Tom Heckman
Analyst · SWS Financial. Please go ahead with you question
Sure Stan, thank you, and thanks to everyone joining us today. First of all I wanted to let you know that typically we have the Form 10-Q on file before the call. We are unable to get that done this year. It will be on file with the SEC this afternoon and I encourage everybody to please go there and take a look. It’s a more complete picture of the quarter and what’s going on with the company, than what I will go through. I’ll keep my comments fairly brief here and open it up to questions in a little while, because I’m sure people have questions as to what happened in the financial statements, in particular the P&L during the third quarter. Quite frankly, I look at the P&L in two separate distinct areas; first of all the operating income or loss and then the non-operating income or loss. And unfortunately the non-operating income or loss was huge this quarter and it’s primarily related to almost a $5 million loss, related to derivative liabilities and the convertible note future. That is a very, very complex convoluted and confusing set of accounting literature out there, and quite frankly I struggle with economically what it’s portraying in our financials. If you step back and look at what we did and how the accounting accounted for it, it seems it diverged a little bit from common logical sense. But if you step back, back in March of this year, we were trading between $3, $4, $5 a share and we attracted a $2 million convertible note with an outside investor. The convert price and the warrant price were heavy premiums to the market at that time. I think it was 885 convert and $10 on warrant. So in fact, we thought we did a pretty good of getting the premium on the convert and the warrant price rather that just going ahead and issuing the stock directly to them, which we probably could have done at the discount of the market. It would have costs the company money in essence if we would have issued stock instead of the convertible note. Fast forward, Ferguson happened, the civil unrest happened there, all kinds of crazy things started happening to our stock. We reached $33 a share in September and because of those increases in the market value of our stock versus the convert future and the warrant future pricing, the accounting rules required us to reflect that as a loss in our financial statements. It does not mean we got any less money, it doesn’t mean we had to pay any money, it was meaningless to the financial statements from a cash flow stand point, but the accounting rules made us account for the difference between those two prices as a loss. And let me give you some figures as to how sensitive this thing is and how arbitrary it is. The outside investor exercised their warrants or some of their warrants on September 2. That happened to be our 52-week high; we close at $33.41 that day. If they had done that the day before it was $23.04, so we would’ve saved over $1 million in this accounting non-cash charge that we took. If it happened the day after we close at $18.66, so that would be what, a $1.4 million less of a charge. If it was done today, the charge would only be $0.5 million. So as you can see, it just moves around everywhere and it’s very arbitrary. It’s really meaningless from a cash flow standpoint to the company. We’ve got our money, we’ve got our money back in March and then again in August and unfortunately the accounting rules are the way they are and it’s reflected in our financials. So in any event, I hope that clarifies a little bit as to what happened on the non-operating line. It’s very hard to explain and very hard to understand. I realize that and I appreciate your understanding there. From an operating standpoint, actually I think we’ve got some good things to talk about. Revenues year-over-year were up a couple of $100,000. Our gross profit margins were down just a tab, 54% to 53% year-over-year for the three months and 58% to 56% for the nine months year-over-year. Quite frankly I’m glad it was only that, because in the third quarter we went ahead and made the decision to obsolete and reserve some of our prior version boards and product that was not wireless capable. So we went ahead and reserved those. Took a $250,000, $300,000 hit in the margin because of that and went ahead and got that behind us. So given that charge – absent that charge, we would have actually improved our gross margin for the quarter. From an operating and SG&A expense line, the major increase there is really our legal expenses. I think hopefully everybody is aware or at least know of the Utility Associates Litigation that we are involved with. There is some litigation with Mr. Gans, an ex-Director and there is also a litigation going on with DragonEye regarding some laser product that he sold us, so those are ongoing matters. I’m pleased to say that we believe they are all trending very positively for us and in particular the utility associate’s litigation. We’ve received word during the quarter that the patent offices accepted our challenge of utilities patent, and in fact they came out and in their opinion said that they are persuaded on the evidence that we have a high likelihood of invalidating, I think 15 or 16 claims of their patents, so that’s very positive. At this point now utility has to go defend their patent in patent court and then also the civil litigation we have against them, because of their, in my view egregious acts of targeting our customers and creating fear out there by threatening our customers with litigation or what have you in terms of their patent that we think will get invalidated, it is going on. So we think that that also bodes well. We did hear that the jurisdictional appeal that we applied to the U.S. court of appeals was granted with. They are going to have a hearing on it to determine whether the jurisdictional issues should stay in Kansas or otherwise. But bear in mind guys that this litigation with the utilities was not our marking. These were egregious acts in our view that utility perpetrated upon our customers and other customers in the industry and we had to defend those. That was a lion’s share of the litigation expense for the quarter. We believe now that we’ve gotten patent office to relook at that patent and also the separate impact and meaningful impact on the civil litigation, this thing is going to go in our direction fairly quickly. So this was an abnormal quarter for us litigation wise and we hope not to repeat that in the fourth quarter. That was again around $350,000, $400,000, which was our total increase in SG&A budget for the quarter, our actual over last year. So between those two, if we had not written off the older version boards and had a normal quarter of litigation, then we would have had a small loss $200,000 or $300,000, probably positive EBITDA at that point as well. So in terms of looking in the fourth quarter, I’m happy to report that as we sit here today, half way through the fourth quarter, we are between shipments already shipped and firm backlog on the books that will ship shortly. We are already over $3.2 million in revenue for the fourth quarter. So we’ve got a very good start to the fourth quarter. We were hoping that that trend continues, but obviously that’s not a sure thing at this point. Our international revenues I think were somewhat disappointing in the first nine months and in particular the three months ended September 30, but hopefully you guys saw the press releases that were out. We got PO’s, purchase orders from our Mexican distributor of over $1.4 million in the fourth quarter and we’ve already shipped 550,000 of those PO’s and we expect the remainder to come in over the next 12, 15 months or so. So I think things are turning around in terms of the international revenues as well. So, with that I’ll send it back to Stan.