we have pending, we are optimistic about our ability to obtain sales orders and/or additional equity or debt financing to continue to support planned operations and satisfy obligations. However, due to the nature of our business, there is no
assurance that we will receive new orders during the quarters that we expect them and although management believes it can obtain additional financing, there is no certainty that it can.
| ITEM 3. |
Quantitative and Qualitative Disclosures about Market Risk |
Not applicable
| ITEM 4. |
Controls and Procedures |
The Company’s management conducted an
evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness as of the end of the period covered by this quarterly report of the Company’s disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2014, which is the end of the period covered by this quarterly report.
Based upon our evaluation, we also concluded that there was no change in our internal control over financial reporting during
our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
12
PART II. OTHER INFORMATION
|
|
|
Exhibit
Number |
|
Description |
|
|
| 31.1 |
|
Certification of the Chairman of the Board and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
| 31.2 |
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
| 32.1 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act |
|
|
| 32.2 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act |
|
|
| 101 |
|
The following financial information from the Quarterly Report on Form 10-Q of Xenonics Holdings, Inc. for the quarter ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (1) Condensed
Consolidated Balance Sheets as of December 31, 2014 (unaudited) and September 30, 2014; (2) Condensed Consolidated Statements of Operations for the three months ended December 31, 2014 and 2013 (unaudited); (3) Condensed
Consolidated Statements of Cash Flows for the three months ended December 31, 2014 and 2013 (unaudited); and (4) Notes to Unaudited Condensed Consolidated Financial Statements. |
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
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|
XENONICS HOLDINGS, INC. |
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| Date: February 17, 2015 |
|
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By: |
|
/s/ Alan P. Magerman |
|
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|
|
Alan P. Magerman |
|
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|
|
Chairman of the Board |
|
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|
|
|
|
Chief Executive Officer |
|
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|
| Date: February 17, 2015 |
|
|
|
By: |
|
/s/ Richard S. Kay |
|
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|
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|
|
Richard S. Kay |
|
|
|
|
|
|
Chief Financial Officer |
14
EXHIBIT 31.1
Certification of the Chairman of the Board and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
I, Alan P. Magerman, certify that:
| |
1. |
I have reviewed this Quarterly Report on Form 10-Q of Xenonics Holdings, Inc.; |
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting. |
|
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|
|
| Date: February 17, 2015 |
|
|
|
/s/ Alan P. Magerman
|
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|
|
Alan P. Magerman |
|
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|
|
Chairman of the Board Chief
Executive Officer |
EXHIBIT 31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
I, Richard S. Kay, certify that:
| |
1. |
I have reviewed this Quarterly Report on Form 10-Q of Xenonics Holdings, Inc.; |
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting. |
|
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|
|
| Date: February 17, 2015 |
|
|
|
/s/ Richard S. Kay |
|
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|
Name: Richard S. Kay |
|
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|
|
Title: Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer
of Xenonics Holdings, Inc (the “Company”) hereby certifies that, to his knowledge:
(i)
The Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d),
as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
|
|
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|
|
| Dated: February 17, 2015 |
|
|
|
/s/ Alan P. Magerman |
|
|
|
|
|
|
Alan P. Magerman |
|
|
|
|
|
|
Chairman of the Board |
|
|
|
|
|
|
Chief Executive Officer |
|
|
EXHIBIT 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer
of Xenonics Holdings, Inc (the “Company”) hereby certifies that, to his knowledge:
(i)
The Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d),
as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
| Dated: February 17, 2015 |
|
|
|
/s/ Richard S. Kay |
|
|
|
|
Richard S. Kay |
|
|
|
|
Chief Financial Officer |
Xenonics (CE) (USOTC:XNNHQ)
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