UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from [                     ] to [                     ]

 

Commission file number 333-177463 

 

 

AudioEye, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		20-2939845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5210 East Williams Circle, Suite 750, Tucson, Arizona		85711
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code:  866-331-5324

 

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 last 90 days. Yes x   No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x     No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o		Smaller reporting company	x
Emerging growth company	o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of August 14, 2017, 112,564,118 shares of the registrant’s common stock were issued and outstanding.

 

 

  

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016 (unaudited)	2
	Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016 (unaudited)	3
	Consolidated Statement of Stockholders’ (Deficit) Equity for the six months ended June 30, 2017 (unaudited)	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
SIGNATURES		27

 

  

PART I — FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

The financial information set forth below with respect to the financial statements as of June 30, 2017 and 2016 and for the three and six month periods ended June 30, 2017 and 2016 is unaudited. This financial information, in the opinion of our management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three and six month periods ended June 30, 2017 are not necessarily indicative of results to be expected for any subsequent period. Our fiscal year end is December 31.

 

  

AUDIOEYE, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

		June 30,				December 31,
		2017				2016
ASSETS
Current assets:
Cash		$	408,877			$	1,409,418
Accounts receivable, net			253,954				44,645
Marketable securities, held in related party			1,200				1,200
Prepaid expenses and other current assets			24,487				19,560
Total current assets			688,518				1,474,823
Property and equipment, net			14,994				-
Intangible assets, net			2,072,071				2,313,249
Goodwill			700,528				700,528
Total assets		$	3,476,111			$	4,488,600
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	104,740			$	245,677
Notes and loans payable, current			11,800				23,800
Related party payables			17,535				32,118
Derivative liabilities			4,344,252				3,478,626
Deferred rent			5,415				207
Deferred revenue			852,050				386,485
Total current liabilities			5,335,792				4,166,913
Long term liabilities:
Convertible note, net of debt discount of $42,674			7,326				-
Deferred rent			8,472				14,450
Total liabilities			5,351,590				4,181,363
Stockholders' (deficit) equity:
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, 160,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016			2				2
Common stock, $0.00001 par value, 250,000,000 shares authorized, 112,564,118 and 111,512,001 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively			1,126				1,115
Additional paid-in capital			34,963,577				34,124,181
Accumulated deficit			(36,840,184	)			(33,818,061	)
Total stockholders' (deficit) equity			(1,875,479	)			307,237
Total liabilities and stockholders' (deficit) equity		$	3,476,111			$	4,488,600

 

See Notes to Unaudited Consolidated Financial Statements

 

  

 

AUDIOEYE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		Three months ended June 30,								Six months ended June 30,
		2017				2016				2017				2016
Revenues		$	684,224			$	186,859			$	1,118,731			$	311,561
Cost of revenue			440,033				297,764				781,075				592,572
Gross profit (loss)			244,191				(110,905	)			337,656				(281,011	)
Operating expenses:
Selling and marketing			337,156				194,201				616,883				317,567
Research and development			49,267				84,996				93,969				170,613
General and administrative			615,528				821,898				1,353,209				1,292,923
Amortization and depreciation			147,921				139,835				293,409				278,373
Total operating expenses			1,149,872				1,240,930				2,357,470				2,059,476
Operating loss			(905,681	)			(1,351,835	)			(2,019,814	)			(2,340,487	)
Other income (expense):
Unrealized (loss) gain on derivative liabilities			(1,264,962	)			70,908				(954,189	)			(3,341,151	)
Unrealized loss on marketable securities			-				(900	)			-				(900	)
Loss on settlement of debt			-				(1,664,281	)							(1,664,281	)
Other income			-				750								750
Interest income (expense), net			(48,284	)			(566,282	)			(48,120	)			(676,447	)
Total other income (expense)			(1,313,246	)			(2,159,805	)			(1,002,309	)			(5,682,029	)
Net loss			(2,218,927	)			(3,511,640	)			(3,022,123	)			(8,022,516	)
Dividend on Series A Convertible preferred stock			(20,000	)			(18,125	)			(40,000	)			(40,000	)
Net loss available to common stockholders		$	(2,238,927	)		$	(3,529,765	)		$	(3,062,123	)		$	(8,062,516	)
Net loss per common share-basic and diluted		$	(0.02	)		$	(0.04	)		$	(0.03	)		$	(0.09	)
Weighted average common shares outstanding-basic and diluted			112,371,472				98,295,458				112,129,095				90,006,306

 

See Notes to Unaudited Consolidated Financial Statements

 

  

AUDIOEYE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY

SIX MONTHS ENDED JUNE 30, 2017

(unaudited)

 

																		Additional
		Common stock								Preferred stock								Paid-in				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance, December 31, 2016			111,512,001			$	1,115				160,000			$	2			$	34,124,181			$	(33,818,061	)		$	307,237
Common stock sold for cash			357,143				4				-				-				49,996				-				50,000
Common stock issued for services			166,672				2				-				-				24,999				-				25,001
Common stock issued in exchange for exercise of warrants on a cashless basis			528,302				5				-				-				(5	)			-				-
Reclassify fair value of liability warrants issued in connection with sale of common stock			-				-				-				-				(6,062	)			-				(6,062	)
Reclassify fair value of liability warrants exercised			-				-				-				-				184,569				-				184,569
Warrants and options issued for services			-				-				-				-				483,816				-				483,816
Restricted stock units issued in payment of accrued compensation			-				-				-				-				102,083				-				102,083
Net loss			-				-				-				-				-				(3,022,123	)			(3,022,123	)
Balance, June 30, 2017			112,564,118			$	1,126				160,000			$	2			$	34,963,577			$	(36,840,184	)		$	(1,875,479	)

 

See Notes to Unaudited Consolidated Financial Statements

 

  

AUDIOEYE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

		Six months ended June 30,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		$	(3,022,123	)		$	(8,022,516	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			293,409				278,373
Amortization of debt discounts			7,326				600,301
Bad debt expense			358				-
Non cash interest expense associated with derivative warrants			39,944				-
Option, warrant, RSU and PSU expense			571,316				688,292
Stock issued for services			25,001				28,458
Unrealized loss on marketable securities			-				900
Loss on change in derivative liabilities			954,189				3,341,151
Loss on settlement of debt			-				1,664,281
Changes in operating assets and liabilities:
Accounts receivable			(209,667	)			(3,547	)
Other current assets			(4,927	)			-
Accounts payable and accruals			(140,937	)			93,439
Deferred rent			(770	)			-
Deferred revenue			465,565				355,659
Related party payables			-				(93,938	)
Net cash (used in) operating activities			(1,021,316	)			(1,069,147	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment			(16,255	)			-
Cash paid for intellectual property			(50,970	)			(40,972	)
Net cash (used in) investing activities			(67,225	)			(40,972	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and warrants for cash			50,000				1,579,082
Issuance of convertible note payable			50,000				-
Repayments of notes payable			(12,000	)			(12,000	)
Net cash provided by financing activities			88,000				1,567,082
Net (decrease) increase in cash			(1,000,541	)			456,963
Cash-beginning of period			1,409,418				1,687,257
Cash-end of period		$	408,877			$	2,144,220
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
Non cash investing and financing activities:
Reclassify fair value of liability warrants from equity to liability upon issuance		$	6,062			$	218,786
Reclassify fair value of liability warrants from liability to equity upon exercise		$	184,569			$	-
Debt discount originated from derivative feature of warrants attached to note		$	50,000			$	-
Common stock issued in settlement of convertible notes payable and accrued interest		$	-			$	1,078,123
Warrants issued in settlement of convertible notes and accrued interest		$	-			$	1,541,678
Restricted stock units issued in payment of accrued compensation		$	14,583			$	-
Common stock issued for cashless exercise of warrants		$	5			$	-
Common stock issued on conversion of preferred stock		$	-			$	9

 

See Notes to Unaudited Consolidated Financial Statements

 

  

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements of AudioEye, Inc. and its wholly-owned subsidiary (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2017.

 

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2016 as reported in the Company’s Annual Report on Form 10-K have been omitted.

 

Corporate Information and Background

 

AudioEye, Inc. was formed as a Delaware corporation on May 20, 2005. The Company focuses on providing its customers with the most complete and inclusive web accessibility solution available. The Company’s suite of technologies allows its customers to provide their site visitors with an enhanced web experience. When implemented, the Company believes its solutions offer businesses the opportunity to reach more customers, improve brand image, and build additional brand loyalty. In addition, the Company’s solutions provide organizations with the ability to comply with internationally accepted web content accessibility guidelines (WCAG) as well as United States, Canadian and United Kingdom accessibility laws.

 

Revenue Recognition

 

Revenue is recognized when all applicable recognition criteria have been met, which generally include (a) persuasive evidence of an existing arrangement; (b) fixed or determinable price; (c) delivery has occurred or service has been rendered; and (d) collectability of the sales price is reasonably assured. For software and technology development contracts the Company recognizes revenues on a percentage of completion method based upon several factors including but not limited to (a) estimate of total hours and milestones to complete; (b) total hours completed; (c) delivery of services rendered; (d) change in estimates; and (e) collectability of the contract.

 

The Company had three major customers including their affiliates which generated approximately 39% (18%, 11% and 10%) of its revenue in the three months ended June 30, 2017.

 

The Company had two major customers including their affiliates which generated approximately 30% (17% and 13%) of its revenue in the six months ended June 30, 2017.

 

At June 30, 2017, the Company had three customers representing 29%, 25% and 12% (an aggregate of approximately 66%) of the outstanding accounts receivable.

 

Certain Software as a Service (SaaS) are prepared and invoiced on an annual basis. Any funds received for hosting services not provided yet are held in deferred revenue, and are recorded as revenue when earned.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

 

Stock based compensation

 

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash.

 

Derivative Instrument Liability

 

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges.

 

On October 9, 2015, the Company issued convertible promissory notes representing $2,500,000 in aggregate principal together with warrants exercisable for up to 25,000,000 shares of the Company’s common stock. The warrants have a strike price of $0.10 and term of 5 years. Also, on April 11, 2017, pursuant to the terms of the purchase agreement entered into in connection with the convertible promissory notes and warrants issued on October 9, 2015, the Company issued an additional $50,000 convertible promissory note together with warrants exercisable for up to 500,000 shares of the Company’s common stock on the same terms and conditions as the convertible promissory notes and warrants issued by the Company on October 9, 2015.

 

In addition, in 2016 and the six months ended June 30, 2017, in connection with the sale of the Company’s common stock, the Company issued warrants exercisable for up to 1,792,000 shares of the Company’s common stock. The warrants have a strike price of $0.25 and a term of 5 years.

 

In accordance with ASC 815, these outstanding warrants are deemed to be derivatives. The value of the derivative instrument will fluctuate with the price of the Company’s common stock and is recorded as a current liability on the Company’s Consolidated Balance Sheets. The change in the value of the liability is recorded as “unrealized gain (loss) on derivative liability” on the Consolidated Statements of Operations. This is a non-cash income (expense) item and is adjusted in the “operating activities” of the Consolidated Statements of Cash Flow. At June 30, 2017 and December 31, 2016, the derivative liability was stated at $4,344,252 and $3,478,626, respectively. The change in fair value of $954,189 was driven by the increased value of the Company’s common stock in the period and recorded as the “Loss on change in derivative liability” in the Consolidated Statements of Operations for the six months ended June 30, 2017. As the warrants are exercised or expire, the derivative liability will be adjusted on the balance sheet and an adjustment will be reflected in stockholders equity under additional paid-in capital.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

Fair Value Measurements

 

Fair value is an estimate of the exit price, representing the amount that would be received to upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under generally accepted accounting principles provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: 

 

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

 

Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

 

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

 

In October and November 2015 and April 2017, the Company issued warrants with an exercise price of $0.10 in connection with a convertible debt instruments. The five year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $0.10 per share. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company’s own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value.

 

The Company estimated the fair value of these derivative warrants at initial issuance and again at each balance sheet date. The changes in fair value are recognized in earnings in the Consolidated Statements of Operations under the caption “unrealized gain/(loss) – derivative liability” until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value and as of the dates of issuance, the price of the Company stock ranged $0.031 to $0.187, volatility was estimated to be 102% to 172%, the risk free rate ranged 1.14% to 1.79% and the remaining term was 5 years.

 

In 2016 and the six months ended June 30, 2017, the Company issued warrants with an exercise price of $0.25 in connection with the sale of the Company’s common stock. The five year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $0.25 per share. The Company determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to the Company’s own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value.

 

The Company estimated the fair value of these derivative warrants at initial issuance and again at each balance sheet date. The changes in fair value are recognized in earnings in the Consolidated Statements of Operations under the caption “unrealized gain/(loss) – derivative liability” until such time as the derivative warrants are exercised or expire. The Company used the Black-Scholes Option Pricing model to estimate the fair value and as of the dates of issuance, the price of the Company stock ranged $0.152 to $0.195, volatility was estimated to be from 169% to 178%, the risk free rate ranged 1.22% to 1.87% and the remaining term was 5 years. The estimated initial fair value of these warrants of $280,777 during 2016 and $6,062 during the six months ended June 30, 2017 was reclassified from equity to liability at the date of issuance.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

On May 2, 2017, a warrant holder exercised a warrant to acquire 1,000,000 shares of the Company’s common stock under a cashless provision. The Company used the Black-Scholes Option Pricing model to estimate the fair value and as of the date of exercise, the price of the Company stock was $0.20, volatility was estimated at 171%, the risk free rate of 1.45% and the remaining term was 3.4 years. The estimated initial fair value of the warrant of $184,569 was reclassified from liability to equity at the date of exercise.

 

At June 30, 2017, the price of the Company stock was $0.181, volatility was estimated to be 169.7%, the risk free rate from 1.55% to 1.89% and the remaining term ranged from 3.29 to 4.78 years. As of June 30, 2017, the fair value of the warrants was determined to be $4,344,252, resulting in an unrealized loss on the change in the fair value of this derivative liability of $1,264,962 and $954,189 for the three and six months ended June 30, 2017, respectively.

 

The following are the Company’s assets and liabilities, measured at fair value on a recurring basis, as of June 30, 2017 and December 31, 2016:

 

						Fair Value
		Fair Value				Hierarchy
Assets
Marketable securities, June 30, 2017		$	1,200				Level 1
Marketable securities, December 31, 2016		$	1,200				Level 1
Liabilities
Derivative Liability, June 30, 2017		$	4,344,252				Level 3
Derivative Liability, December 31, 2016		$	3,478,626				Level 3

 

Recent Accounting Pronouncements

 

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this ASU, recharacterizes the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception.

 

Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11on its financial statements.

 

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

 

As of June 30, 2017, the Company had cash of $408,877 and a working capital deficit of $4,647,274, principally due to the inclusion of non-cash derivative liability recorded in current liabilities. Excluding the derivative liability, the Company’s working capital deficit would have been $303,022. In addition, the Company used actual net cash in operations of $1,021,316 during the six months ended June 30, 2017. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

  

During the six months ended June 30, 2017, the Company sold shares of common stock and warrants for net proceeds, after commissions and other costs, of $50,000. In addition, in April 2017, the Company issued a convertible promissory note for net proceeds of $50,000. It is anticipated that the Company has cash sufficient to fund operations through September 2017.

 

The Company expects that cash used in operations will decrease significantly over the next several years as the Company executes its business plan. In the event that the Company is not able to fully achieve its plan, the Company may need to raise additional funds through equity or debt financing. If the Company is unsuccessful in raising additional financing, it will need to reduce costs and operations in the future.

 

Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

Property and equipment as of June 30, 2017 and December 31, 2016 is summarized as follows:

 

		June 30, 2017				December 31, 2016
Computer equipment		$	41,733			$	25,478
Less accumulated depreciation			(26,739	)			(25,478	)
Property and equipment, net		$	14,994			$	-

 

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful life of 3 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

 

The Company spent $16,255 in purchase of equipment during six months ended June 30, 2017. Depreciation expense was $814 and $1,261 for the three and six months ended June 30, 2017 and 2016, respectively; and $0 for the three and six months ended June 30, 2016.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

NOTE 4 — RELATED PARTY TRANSACTIONS

 

Dr. Carr Bettis, Executive Chairman and Chairman of Board of Directors

 

As of June 30, 2017 and December 31, 2016, the Company owed Dr. Bettis $5,992 and $20,575 in accrued salary, respectively. In addition, AudioEye sub-leases office space in Scottsdale, Arizona for certain Company employees, including Todd Bankofier, CEO, from Verus Analytics, Inc, a company in which Dr. Bettis has a controlling interest. As the Company has taken on more employees, the sub-lease amount has increased from $500 per month to $1,084 per month totaling $3,252 and $4,752 for the three and six months ended June 30, 2017, respectively; and $1,500 and $3,000 for the three and six months ended June 30, 2016. The amount of $0 was due as of June 30, 2017 and December 31, 2016. At June 30, 2017 and December 31, 2016, an estimated $8,000 was due and accrued to Dr. Bettis for unreimbursed travel related expenses.

 

Sean Bradley, President, Chief Technology Officer, and Secretary

 

As of June 30, 2017 and December 31, 2016, the Company owed Sean Bradley $3,543 in accrued salary. 

 

Other

 

The Company holds 60,000 shares in Peartrack Security Systems, formerly Ecologic Transportation, as of June 30, 2017, resulting from the conversion of a $60,000 accounts receivable balance in 2014. Peartrack Security Systems is an entity whose Executive Chairman was former Company director, Edward Withrow III.

 

In summary, as of June 30, 2017 and December 31, 2016, the total balances of related party payables were $17,535 and $32,118, respectively.

 

NOTE 5 — INTANGIBLE ASSETS

 

For the six months ended June 30, 2017, the Company invested in software development and patents in the amounts of $50,970 and $-0- respectively; and $0 and $40,972 for the six months ended June 30, 2016, respectively.

 

Prior to December 31, 2015, patents, technology and other intangibles with contractual terms were generally amortized over their estimated useful lives of ten years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

 

Software development costs are amortized over their estimated useful life of three years.

 

Prior to any impairment adjustment, intangible assets consisted of the following:

 

		June 30,				December 31,
		2017				2016
Patents		$	3,697,710			$	3,697,710
Capitalized software development			672,537				621,567
Accumulated amortization			(2,298,176	)			(2,006,028	)
Intangible assets, net		$	2,072,071			$	2,313,249

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

Amortization expense for patents totaled $93,648 and $185,230 for the three and six months ended June 30, 2017, respectively; and $94,076 and $186,855 for the three and six months ended June 30, 2016, respectively. Amortization expense for software development totaled $53,459 and $106,918 for the three and six months ended June 30, 2016, respectively; and $45,759 and $91,518 for the three and six months ended June 30, 2016, respectively.

 

Total amortization expense totaled $292,148 and $278,373 for the six months ended June 30, 2017 and 2016, respectively.

 

NOTE 6 — NOTES PAYABLE

 

As of June 30, 2017 and December 31, 2016, the Company has short term and long term notes payable of $11,800 and $7,326 and $23,800 and $0, respectively as shown in the table below. 

 

Notes and loans payable		June 30, 2017				December 31, 2016
Short Term
Maryland TEDCO		$	11,800			$	23,800
Total		$	11,800			$	23,800
Long Term
Convertible Secured Note (net of unamortized discounts of $42,674 in 2017)		$	7,326				-
Total		$	7,326			$	-

 

Maryland TEDCO

 

As of December 31, 2012, the Company had an outstanding loan to a third party in the amount of $74,900, which was originally issued during 2006 as part of an Investment Agreement. The loan was unsecured and bore interest at 25% per year for four years. The Company had accrued interest of $74,900, which was included in accounts payable and accrued expenses on the consolidated balance sheets. The note was in default until October 24, 2011, at which time the Company entered into a Termination and Release Agreement (“Release”) with the third party. The terms of the Release, among other things, terminated the Investment Agreement between the parties, and required the Company to issue a Promissory Note to the third-party in the combined amount of principal and accrued interest to date, for a total principal amount of $149,800. The note is interest free, and is payable in monthly installments of $2,000 beginning November 1, 2011. As of June 30, 2017 and December 31, 2016, the principal amount owing was $11,800 and $23,800, respectively, all of which is current. The Company has paid $12,000 for the six months ended June 30, 2017.

 

Convertible Secured Note

 

On April 11, 2017, the Company issued a convertible promissory note in the principal amount of $50,000 (the “Note”) and warrant (the “Warrant”) to purchase 500,000 shares of common stock of the Company. The Note and Warrant were issued in connection with an election granted under our October 9, 2015 Note and Warrant Purchase Agreement (the “October 2015 Purchase Agreement”) whereby any investor in the October 2015 Purchase Agreement within the three-year period immediately following the initial closing date, may purchase an additional note in the principal amount equal to 50% of the principal amount of the initial note purchased by such investor at previous closings and an additional warrant with an aggregate exercise price equal to such investor’s the principal amount of such additional note.

 

The Note bears interest at 10% and matures the earlier of October 9, 2018 or after the occurrence an event of default (as defined in the Note). In the event of any conversion, all interest shall be also converted into equity and shall not be payable in cash.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

If the Company sells equity securities in a single transaction or series of related transactions for cash of at least $1,000,000 (excluding the conversion of the Note and excluding the shares of common stock to be issued upon exercise of the warrants) on or before the maturity date, all of the unpaid principal on the Note plus accrued interest shall be automatically converted at the closing of the equity financing into a number of shares of the same class or series of equity securities as are issued and sold by the Company in such equity financing (or a class or series of equity securities identical in all respects to and ranking pari passu with the class or series of equity securities issued and sold in such equity financing) as is determined by dividing (i) the principal and accrued and unpaid interest amount of the Note by (ii) 60% of the price per share at which such equity securities are issued and sold in such equity financing.

 

The Warrant is exercisable at $0.10 per share and expires 5 years following the date of issuance. The Warrant is subject to anti-dilution protection, subject to certain customary exceptions.

 

The estimated fair value of the issued warrant of $89,944 was charged as a debt discount up to the net proceeds of the note ($50,000) and the excess ($39,944) recorded as current period interest expense. The Company amortized $7,326 of the debt discount to current period operations as interest expense.

 

NOTE 7 — STOCKHOLDERS’ EQUITY

 

As of June 30, 2017 and December 31, 2016, the Company had 112,564,118 and 111,512,001 shares of common stock issued and outstanding, respectively, and the Company had 160,000 shares of Series A Convertible Preferred Stock issued at $10 per share, paying a 5% cumulative annual dividend and convertible at 0.1754 per share of common stock.

 

In January 2017, the Company sold 357,143 shares of common stock of the Company and 40,000 warrants to purchase the Company’s common stock to an accredited investor for net proceeds of $50,000.  The warrants have a term of five years, an exercise price of $0.25 per share and are subject to anti-dilution protection, as defined.

 

In January 2017, the Company issued 41,666 shares of its common stock in payment for consulting services at a fair value of $6,625.

 

In February 2017, the Company issued 41,666 shares of its common stock in payment for consulting services at a fair value of $5,333.

 

In March 2017, the Company issued 41,666 shares of its common stock in payment for consulting services at a fair value of $5,917.

 

In April 2017, the Company issued 41,674 shares of its common stock in payment for consulting services at a fair value of $7,126.

 

In May 2017, the Company issued 528,302 shares of its common stock upon the cashless exercise of outstanding warrants to purchase 1,000,000 shares of common stock.

 

Options

 

As of June 30, 2017 and December 31, 2016, the Company has outstanding options to purchase 25,777,057 and 25,731,207 shares of common stock, respectively.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

																		Intrinsic
										Wtd Avg.								Value
		Number of				Wtd Avg.				Remaining								of
		Options				Exercise Price				Term				Exercisable				Options
Outstanding at December 31, 2016			25,731,207			$	0.20				3.34				15,091,366			$	1,161,244
Granted			200,000				0.15				5.00								-
Forfeited/Expired			(754,150	)			0.29
Outstanding at June 30, 2017			25,177,057			$	0.19				2.90				16,243,311			$	1,732,960

 

On January 17, 2017, the Company granted 100,000 options, which vest 50% after one year and 2.08% every month thereafter, have an exercise price of $0.159, and expire on January 17, 2022. The value on the grant date of the options was $11,119.

 

On March 10, 2017, the Company granted 100,000 options, which vest 50% after one year and 2.08% every month thereafter, have an exercise price of $0.145, and expire on March 10, 2022. The value on the grant date of the options was $12,541.

 

Option grants during the six months ended June 30, 2017 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 2.50 to 3.50 years, expected volatility of 169.46% to 175.56%, risk free interest rate of 1.42% to 1.66%, and expected dividend yield of 0%.

 

At June 30, 2017, the Company was obligated, but had not issued, an aggregate of 1,250,000 employee options (1,000,000 of which to a board director) with an exercise price of $0.166 per share and expiring five years from date of issuance. The Company accrued $138,009 as stock based compensation for the vesting portion to current period operations.

 

For the three and six months ended June 30, 2017 and 2016, total stock compensation expense related to the options totaled $257,619 and $425,033 and $414,031 and $540,119, respectively.

 

The outstanding unamortized stock compensation expense related to options was $229,174 (which will be recognized through March 2020) as of June 30, 2017.

 

Warrants

 

Below is a table summarizing the Company’s outstanding warrants as of June 30, 2017 and December 31, 2016:

 

														Intrinsic
										Wtd Avg.				Value
		Number of				Wtd Avg.				Remaining				of
		Warrants				Exercise Price				Term				Warrants
Outstanding at December 31, 2016			63,433,041			$	0.15				3.55			$	3,662,610
Granted			790,000				0.11				4.37
Exercised			(1,000,000	)			0.10
Forfeited/Expired			(100,000	)			0.35
Outstanding at June 30, 2017			63,123,041			$	0.15				3.06			$	5,541,366

 

In January 2017, the Company issued 40,000 warrants with an exercise price of $0.25 in connection with the sale of the Company’s common stock. The five year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $0.25 per share.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

In January 2017, in exchange for services rendered, the Company issued 250,000 warrants to purchase shares of the Company’s common stock with an exercise price of $0.12 per share that vested immediately. The fair value on the grant date of the warrants was $29,433.

 

In April 2017, the Company issued 500,000 warrants with an exercise price of $0.10 in connection with issuance of a convertible note. The five year warrants also contain a provision that the warrant exercise price will automatically be adjusted for any common stock equity issuances at less than $0.10 per share. (Note 6)

 

The warrant grants for services during the six months ended June 30, 2017 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 3.0 years, expected volatility of 175.64%, risk free interest rate of 1.48%, and expected dividend yield of 0%.

 

For the three and six months ended June 30, 2017 and 2016, the Company has incurred warrant-based expense of $14,733 and $58,783 and $58,483 and $148,173, respectively. The outstanding unamortized stock compensation expense related to warrants was $18,335 (which will be recognized through March 2018) as of June 30, 2017.

 

Restricted stock units (“RSU”)

 

The following table summarizes the restricted stock unit activity for the six months ended June 30, 2017:

 

Restricted stock units issued as of January 1, 2017			1,252,620
Granted			1,330,851
Total Restricted stock units issued at June 30, 2017			2,583,471
Vested at June 30, 2017			-
Unvested restricted stock units as of June 30, 2017			2,583,471

  

On February 23, 2017, the Company granted 402,297 RSUs for accrued and unpaid compensation for the period from December 1, 2016 through March 31, 2017 in the amount of $58,333. The RSUs vest upon the satisfaction of both of the following conditions: (i) recipient remains in service to the Company continuously through and until June 30, 2017, and (ii) the Company undergoes a change of control during the seven-year term of the award.

 

On June 22, 2017, the Company granted 253,554 RSUs for accrued and unpaid compensation for the period from April 1, 2017 through June 30, 2017 in the amount of $43,750. The RSUs vest upon the satisfaction of both of the following conditions: (i) recipient remains in service to the Company continuously through and until July 1, 2017, and (ii) the Company undergoes a change of control during the seven-year term of the award.

 

In connection with the issuance of the above described RSUs as payment for accrued compensation, the Company reclassified to equity the settled an aggregate salary accrual of $102,083 during the six months ended June 30, 2017. Out of the total settled accrued salary during six months ended June 30, 2017, $14,583 was for the compensation accrued as of December 31, 2016 and $87,500 was for compensation expense earned during the six months ended June 30, 2017.

 

On June 22, 2017, the Company granted 665,000 RSUs for services provided by a board member. The RSUs vest upon the satisfaction of both of the following conditions: (i) recipient remains in service to the Company continuously through and until July 1, 2018, and (ii) the Company undergoes a change of control during the seven-year term of the award.

 

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 (Unaudited)

 

NOTE 8 — COMMITMENTS AND CONTINGENCIES

 

Litigation

 

In April 2015, two shareholder class action lawsuits were filed against the Company and former officers Nathaniel Bradley and Edward O’Donnell in the U.S. District Court for the District of Arizona. The plaintiffs alleged various causes of action against the defendants arising from our announcement that our previously issued financial results for the first three quarters of 2014 and the guidance for the fourth quarter of 2014 and the full year of 2014 could no longer be relied upon. The complaints sought among other relief, compensatory damages and plaintiff’s counsel’s fees and experts’ fees. The Court appointed a lead plaintiff and lead counsel, and consolidated the actions. A consolidated amended complaint was filed under the caption In re AudioEye, Inc. Sec. Litigation. The Company and individual defendants filed a motion to dismiss. 

 

On July 25, 2016, in connection with a voluntary mediation, the parties reached an agreement in principle to settle the consolidated actions. The terms of the agreement include a settlement payment to the class of $1,525,000 from the Company’s insurer, with no admission of liability by any party. In 2015, the Company paid a deductible under its D&O insurance policy in the amount of $100,000 regarding this matter. On May 8, 2017, the Court approved the settlement in all respects, and dismissed the case with prejudice.

 

On July 26, 2016, a shareholder derivative complaint entitled Denese M. Hebert, derivatively on Behalf of Nominal Defendant AudioEye, Inc., v. Bradley, et al., was filed in the State of Arizona Superior Court for Pima County. The complaint generally asserted causes of action related to the Company’s restatement of its financial statements for the first three fiscal quarters of 2014. As a derivative complaint, the plaintiff-shareholder purported to act on behalf of the Company against the Named Individuals. The Company was named as a nominal defendant.

 

The defendants filed a motion to dismiss, which the Court granted on May 8, 2017, while also denying Plaintiff’s request for leave to amend the complaint. While the Company believes that its legal defense costs may be reimbursed by the Company’s insurance carrier, no reasonable estimate of the outcome of the litigation, the related legal fees, or the impact on the financial results of the Company can be made as of the date of this statement.

 

We may become involved in various other routine disputes and allegations incidental to our business operations. While it is not possible to determine the ultimate disposition of these matters, our management believes that the resolution of any such matters, should they arise, is not likely to have a material adverse effect on our financial position or results of operations.

 

NOTE 9 — SUBSEQUENT EVENTS

 

On July 10, 2017, the Company granted an aggregate of 1,250,000 options to purchase the Company’s common stock at an exercise price of $0.166 per share for five years. 1,000,000 of the issued options vest immediately, with the remaining vesting at 50% on the one year anniversary and 1/24^th over the following 12 months.

 

On August 10, 2017, the Company granted 415,000 RSUs to each of Alexander Zyngier, Ernest Purcell and Anthony Coelho for their continued service on the Board of Directors. Such RSUs vest upon the first to occur of the following: (i) April 30, 2018 provided that the director’s service with the Company has not terminated prior to such date and (ii) the date of a meeting of the stockholders of the Company at which the director, being willing and available to serve as a director, is nominated for election but is not reelected by the stockholders (the “Vesting Condition”). Such RSUs that vest under the Vesting Condition shall be settled on the earlier of April 30, 2024 or immediately prior to the closing of a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) (the “Settlement Condition”). The Company further granted 40,000 RSUs to each of Ernest Purcell and Alexandre Zyngier for their continued service as the chairs of committees of the Board of Directors, in each case subject to both the Vesting Condition and Settlement Condition. In addition, the Company amended all outstanding RSUs previously granted by the Company (the “Existing RSUs”) to provide that the Existing RSUs shall vest the first to occur of the following: (i) the date that the applicable Continuous Service (as defined in the applicable Company incentive compensation plan) period is complete, provided that the applicable director’s, or employee’s, as the case may be, service with the Company has not terminated prior to such date and (ii) in the case of awards to directors, the date of a meeting of the stockholders of the Company at which such director, being willing and available to serve as a director, is nominated for election but is not reelected by the stockholders.  As amended by the Compensation Committee, any vested Existing RSUs shall be settled on the earlier of immediately prior to the expiration of such vested Existing RSU or immediately prior to the closing of a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations or MD&A, should be read in conjunction with our consolidated financial statements and related notes in Part I, Item 1 of this report.

 

As used in this quarterly report, the terms “we,” “us,” “our” and similar references refer to AudioEye, Inc. and our wholly-owned subsidiary, unless otherwise indicated.

 

Cautionary Note Regarding Forward-Looking Statements

 

Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to, those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the year ended December 31, 2016. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

 

Overview

 

AudioEye is a marketplace leader providing web accessibility solutions for our clients’ customers through our Ally Platform Products. Our technology advances accessibility with patented technology solutions that reduce barriers, expand access for individuals with disabilities, and enhance the user experience for a broader audience of users. When implemented, we believe that our solutions offer businesses the opportunity to reach more customers, improve brand image, and build additional brand loyalty.  In addition, our solutions help organizations comply with internationally accepted Web Content Accessibility Guidelines (WCAG) as well as US, Canadian, Australian, and United Kingdom accessibility laws.

 

We generate revenues through the sale of subscriptions of our software as a service (SaaS) technology platform, called the AudioEye Ally Platform, to website owners, publishers, developers, and operators and through the delivery of managed services combined with the implementation of the AudioEye solution. Our solutions have been adopted by some of the largest and most influential companies in the world. Our customers span disparate industries and target market verticals, which encompass (but are not limited to) the following categories: human resources, finance, transportation, media, and education. Government agencies have also integrated our software in their digital platforms.

 

The AudioEye Solution

 

AudioEye uses proprietary technology and development tools to offer web accessibility solutions that offer significant savings in time and money relative to traditional solutions. Our compliance solutions focus on rapid remediation of the most important accessibility issues, followed by in-depth analysis identifying and addressing a more comprehensive compliance program. Our technology was built to not only provide users with a cloud-based assistive toolset that gets embedded and made freely available to users within our client websites, but to also improve the code in a way that optimizes the user experience for users of existing third-party assistive technologies, such as screen readers.

 

 

Intellectual Property

 

Our technology development was initiated at the University of Arizona Science & Technology Park in Tucson, Arizona. In 2006, we received technology development venture funding from the Maryland Technology Development Corporation (TEDCO), which contributed to the development of our platform strategy. Beginning in 2009, we engaged in a multi-year technology development program with the Eller College of Management’s Department of Management Information Systems at the University of Arizona.  In connection with our proprietary technology, our company has been issued a number of U.S. patents in two distinct patent families.  Today, an experienced team of in-house engineers, designers, and developers in our Atlanta, GA, and Tucson, AZ, offices develop the Company’s technology & software and are actively engaged in the expansion of the AudioEye IP Portfolio.

 

Our patented technology was a 2013 Edison Gold Award winner for innovation in the category of “Quality of Life.”

 

Our intellectual property is primarily comprised of trade secrets, trademarks, issued and pending patents, copyrights and technological innovation. We have a patent portfolio comprised of six patents issued in the United States, we have received a notice of allowance from the U.S. Patent and Trademark Office for a seventh patent, and we have several additional patents that are either pending or are being prepared for filing in the United States and internationally.

 

Our current patented invention relates to a server-side method and apparatus that enables users to audibly navigate websites and hear high-quality streaming audio narration and descriptions of websites.  This patented invention involves creating an audio-enabled web experience by utilizing voice talent and automated text-to-speech conversion methods to read and describe web content. It involves the creation of audio files for each section within a website, and then assigning a hierarchy and navigation system in line with the website design.  To implement the system, a script is installed across the pages of the website and, when loaded, it plays an audible tone upon a user’s visit indicating that the website is enhanced with our proprietary technology.  Upon hearing the tone, a user presses a key on the keyboard to enter the audible website.  Audible narration is played through the user’s computer, reading text and describing non-text information, such as images.  The narration includes menus for navigating the site which have a hierarchy in line that of the original website.  Users navigate the website menus and move from webpage to webpage by making keystrokes or using a mouse.

 

Our current portfolio has established a foundation for building unique technology solutions that contribute to the way in which we differentiate ourselves from other competitors in the B2B Web Accessibility marketplace. We plan to continue to invest in research and development, and expand our portfolio of proprietary intellectual property.

 

Our Annual Report filed on Form 10-K for the year ended December 31, 2016 provides additional information about our business and operations.

 

Results of Operations

 

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”). The discussion of the results of our operations compares the three and six months ended June 30, 2017 with the three and six months ended June 30, 2017 and are not necessarily indicative of the results which may be expected for any subsequent period.  Our prospects should be considered in light of the risks, expenses and difficulties encountered by companies in similar positions.  We may not be successful in addressing these risks and difficulties.

 

 

 

Comparative for the Three Months ended June 30, 2017 and June 30, 2016

 

Results of Operations

 

		Three Months Ended
		June 30,
		2017				2016
Revenue		$	684,224			$	186,859
Cost of sales			440,033				297,764
Gross profit (loss)			244,191				(110,905	)
Operating expenses:
Selling & marketing			337,156				194,201
Research & development			49,267				84,996
General and administrative expenses			615,528				821,898
Amortization & depreciation			147,921				139,835
Total operating expenses			(1,149,872	)			(1,240,930	)
Operating loss			(905,681	)			(1,351,835	)
Unrealized (loss) gain on derivative liabilities			(1,264,962	)			70,908
Unrealized loss on marketable securities			-				(900	)
Loss on settlement of debt			-				(1,664,281	)
Other income			-				750
Interest income/(expense)			(48,284	)			(566,282	)
Net (loss)			(2,218,927	)			(3,511,640	)
Deemed dividend on Series A Convertible preferred stock			(20,000	)			(18,125	)
Net loss attributable to common stockholders		$	(2,238,927	)		$	(3,529,765	)
Net loss per common share – basic and diluted			(0.02	)			(0.04	)
Weighted average common shares outstanding – basic and diluted			112,371,472				98,295,458

 

Revenue

 

For the three months ended June 30, 2017 and 2016, revenue was $684,224 and $186,859, respectively, consisting primarily of revenues from various levels of licensing, website design and maintenance. Revenues increased due to a change of marketing focus.

 

Cost of Sales

 

For the three months ended June 30, 2017 and 2016, cost of sales was $440,033 and $297,764, respectively, consisting primarily of sub-contracting to outside sources, direct labor and direct technology costs.

 

Gross Profit (Loss)

 

An increase in our revenues resulted in a gross profit of $244,191 for the current period, as compared to a gross loss of $110,905 during the three months ended June 30, 2016. Gross profit increased as a result of lower implementation costs as compared to the same period in 2016.

 

Selling and Marketing Expenses

 

Selling and marketing expenses were $337,156 and $194,201 for the three months ended June 30, 2017 and 2016, respectively.  The increase resulted from the higher sales activity in 2017 as compared to 2016.

 

 

Research and Development Expenses

 

Research and development expenses were $49,267 and $84,996 for three months ended June 30, 2017 and 2016, respectively. Research and development expenses decreased from period to period and reflect continued developments of our product.

 

General and Administrative Expenses

 

General and administrative expenses were $615,528 and $821,898 for the three months ended June 30, 2017 and 2016, respectively. General and administrative expenses decreased $206,370 due primarily to reduction in stock based compensation and decrease in service provider costs. Stock based compensation for the three months ended June 30, 2017 was $279,478 as compared to $450,972 for the same period last year.

 

Amortization and Depreciation

 

Amortization and depreciation expenses were $147,921 and $139,835 for the three months ended June 30, 2017 and 2016, respectively. The increase in expense was primarily related to added patent costs in later 2016 and 2017.

 

Gain (Loss) on change in Fair Value of Derivative Liabilities

 

In October 2015, 2016 and 2017, we issued warrants with an embedded reset provisions requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a loss of $1,264,962 on change in fair value of derivative liabilities for the three months ended June 30, 2017 as compared to a gain of $70,908 for the same period last year. The primary driver of the change in our derivative liability is our stock price. Generally, as our stock price increases, the liability increases resulting in a larger non-cash loss for the period to period change.

 

Loss on settlement of Debt

 

In April 2016, we issued common stock warrants in settlement of convertible debt and accrued interest. As such, we incurred a non-cash loss on debt settlement between the estimated fair value of the issued warrants and the carrying value of the debt and accrued interest of $1,664,281 for the three months ended June 30, 2016.

 

Interest Income (Expense), net

 

Interest income (expense), net during the three months ended June 30, 2017 was $(48,284) compared to $(566,282) for the three months ended June 30, 2016. For 2017, we incurred non cash interest charges and amortization of debt discounts relating to our issued notes of $39,644 and $7,326, respectively, as compared to 2016 of $0 and $506,898, respectively.

 

 

Comparative for the Six Months ended June 30, 2017 and June 30, 2016

 

Results of Operations

 

		Six Months Ended
		June 30,
		2017				2016
Revenue		$	1,118,731			$	311,561
Cost of sales			781,075				592,572
Gross profit (loss)			337,656				(281,011	)
Operating expenses:
Selling & marketing			616,883				317,567
Research & development			93,969				170,613
General and administrative expenses			1,353,209				1,292,923
Amortization & depreciation			293,409				278,373
Total operating expenses			(2,357,470	)			(2,059,476	)
Operating loss			(2,019,814	)			(2,340,487	)
Unrealized loss on derivative liabilities			(954,189	)			(3,341,151	)
Unrealized loss on marketable securities			-				(900	)
Loss on settlement of debt			-				(1,664,281	)
Other income			-				750
Interest income/(expense)			(48,120	)			(676,447	)
Net (loss)			(3,022,123	)			(8,022,516	)
Deemed dividend on Series A Convertible preferred stock			(40,000	)			(40,000	)
Net loss attributable to common stockholders		$	(3,062,123	)		$	(8,062,516	)
Net loss per common share – basic and diluted			(0.03	)			(0.09	)
Weighted average common shares outstanding – basic and diluted			112,129,095				90,006,306

 

Revenue

 

For the six months ended June 30, 2017 and 2016, revenue was $1,118,731 and $311,561, respectively, consisting primarily of revenues from various levels of licensing, website design and maintenance. Revenues increased due to a change of marketing focus.

 

Cost of Sales

 

For the six months ended June 30, 2017 and 2016, cost of sales was $781,075 and $592,572, respectively, consisting primarily of sub-contracting to outside sources, direct labor and direct technology costs.

 

Gross Profit (Loss)

 

An increase in our revenues resulted in a gross profit of $337,656 for the current period, as compared to a gross loss of $281,011 during the six months ended June 30, 2016. Gross profit increased as a result of lower implementation costs as compared to the same period in 2016.

 

Selling and Marketing Expenses

 

Selling and marketing expenses were $618,883 and $317,567 for the six months ended June 30, 2017 and 2016, respectively.  The increase resulted from the higher sales activity in 2017 as compared to 2016.

 

 

Research and Development Expenses

 

Research and development expenses were $93,969 and $170,613 for six months ended June 30, 2017 and 2016, respectively. Research and development expenses decreased from period to period and reflect continued developments of our product.

 

General and Administrative Expenses

 

General and administrative expenses were $1,353,209 and $1,292,923 for the six months ended June 30, 2017 and 2016, respectively. General and administrative expenses increased $60,286 due primarily to increases in support staff and service providers, net with a reduction in stock based compensation. Stock based compensation for the six months ended June 30, 2017 was $596,317 as compared to $716,750 for the same period last year.

 

Amortization and Depreciation

 

Amortization and depreciation expenses were $293,409 and $278,373 for the six months ended June 30, 2017 and 2016, respectively. The increase in expense was primarily related to added patent costs in later 2016 and 2017.

 

Loss on change in Fair Value of Derivative Liabilities

 

In October 2015, 2016 and 2017, we issued warrants with an embedded reset provisions requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a loss of $954,189 on change in fair value of derivative liabilities for the six months ended June 30, 2017 as compared to a loss of $3,341,151 for the same period last year. The primary driver of the change in our derivative liability is our stock price. Generally, as our stock price increases, the liability increases resulting in a larger non-cash loss for the period to period change.

 

Loss on settlement of Debt

 

In April 2016, we issued common stock warrants in settlement of convertible debt and accrued interest. As such, we incurred a non-cash loss on debt settlement between the estimated fair value of the issued warrants and the carrying value of the debt and accrued interest of $1,664,281 for the six months ended June 30, 2016.

 

Interest Income (Expense), net

 

Interest income (expense), net during the six months ended June 30, 2017 was $(48,120) compared to $(676,447) for the six months ended June 30, 2016. For 2017, we incurred non cash interest charges and amortization of debt discounts relating to our issued notes of $39,644 and $7,326, respectively, as compared to 2016 of $0 and $600,301, respectively.

 

Contracts in Process/Revenue Recognition

 

Under current accounting procedures, the Company only recognizes revenue on new contracts for the actual services delivered in the period under the following criteria: (i) the contract has been signed and delivered to the Company; (ii) the services have been performed or delivered; and (iii) the client has been billed for the services delivered. The Company does not record deferred revenues for new contracts until the first payment for services has been received. The Company only records accounts receivable for the amount of revenue recognized as service is rendered, even if the client has been billed for the entire contract value. The table below summarizes the amount of contract value in excess of the revenue recognized of $2,235,544, our deferred revenue of $852,050 and amount recognized in the amount of $1,118,731 in 2017. Contract and deferred revenues are expected to be recognized in future periods. The Company also receives contracts for service hours but whose total contract value is uncertain. These “fee for service contracts” are recorded in the table below only if the services have been delivered and the associated revenue has been recognized.

 

 

A summary of our contracts in process is as follows:

 

		Contracts in Process
		June 30, 2017
						Revenue				Revenue Recognized				Deferred				Contract Amount in Excess of Deferred
		Contract				Recognized				6 Months Ended				Revenue				Revenue and
		Amount				prior to 2017				June 30, 2017				June 30, 2017				Recognized Revenue
Fixed Contracts		$	4,813,838			$	607,513			$	1,118,731			$	852,050			$	2,235,544
Fee for Service Contracts			-								-
		$	4,813,838			$	607,513			$	1,118,731			$	852,050			$	2,235,544

 

Liquidity and Capital Resources

 

Working Capital

 

		At June 30,				At December 31,
		2017				2016
Current Assets		$	688,518			$	1,474,823
Current Liabilities			5,335,792				4,166,913
Working Capital (Deficit)		$	(4,647,274	)		$	(2,692,090	)

  

The working capital (deficit) (current liabilities in excess of current assets) for the periods ended June 30, 2017 and December 31, 2016 was $(4,647,274) and $(2,692,090) respectively. The increase in working capital deficit was primarily due to decrease in our cash of $1,000,541, increase in derivative liability of $865,626 and deferred revenue of $465,565 net with a decrease in accounts payable and accrued expenses of $140,937 and decrease in accounts receivable of $209,667. Adjusting for the non-cash derivative liability, working capital deficit would have been $303,022 at June 30, 2017. In addition, the Company used actual net cash in operations of $1,021,316 during the six months ended June 30, 2017. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company expects that cash used in operations will decrease significantly over the next several years as the Company executes its business plan. In the event that the Company is not able to fully achieve its plan, the Company may need to raise additional funds through equity or debt financing. If the Company is unsuccessful in raising additional financing, it will need to reduce costs and operations in the future.

 

Cash Flows

 

		For the six months ended
		June 30,
		2017				2016
Net Cash (Used in) Operating Activities		$	(1,021,316	)		$	(1,069,147	)
Net Cash (Used in) Investing Activities			(67,225	)			(40,672	)
Net Cash Provided by Financing Activities			88,000				1,567,082
Decrease  (Increase) in Cash		$	(1,000,541	)		$	456,963

  

We had cash in the amount of $408,877 and $1,409,418 as of June 30, 2017 and December 31, 2016, respectively.

 

 

On January 12, 2017, we entered into a Common Stock and Warrant Purchase Agreement with an investor for the issuance and sale of 357,143 shares of common stock of the Company and warrants to purchase up to an aggregate of 40,000 shares of common stock of the Company, representing $50,000 of proceeds. The warrants are exercisable at $0.25 per share for five years from the date of issuance and subject to anti-dilution protection as defined.

 

On April 11, 2017, the Company issued a convertible promissory note in the principal amount of $50,000 (the “Note”) and warrant (the “Warrant”) to purchase 500,000 shares of common stock of the Company. The Note and Warrant were issued in connection with an election granted under our October 9, 2015 Note and Warrant Purchase Agreement (the “October 2015 Purchase Agreement”) whereby any investor in the October 2015 Purchase Agreement within the three-year period immediately following the initial closing date may purchase an additional note in the principal amount equal to 50% of the principal amount of the initial note purchased by such investor at previous closings and an additional warrant with an aggregate exercise price equal to such investor’s the principal amount of such additional note.

 

The Note bears interest at 10% and matures the earlier of October 9, 2018 or after the occurrence an event of default (as defined in the Note). In the event of any conversion, all interest shall be also converted into equity and shall not be payable in cash.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States. Preparing financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by our management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

 

Our critical accounting policies, as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, relate to capitalized legal patent costs, income taxes, goodwill, intangible assets, share-based payments, revenue recognition, and research and other accounting descriptions. There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As required under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2017. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of June 30, 2017 were not effective, for the same reasons as previously disclosed under Item 9A. “Controls and Procedures” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2016. 

 

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-(f) of the Exchange Act) that occurred during the our last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In April 2015, two shareholder class action lawsuits were filed against the Company and former officers Nathaniel Bradley and Edward O’Donnell in the U.S. District Court for the District of Arizona. The plaintiffs alleged various causes of action against the defendants arising from our announcement that our previously issued financial results for the first three quarters of 2014 and the guidance for the fourth quarter of 2014 and the full year of 2014 could no longer be relied upon. The complaints sought among other relief, compensatory damages and plaintiff’s counsel’s fees and experts’ fees. The Court appointed a lead plaintiff and lead counsel, and consolidated the actions. A consolidated amended complaint was filed under the caption In re AudioEye, Inc. Sec. Litigation. The Company and individual defendants filed a motion to dismiss. 

 

On July 25, 2016, in connection with a voluntary mediation, the parties reached an agreement in principle to settle the consolidated actions. The terms of the agreement include a settlement payment to the class of $1,525,000 from the Company’s insurer, with no admission of liability by any party. In 2015, the Company paid a deductible under its D&O insurance policy in the amount of $100,000 regarding this matter. On May 8, 2017, the Court approved the settlement in all respects, and dismissed the case with prejudice.

 

On July 26, 2016, a shareholder derivative complaint entitled Denese M. Hebert, derivatively on Behalf of Nominal Defendant AudioEye, Inc., v. Bradley, et al., was filed in the State of Arizona Superior Court for Pima County. The complaint generally asserted causes of action related to the Company’s restatement of its financial statements for the first three fiscal quarters of 2014. As a derivative complaint, the plaintiff-shareholder purported to act on behalf of the Company against the Named Individuals. The Company was named as a nominal defendant.

 

The defendants filed a motion to dismiss , which the Court granted on May 8, 2017, while also denying Plaintiff’s request for leave to amend the complaint. While the Company believes that its legal defense costs may be reimbursed by the Company’s insurance carrier, no reasonable estimate of the outcome of the litigation, the related legal fees, or the impact on the financial results of the Company can be made as of the date of this statement.

 

We may become involved in various other routine disputes and allegations incidental to our business operations. While it is not possible to determine the ultimate disposition of these matters, our management believes that the resolution of any such matters, should they arise, is not likely to have a material adverse effect on our financial position or results of operations.

 

Item 1A. Risk Factors

 

There have been no material changes from the risk factors disclosed in Item 1.A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2016.

 

  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

 

*

Filed herewith.

 

  

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 on the 14 day of August 2017.

 

	AUDIOEYE, INC.
	By:	/s/ Dr. Carr Bettis
		Dr. Carr Bettis
		Principal Executive Officer
	By:	/s/ Todd Bankofier
		Todd Bankofier
		Chief Executive Officer