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Management's Discussion and Analysis of Financial Condition and
Results of Operations
This document includes statements that may constitute forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution readers regarding certain forward-looking statements in this document, press releases, securities filings, and all other documents and communications. All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q ("Report") are forward looking. The words "believes," "anticipates," "estimates," "expects," and words of similar import, constitute "forward-looking statements." While we believe in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks. As a result of such risks, our actual results could differ materially from those expressed in any forward-looking statements made by, or on behalf of, our company. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks and uncertainties set forth in our Annual Report on Form 10-K, as well as in other documents we file with the Securities and Exchange Commission ("SEC").
The following information has not been audited. You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements included in this report.
OVERVIEW OF THE COMPANY
We design and market to business customers digital watermarking, streaming video and video-on-demand (VOD) systems, services and source-to-destination digital media delivery solutions that allow live or recorded digitized and compressed video to be transmitted through Internet, intranet, satellite or wireless connectivity. The Companys systems, services and delivery solutions include digital watermark solutions and video content production, content encoding, media asset management, media and application hosting, multi-mode content distribution, transaction data capture and reporting, e-commerce, specialized engineering services, and Internet streaming hardware.
The Companys products and services are based on its media delivery infrastructure and software. It has developed a number of specific products and services. These include MediaSentinel and SmartMarks, a process that watermarks digital video content; StreamHQ, a collection of source-to-destination media delivery services marketed to businesses; EncodeHQ, a service that digitizes and compresses analog-source video; hardware server and encoder system applications under the brand name Hurricane Mediacaster; ZMail, a service that delivers Web and rich media content to targeted audiences, and mediaClix, a service that delivers content similar to Zmail but originating from an existing Web presence.
As more fully discussed below we have not been profitable, and our revenues for the six-months ended June 30, 2012 were $23,527. We cannot predict our revenue levels for the next 3 months, or thereafter, nor when, or if, our operations will become profitable. We will require additional financing, both for the next 3 months and thereafter, to continue to operate and expand our business. There is no assurance that such financing will be available on commercially reasonable terms, if at all.
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We have established the following near-term business objectives:
Patent and license new technology developed within the corporate research and development program;
Attain industry recognition for the superior architectural, functional, and business differentiators of our MediaSentinel™ architecture;
Demonstrate proof of concept on a commercial project with MediaSentinel™ architecture;
Establish StreamHQ™ as the industry standard in the streaming video and rich media marketplace;
Expand StreamHQ™ functionality to provide enhanced support for corporate training and education markets.
CRITICAL ACCOUNTING POLICIES (AND ESTIMATES)
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those related to customer programs and incentives, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, impairment or disposal of long-lived assets, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We have identified the policies below as critical to our business operations and to the understanding of our financial results. The impact and any associated risks related to these policies on our business operations is discussed throughout managements discussion and analysis of financial condition and results of operations where such policies affect our reported and expected financial results:
Impairment or disposal of long-lived assets;
Accounting for stock-based compensation; and
Commitments and contingencies.
REVENUE RECOGNITION. Revenue is recognized for digital water marking based on a contracted usage schedule on a monthly billing cycle. Software revenue and other services are recognized in accordance with the terms of the specific agreement, which is generally upon delivery and when accepted by customer. Maintenance, support and service revenue are recognized ratably over the term of the related agreement. In order to recognize revenue, we must not have any continuing obligations and it must also be probable that we will collect the accounts receivable.
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IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. Long-lived assets are reviewed in accordance with ASC Topic 360-10-05. Impairment or disposal of long-lived assets losses are recognized in the period the impairment or disposal occurs.
DEFERRED TAXES. We record a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the amount may not be realized.
ACCOUNTING FOR STOCK-BASED COMPENSATION. Under ASC Topic 718, Stock Compensation (formerly referred to as SFAS No. 123(R)), the Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The amount of expense attributed is based on estimated forfeiture rate, which is updated based on actual forfeitures as appropriate. This option pricing model requires the input of highly subjective assumptions, including the expected volatility of the Companys common stock, pre-vesting forfeiture rate and an options expected life. The financial statements include amounts that are based on the Companys best estimates and judgments.
COMMITMENTS AND CONTINGENCIES. We account for commitments and contingencies in accordance with ASC Topic 450 Contingencies (formerly referred to as financial accounting standards board Statement No. 5, Accounting for Contingencies). We record a liability for commitments and contingencies when the amount is both probable and reasonably estimable.
RESULTS OF OPERATIONS
Sales for the six-month period ended June 30, 2012 and June 30, 2011 were $23,527 and $18,000, respectively. Sales for the three-month period ended June 30, 2012 and June 30, 2011 were $14,527 and $9,000, respectively. Revenues from one customer were generated from Software License Agreement from our Smartmark™ Software.
Cost of Sales
The cost of sales for the six months ended June 30, 2012 was $4,289 as compared to $2,700 for the comparable period in 2011. For the three-month period ended June 30, 2012, the cost of sales was $2,939 as compared to $1,350 for the comparable period in 2011. Costs are the royalties and commissions on our video watermarking license agreement.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, consisting of product marketing expenses, consulting fees, office, professional fees and other expenses to execute our business plan and for our day-to-day operations, increased in the six months ending June 30, 2012. We have a contract for our Smartmark™ Software and delivered acceptable release to start billing and delivered additional server licenses. Product marketing costs increased due to managements decision to market to additional companies. Professional and filing fees increased due to the changes in the reverse split of our stock. Administrative expenses have increased as a result.
Selling, general and administrative expenses for the three months ended June 30, 2012 increased by $13,347 to $53,683 from $40,336 for the three months ended June 30, 2011. The increase was the result
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of expenses incurred related to marketing expenses, professional fees, filing fees and transfer agent. For the six months ended June 30, 2012 the costs increased by $43,287 to $120,440 from $77,153 for the comparable period in 2011. The increase was the result of expenses incurred related to marketing expenses, professional fees, filing fees and transfer agent.
Product marketing costs for the six months ended June 30, 2012, increased to $29,243 from $1,386 for the comparable period in 2011. We incurred increased costs in 2012 due to managements decision to expand the companys customer base.
Professional fees for the six months ended June 30, 2012, increased to $21,160 from $13,668 for the comparable period in 2011. We incurred increased costs in 2012 due to costs associated with the company stock split.
Transfer agent fees for the six months ended June 30, 2012, increased to $17,550 from $9,618 for the comparable period in 2011. We incurred increased costs in 2012 due to costs associated with the company stock split.
Salaries and fees for the six months ended June 30, 2012 and 2011 were $-0-. No costs were incurred due to management and employee reductions.
We have arranged for additional staff and consultants to engage in marketing activities in an effort to identify and assess appropriate market segments, develop business arrangements with prospective partners, create awareness of new products and services, and communicate to the industry and potential customers. Other components of selling, general and administrative expense did not change significantly.
To date, we have not achieved profitability and expect to incur substantial losses for the foreseeable future. Our net loss for the six -months ended June 30, 2012 was $204,183, compared with a net loss of $136,853 for 2011.
Liquidity and Capital Resources
At June 30, 2012 our cash position was $9,594, a decrease of $90,239 from December 31, 2011. We had a working capital deficit of $695,433 and an accumulated deficit of $39,451,071 at June 30, 2012.
We have historically satisfied our capital needs primarily by issuing equity securities to our officers, directors, employees and a small group of investors, and from short-term bridge loans from members of management. During the six-months ended June 30, 2012, no proceeds were received from officers, directors, employees and a small group of investors, or from short-term bridge loans from members of management.
We will require additional financing to fund current operations through fiscal 2012. We have historically satisfied our capital needs primarily by issuing equity securities. We will require an additional $0.75 million to $1.25 million to finance operations through fiscal 2012 and we intend to seek such financing through sales of our equity securities.
Assuming the aforementioned $0.75 million to $1.25 million in financing is obtained, we believe that continuing operations for the longer term will be supported through anticipated licensing revenues and through additional sales of our securities. We have no binding commitments or arrangements for
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additional financing, and there is no assurance that we will be able to obtain any additional financing on terms acceptable to us, if at all.
OFF-BALANCE SHEET ARRANGEMENTS
We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.
Quantitative and Qualitative Disclosures About Market Risk
We believe our exposure to overall foreign currency risk is not material. We do not manage or maintain market risk sensitive instruments for trading or other purposes and we are not exposed to the effects of interest rate fluctuations as we do not carry any long-term debt.
We report our operations in US dollars and our currency exposure, although considered by us as immaterial, is primarily between US and Canadian dollars. Exposure to other currency risks is also not material as international transactions are settled in US dollars. Any future financing undertaken by us will be denominated in US dollars. As we increase our marketing efforts, the related expenses will be primarily in US dollars. At June 30, 2012, 65% of our bank deposits are maintained in U.S. dollars.
Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
No system of controls can prevent errors and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur. Controls can also be circumvented by individual acts of some people, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Subject to the limitations above, management believes that the consolidated financial statements and other financial information contained in this report, fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented.
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Based on the evaluation of the effectiveness of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were not effective as a result of the weaknesses in the design of our internal control over financial reporting.
Item 1A. Risk Factors
A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. These factors continue to be meaningful for your evaluation of our company and we urge you to review and consider the risk factors presented in the Form 10-K. There have been no material changes to these risks presented in the Form 10-K.
Changes in Securities and Use of Proceeds
In January 2012, the Company issued 800,000 shares of common stock pursuant to the notes payable issued on December 1, 2011. The notes owned received a 20% bonus interest that is amortized over the life of the loan. The total bonus interest is $117,948. Bonus interest to related parties was $106,153 and to investors was $11, 795.
Defaults Upon Senior Securities.
Removed and Reserved.
Exhibits and Reports on Form 8-K
Section 302 Certification under Sarbanes-Oxley Act of 2002 of Rowland Perkins (Chief Executive Officer).
Section 302 Certification under Sarbanes-Oxley Act of 2002 of Anton J. Drescher (Chief Financial Officer).
Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Rowland Perkins (Chief Executive Officer).
Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Anton J. Drescher (Chief Financial Officer).
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.
*To be filed
Reports on Form 8-K
At the annual and special meeting held on December 30, 2011, Tom Perovic and Ron Wages were appointed as directors and Rowland Perkins was appointed as President and Chief Executive Officer. We completed the alteration of our share capital by way of a reverse stock split on a fifteen old for one new common share basis, reducing the our authorized share capital from 500,000,000 common shares without par value to 33,333,333 common shares without par value, and the issued and outstanding common shares from 191,596,371 to 12,773,091 common shares issued and outstanding; completed a subsequent alteration of our share capital by increasing our authorized capital from 33,333,333 common shares without par value to 500,000,000 common shares without par value; and changed our name from "USA Video Interactive Corporation" to "Oculus VisionTech Inc."
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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.
OCULUS VISIONTECH INC.
Dated: August 20, 2012
By: /s/ Anton J. Drescher
Name: Anton J. Drescher
Title: Chief Financial Officer