UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
For
the quarterly period ended
OR
For the transition period from __________ to __________
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Securities registered under Section 12(b) of the Act:
| Title of each class registered: | Trading Symbol(s) | Name of each exchange on which registered: | ||
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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| Emerging growth company |
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. ☐
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: common shares issued and outstanding as of August 18, 2023.
METALERT INC. AND SUBSIDIARIES
For the quarter ended June 30, 2023
FORM 10-Q
| 2 |
PART I
ITEM 1. FINANCIAL STATEMENTS
METALERT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Investment in marketable securities | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Intangible assets, net | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued expenses, related parties | ||||||||
| Deferred revenues | ||||||||
| Short-term debt – line of credit | ||||||||
| Short-term debt - CARE loans | ||||||||
| Convertible promissory notes, net of discount | ||||||||
| Notes payable | ||||||||
| Notes payable – related parties | ||||||||
| Total current liabilities | ||||||||
| Long-term debt - CARE loan | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock series A, $ par value; shares authorized; shares issued and outstanding at June 30, 2023 and December 31, 2022 | ||||||||
| Preferred stock series B, $ par value; shares authorized, and issued and outstanding at June 30, 2023 and December 31, 2022, respectively | ||||||||
| Preferred stock series C, $ par value; shares authorized, and issued and outstanding at June 30, 2023 and December 31, 2022, respectively | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
METALERT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Service income | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of products sold | ||||||||||||||||
| Cost of other revenue | ||||||||||||||||
| Total cost of goods sold | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Wages and benefits | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Sales and marketing expenses | ( | ) | ||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income/(loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(expenses): | ||||||||||||||||
| Gain/(loss) on settlement of debt | ||||||||||||||||
| Gain/(loss) on marketable securities | ( | ) | ( | ) | ( | ) | ||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Grant from Care loans | ||||||||||||||||
| Interest imputed on related party notes | ||||||||||||||||
| Interest expense and financing costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income/(expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income/(loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income/(loss) attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||||||
| Net income/(loss) per common share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
METALERT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Three Months Ended June 30, 2023 and June 30, 2022 (Unaudited)
For the Three Months Ended June 30, 2023 (Unaudited)
| Series A Preferred | Series B Preferred | Series C Preferred | Common Shares | Additional | ||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Shares | Shares | Paid-In | Accumulated | Equity | ||||||||||||||||||||||||||||||||||||||
| Issued | Amount | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of common stock for the conversion of notes | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
For the Three Months Ended June 30, 2022 (Unaudited)
| Series A Preferred | Series B Preferred | Series C Preferred | Common Shares | Additional | ||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Shares | Shares | Paid-In | Accumulated | Equity | ||||||||||||||||||||||||||||||||||||||
| Issued | Amount | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2022 | $ | $ | $ | | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for financings | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance June 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| 5 |
GTX CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Six Months Ended June 30, 2023 and June 30, 2022 (Unaudited)
For the Six Months Ended June 30, 2023 (Unaudited)
| Series A Preferred | Series B Preferred | Series C Preferred | Common Shares | Additional | ||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Shares | Shares | Paid-In | Accumulated | Equity | ||||||||||||||||||||||||||||||||||||||
| Issued | Amount | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of common stock for the conversion of notes | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
For the Six Months Ended June 30, 2022 (Unaudited)
| Series A Preferred | Series B Preferred | Series C Preferred | Common Shares | Additional | ||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Shares | Shares | Paid-In | Accumulated | Equity | ||||||||||||||||||||||||||||||||||||||
| Issued | Amount | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | $ | $ | $ | | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for financings | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for the conversion of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance June 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
METALERT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities | ||||||||
| Net income / (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income / (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Change in fair value of marketable securities | ||||||||
| Stock based compensation | ||||||||
| Grant from CARE loans | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Gain on the settlement of debt and accrued interest | ||||||||
| Gain on extinguishment of debt | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Other current and non-current assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued expenses - related parties | ||||||||
| Accrued interest and financing costs | ( | ) | ||||||
| Deferred revenues | ( | ) | ( | ) | ||||
| Due to/from Officers | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| PP&E purchases | ||||||||
| Proceeds from the sale of marketable securities | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Proceeds from line of credit | ||||||||
| Proceeds from Reg A | ||||||||
| Borrowings on debt | ||||||||
| Proceeds from the exercise of warrants | ||||||||
| Proceeds from the issuance of debt | ||||||||
| Payments on notes | ( | ) | ||||||
| Payments on line of credit | ( | ) | ( | ) | ||||
| Payments on debt | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||
| Issuance of common stock for conversion of debt and interest | $ | $ | ||||||
| Debt discount on convertible notes | $ | $ | ||||||
| Conversion of preferred stock to common stock | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 7 |
METALERT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
During
the periods covered by these financial statements, MetAlert, Inc. and its subsidiaries (the “Company”, “MetAlert”,
“we”, “us”, and “our”) were engaged in business operations that design, manufacture and sell various
interrelated and complementary products and services in the wearable technology and Personal Location Services marketplace. MetAlert
owns
Global Trek Xploration, Inc. focuses on the design, manufacturing and sales distribution of its hardware, software, and connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people and high valued assets. Utilizing a miniature quad-band GPRS transceiver, antenna, circuitry, battery and inductive charging pad our solutions can be customized and integrated into numerous products whose location and movement can be monitored in real time over the Internet through our 24x7 tracking portal or on a web enabled cellular telephone. Our core products and services are supported by an intellectual property (“IP”) portfolio of patents, patents pending, registered trademarks, copyrights, URLs and a library of software source code, all of which is also managed by Global Trek.
LOCiMOBILE, Inc., is the Companies digital platform which has been at the forefront of Smartphone application (“App”) development since 2008. With a suite of mobile applications that turn the iPhone, iPad, Android and other GPS enabled handsets into a tracking device which can be tracked from handset to handset or through our tracking portal or on any connected device with internet access. LOCiMOBILE has launched over 20 Apps across multi mobile device operating systems and continues to launch consumer and enterprise apps.
Basis of Presentation
The accompanying unaudited consolidated financial statements of MetAlert have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included. Our operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K.
The accompanying consolidated financial statements reflect the accounts of MetAlert, Inc. and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated.
Going Concern
The
consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit
of $
| 8 |
The Company’s independent registered public accounting firm has also included explanatory language in their opinion accompanying the Company’s audited financial statements for the year ended December 31, 2022. The Company’s financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of debt or equity is unknown. The ability to obtain additional financing, the successful development of the Company’s contemplated plan of operations, or its ability to achieve profitable operations are necessary for the Company to continue operations, and there is no assurance that these can be achieved. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
2. SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.
The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time.
All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.
The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.
We derive our revenues primarily from hardware sales, subscription services fees, IP licensing and professional services fees. Hardware includes our SmartSole, Military and other Stand-Alone Devices. Subscription services revenues consist of fees from customers accessing our cloud-based software solutions and subscription or license fees for our platform. Professional services and other revenues consist primarily of fees from implementation services, configuration, data services, training and managed services related to our solutions. IP licensing is related to our agreement with Inventergy whereby we have partnered in order to monetize our IP portfolio.
Product sales
At the inception of each contract, we assess the goods and services promised in our contracts and identify each distinct performance obligation. The Company recognizes revenue upon the transfer of control of promised products or services to the customer in an amount that depicts the consideration the Company expects to be entitled to for the related products or services. For the large majority of the Company’s sales, transfer of control occurs once product has shipped and title and risk of loss have transferred to the customer.
| 9 |
Services Income
The Company’s software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Our subscription contracts are generally one to three months in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met.
The majority of our professional services arrangements are recognized on a time and materials basis. Professional services revenues recognized on a time and materials basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on the proportional performance method. In some cases, the terms of our time and materials and fixed fee arrangements may require that we defer the recognition of revenue until contractual conditions are met. Data services and training revenues are generally recognized as the services are performed.
IP Licensing Revenue
Licensing revenue recorded by the Company relates exclusively to the Company’s License and Partnership agreement with Inventergy which provides for ongoing royalties based on monetization of IP licenses. The Company recognizes revenue for royalties under ASC 606, which provides revenue recognition constraints by requiring the recognition of revenue at the later of the following: 1) sale or usage of the products or 2) satisfaction of the performance obligations. The Company has satisfied its performance obligations and therefore recognizes licensing revenue when the sales to which the license(s) relate are completed. During the periods ended June 30, 2023 and June 30, 2022, the Company did not recognize any licensing revenue.
Disaggregation of Net Sales
The following table shows the Company’s disaggregated net sales by product type:
| June 30, 2023 | June 30, 2022 | |||||||
| Product sales | $ | $ | ||||||
| Service income | ||||||||
| IP and consulting income | ||||||||
| Total | $ | $ | ||||||
The following table shows the Company’s disaggregated net sales by customer type:
| June 30, 2023 | June 30, 2022 | |||||||
| B2B | $ | $ | ||||||
| B2C | ||||||||
| Military | ||||||||
| IP | ||||||||
| Total | $ | $ | ||||||
Allowance for Doubtful Accounts
We
extend credit based on our evaluation of the customer’s financial condition. We carry our accounts receivable at net realizable
value. We monitor our exposure to losses on receivables and maintain allowances for potential losses or adjustments. We determine these
allowances by (1) evaluating the aging of our receivables; and (2) reviewing high-risk customers financial condition. Past due receivable
balances are written off when our internal collection efforts have been unsuccessful in collecting the amount due. Our allowance for
doubtful accounts was $
| 10 |
Shipping and Handling Costs
Shipping and handling costs are included in cost of goods sold in the accompanying consolidated statements of operations.
Product Warranty
Use of Estimates
The preparation of the accompanying unaudited financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, estimates related to revenue recognition, allowance for doubtful accounts, inventory valuation, tangible and intangible long-term asset valuation, warranty and other obligations and commitments. Estimates are updated on an ongoing basis and are evaluated based on historical experience and current circumstances. Changes in facts and circumstances in the future may give rise to changes in these estimates which may cause actual results to differ from current estimates.
Fair Value Estimates
Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| Level 1 - | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | |
| Level 2 - | Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life. | |
| Level 3 - | Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
The carrying values for cash and cash equivalents, accounts receivable, investment in marketable securities, other current assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities. The carrying values of notes payable and other financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.
| 11 |
Concentrations
We currently rely on one manufacturer to supply us with our GPS SmartSole and one manufacturer to supply us with the GPS device included in the GPS SmartSole. The loss of either of these manufacturers could severely impede our ability to manufacture the GPS SmartSole.
As
of June 30, 2023, the Company had four customers representing approximately
The Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation., and under the recently issued guidance following FASB’s pronouncement, ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under ASC 718, and applicable updates adopted, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option pricing model, and accounts for forfeitures when they occur.
Marketable Securities
The
Company’s securities investments that are acquired and held principally for the purpose of selling them in the near term are classified
as trading securities. Trading securities are recorded at fair value based on quoted market price (level 1) on the balance sheet in current
assets, with the change in fair value during the period included in earnings. As of June 30, 2023 and December 31, 2022 the fair value
of our investment in marketable securities was $
Derivative Liabilities
Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using the Black-Scholes option pricing model. This model requires assumptions related to the remaining term of the instrument and risk-free rates of return, our current Common Stock price and expected dividend yield, and the expected volatility of our Common Stock price over the life of the option.
At
June 30, 2023 and December 31, 2022, the balance of the derivative liabilities was $
Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:
| June 30, | ||||||||
| 2023 | 2022 | |||||||
| Warrants | ||||||||
| Preferred B shares | ||||||||
| Preferred C shares | ||||||||
| Conversion shares upon conversion of notes | ||||||||
| Total | ||||||||
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Segments
The Company operates in one segment for the manufacture and distribution of its products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a small business filer, the standard is effective for us for interim and annual reporting periods beginning after December 15, 2022.
Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
3. INVESTMENT IN MARKETABLE SECURITIES
As
of December 31, 2022, the Company owned shares of Inventergy Global, Inc. common stock with a fair value of $
In
June 2019, the Company acquired shares of Inpixon’s restricted common stock (after giving effect to a
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During
the period ended December 31, 2021, the Company sold of its Inpixon shares for total net proceeds of $
During
the period ended December 31, 2022, the Company shares were reverse down to shares. The Company was able to obtain observable evidence
that these shares had a market value of $
The
Company was able to obtain observable evidence that the remaining shares had a market value of $
4. INVENTORY
Inventories consist of the following:
June 30, 2023 | December 31, 2022 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total Inventories | $ | $ | ||||||
5. PROPERTY AND EQUIPMENT
Property and equipment, net, consists of the following:
June 30, 2023 | December 31, 2022 | |||||||
| Software | $ | $ | ||||||
| Website development | ||||||||
| Software development | ||||||||
| Equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense for the period ended June 30, 2023 and 2022 was $
6. INTANGIBLE ASSETS
Intangible assets, net, consists of the following:
June 30, 2023 | December 31, 2022 | |||||||
| Trademarks | $ | $ | ||||||
| Less: accumulated amortization | ||||||||
| Total intangible assets, net | $ | $ | ||||||
Amortization
expense for the period ended June 30, 2023 and 2022 was $
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7. NOTES & LOANS PAYABLE
The following table summarizes the components of our short-term borrowings:
June 30, 2023 | December 31, 2022 | |||||||
| (a) Term loan | $ | $ | ||||||
| (b) Revolving line of credit | ||||||||
| (c) CARE loans | ||||||||
| Total | $ | $ | ||||||
(a) Term loans
In
2022, the Company entered into an unsecured short-term loan agreements with various third parties for an aggregate principal balance
of $
In
September of 2019, the Company entered into an unsecured term loan agreement with a third party for an aggregate principal balance of
$
(b) Lines of Credit
The
Company obtained a revolving line of credit agreement with an accredited investor of $
The
line bears interest of
(c) CARE Loans
As
of December 31, 2021, the Company has assumed, due to lack of correspondence, until otherwise received, that twenty-five months of its
EIDL loan (see Note 8(b)), or $
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8. CONVERTIBLE PROMISSORY NOTES
As
of June 30, 2023 and December 31, 2022, the Company had a total of $
June 30, 2023 | December 31, 2022 | |||||||
| Convertible Notes – with fixed conversion, past due | $ | $ | ||||||
| Convertible Notes – with fixed conversion | $ | $ | ||||||
| Convertible Notes – with fixed conversion and OID | ||||||||
| Less: Debt discount | ( | ) | ||||||
| Total convertible notes, net of debt discount | $ | $ | ||||||
| a) | Included
in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple
interest rates ranging from |
| During
the twelve months ended December 21, 2021, we issued | ||
| During
the twelve months ended December 31, 2022, an additional $ | ||
| During
the six months ending June 30, 2023, noteholders converted $ | ||
| Dueing
the six months ended June 30, 2023 the Company consolidated various past-due convertible promissory notes in an aggregate amount
of $ | ||
| As
of June 30, 2023, and December 31, 2022 $ |
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9. CARE Loans
June 30, 2023 | December 31, 2022 | |||||||
| a) PPP loan – short term | $ | $ | ||||||
| b) EIDL loan – short term | ||||||||
| b) EIDL loan – long term | ||||||||
| Total CARE loans | $ | $ | ||||||
(a) Paycheck Protection Program Loan
On
April 30, 2020, the Company executed a note (the “PPP Note”) for the benefit of MUFG Union Bank, NA (the “Lender”)
in the aggregate amount of $
During
the period ended March 31, 2022, the Company received notification that the loan was forgiven, and as such, $
(b) Economic Injury Disaster Loan
On
June 10, 2020, the Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster
Loan program in the amount of $
As
of June 30, 2023, the Company calculated that 25 months of the 360 periods on the
10. RELATED PARTY TRANSACTIONS
Convertible Notes Due to Related Parties
During
the period ended December 31, 2021, the Company relieved the outstanding payables due to related parties by $
During
the period ended December 31, 2022, the Company relieved the outstanding payables due to related parties by $
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Accrued
wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors
agreed to defer portions of their wages and sometimes various out-of pocket expenses since 2011. As of June 30, 2023, and December 31,
2022, the Company owed $
11. DERIVATIVE LIABILITIES
Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has issued certain convertible notes which conversion prices are based on a future market price. However, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option. As a result, the conversion option is classified as a liability and bifurcated from the debt host and accounted for as a derivative liability in accordance with ASC 815 and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations.
At
June 30, 2023 and December 31, 2022, the balance of the derivative liabilities was $
12. EQUITY
The Company has shares of preferred stock authorized. From this pool the following preferred shares have been classified as:
Preferred Stock – Series A
During
the year ended December 31, 2018, the Company authorized of Series A preferred shares, which shares have voting rights equal
to two-thirds of all the issued and outstanding shares of common stock, shall be entitled to vote on all matters of the corporation,
and shall have the majority vote of the board of directors. The subject preferred stock lacks any dividend rights, does not have liquidation
preference, and is not convertible into common stock. During the year ended December 31, 2018, the Company issued million shares
to certain officers and board members. The Company retained a third-party valuation firm whose input was utilized in determining the
related per share valuation of the preferred shares. Based on Management’s assessment and the valuation report, the fair value
of the preferred shares was determined to be $ per share or an aggregate of $
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As of December 31, 2020 it was determined that the Preferred A shareholders having the majority vote, can agree to increase the number of authorized shares, if needed, to settle any convertible debt, and thus any derivative liabilities are not necessary to reserve for this.
Preferred Stock – Series B
During
the year ended December 31, 2019, the Company authorized
shares of preferred stock to be designated available for Series B preferred shares that have a stated value of $
each and are convertible into common shares at fixed price of $.
Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an
as converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and
if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series B
Preferred Stock, and they shall have no voting rights and have liquidation preference. During the year ended December 31, 2019, the
Company issued
Series Preferred B shares and
warrants to an accredited investor for their financings for an aggregate value of $
During
the period ended December 31, 2020, the Company issued Series B preferred shares and warrants to an accredited investor
for their financings for an aggregate value of $
During
the period ended December 31, 2021, the two accredited investors converted Series B preferred shares into common shares
at the conversion price of $
Preferred Stock – Series C
During
the period ended December 31, 2020, the Company authorized
shares of preferred stock to be designated available for Series C preferred shares that have a stated value of $
During
the period ended December 31, 2020, the Company issued Series C preferred shares and warrants to two accredited investors
for their financings for an aggregate value of $
During
the period ended December 31, 2021, the Company issued Series C preferred shares and warrants to an accredited investor
for their financings for an aggregate value of $
During
the period ended December 31, 2021, the two accredited investors converted Series C preferred shares into common shares
at the conversion price of $
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Common Stock
During the period ending June 30, 2023, the Company issued shares of its common stock, with a value of $62,315 to various noteholders and employees for conversions of their notes within the terms, resulting in no gain or loss on the transaction.
During
the period ending June 30, 2022, the Company issued shares of its common stock to various firms for services rendered, with
a fair value of $
During
the period ended June 30, 2022, the Company issued shares of common stock with a fair value of $
Common Stock Warrants
Since inception, the Company has issued numerous warrants to purchase shares of the Company’s common stock to shareholders, consultants and employees as compensation for services rendered.
A
summary of the Company’s warrant activity and related information is provided below (the exercise price and the number of shares
of common stock issuable upon the exercise of outstanding warrants have been adjusted to reflect a
| Exercise Price $ | Number of Warrants | |||||||
| Outstanding and exercisable at December 31, 2022 | – | |||||||
| Warrants exercised | ||||||||
| Warrants granted | ||||||||
| Warrants expired | ( | ) | ||||||
| Outstanding and exercisable at June 30, 2023 | - | |||||||
| Stock Warrants as of June 30, 2023 | ||||||||||||||
| Exercise | Warrants | Remaining | Warrants | |||||||||||
| Price | Outstanding | Life (Years) | Exercisable | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
During the period ended June 30, 2023, the Company issued warrants to an investor as part of the terms on their convertible note, and of warrant expired, leaving a balance at June 30, 2023 of .
The outstanding and exercisable warrants at June 30, 2023 had an intrinsic value of approximately $.
Common Stock Options
Under the Company’s 2008 Equity Compensation Plan (the “2008 Plan”), we are authorized to grant stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options, restricted and unrestricted stock awards and stock appreciation rights to purchase up to shares of common stock to our employees, officers, directors and consultants, with the exception that ISOs may only be granted to employees of the Company and its subsidiaries, as defined in the 2008 Plan.
The 2008 Plan provides for the issuance of a maximum of shares, of which, after adjusting for estimated pre-vesting forfeitures and expired options, approximately were available for issuance as of June 30, 2023.
options were granted during the period ending June 30, 2023.
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13. COMMITMENTS & CONTINGENCIES
Bonuses
The
Company has an employment agreement with its CEO which, among other provisions, provide for the payment of a bonus, as determined by
the Board of Directors, in amounts ranging from
Contingencies
From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of June 30, 2023, there was no pending or threatened litigation against the Company.
COVID-19
The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.
Due to COVID-19, we have experienced some changes in our business, that have been both positive and negative. Specifically, the Company’s IP licensing business has been negatively impacted by the global financial slowdown and many courts, judges and law firms are not working at full capacity, which is creating delays in finalizing licensing agreements or litigation. We have also experienced a small percentage of subscriptions being either cancelled or requested to be put on pause, due to financial hardships. On the positive side we saw an increase in product sales specifically with medical supplies and equipment. Overall, our revenues have not been materially impacted as a whole, however there have been some shifts with certain revenue streams doing better post COVID and others doing worse.
The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.
14. SUBSEQUENT EVENTS
On
July 5, 2023, the Company issued
shares of common stock worth $
On August 14, 2023, the Company registered an Offering Statement on a Form 1-A (“Reg A”). This offering relates to the sale
of up to shares of our common stock (the “Shares”) at a price of $ per share, for total offering proceeds of
up to $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptance our products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.
Introduction
Unless otherwise noted, the terms “MetAlert, Inc.”, the “Company”, “we”, “us”, and “our” refer to the ongoing business operations of MetAlert, Inc. and our wholly-owned subsidiaries, Global Trek Xploration, and LOCiMOBILE, Inc.
Organization and Presentation
The Company was originally founded in 2002 as Global Trek Xploration, Inc. and, as part of a reverse merger, became publicly traded in 2008 as a 100% wholly owned subsidiary of GTX Corp, a Nevada corporation, under its former name “Deeas Resources Inc.” In September 2022, the public Company changed its name from GTX Corp to MetAlert, Inc. (OTC Pinks: MLRT) but still kept its 2 wholly owned subsidiaries and effected a 1-for-65 reverse stock split of its issued and outstanding stock. During the periods covered by this report, MetAlert, Inc. and its subsidiaries were engaged in business operations that design, manufacture and sell various interrelated and complementary products and services in the wearable technology and Personal Location Services marketplace. MetAlert owns 100% of the issued and outstanding capital stock of its two subsidiaries - Global Trek Xploration, Inc. and LOCiMOBILE, Inc.
Global Trek Xploration, Inc. focuses on the design, manufacturing and sales distribution of its hardware, software, and connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people and high valued assets. Utilizing a miniature quad-band GPRS transceiver, antenna, circuitry, battery and inductive charging pad our solutions can be customized and integrated into numerous products whose location and movement can be monitored in real time over the Internet through our 24x7 tracking portal or on a web enabled cellular telephone. Our core products and services are supported by an IP portfolio of patents, patents pending, registered trademarks, copyrights, URL’s and a library of software source code, all of which is also managed by Global Trek.
LOCiMOBILE, Inc., is the Companies digital platform which has been at the forefront of Smartphone application (“App”) development since 2008. With a suite of mobile applications that turn the iPhone, iPad, Android and other GPS enabled handsets into a tracking device which can be tracked from mobile device or through our tracking portal or on any connected device with internet access. LOCiMOBILE has launched over 20 Apps across multi mobile device operating systems and continues to launch consumer and enterprise apps.
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Operations
The Company designs, develops, manufactures, sells, and distributes health and safety products and services, and other related medical supplies and equipment, through a global business to business (“B2B”) and business to consumer (“B2C”) network of resellers, affiliates, distributors, nonprofit organizations, local, state, and federal government agencies, police departments, manufacturers reps and retailers. Offering a variety of electronic and non-electronic devices and equipment, a proprietary Internet of things (“IoT”) enterprise monitoring platform and a licensing subscription business model. The Company provides a complete end to end solution of hardware, middleware, apps, connectivity, licensing, and professional services, letting our customers know where or how someone, or something, is at the touch of a button, delivering safety, security, and peace of mind in real-time. Except for our military products and medical protective equipment, all of our consumer and enterprise tracking products funnel into the MetAlert IoT monitoring platform which supports end user customers in over 35 countries. The Company is also in the business of licensing intellectual property and monetizing its patent portfolio.
Overview
During the second quarter of 2023, we continued to work with our suppliers, distributors, and customers to find ways to streamline and improve our production cycles and enhance our efficiencies on getting product to market faster, while managing cost increases and supply chain disruptions. We spent years working on bringing our production back into the U.S. and are proud to have a Made in the U.S.A. stamp. However, after nearly two years of production delays, we concluded that we had to expand our sourcing and manufacturing capabilities, while also leveraging our IP portfolio, hence we set out to find a partner to license our technology and start manufacturing under an O.E.M. license. As of the end of the quarter we were in the final stages of negotiating an agreement, which was ultimately signed the following month. Management believes this is a turning point with many benefits both short term and long term. Most importantly in the short term, this will increase the number of SmartSoles manufactured and help keep up with the growing demand. As we discussed last quarter, we are still evaluating ways to scale up production in the U.S. and bring down our costs with a stated mission to reduce costs by 10% to 18% and increase production capacity by 25% to 40%. Also mentioned last quarter, the Company began certifying our made in the U.S. SmartSole plus, and while the initial test phase took a little longer than expected, the Company now expects to have that completed in the coming weeks, which will allow us to fill back orders into countries that have been waiting for these government certifications. Internationally, the SmartSole has always been viewed as a very innovative and niche product, but now our focus is on scaling and bringing costs down so that we can start showing real market adoption. Reports have recently been published on the growing size of the “Smart Shoe” market with many well recognized brands entering the marketplace, which we believe based on our IP portfolio will open up new opportunities for future partnerships.
Throughout the quarter we continued selling a small amount of PPE inventory but unless COVID transmissions make a resurgence, we believe this part of our business will wind down in the coming months. To that end, we spent time during the second quarter evaluating new business opportunities and possible acquisitions. Management still believes we need more products to sell and grow our subscription business. Compared to the same quarter last year, we saw a 62% increase in domestic subscriptions and over 100% subscription increases in Germany and Canada. These are good trends, which the Company expects will continue to improve as we continue to fill orders, but nevertheless we still need to expand our products and drive more sales and grow subscriptions.
During the second quarter the Company finalized our agreement with Telehealth partner Hands Free Health (HFH) and soft launched on July 1st, 2023. This partnership will provide real-time telehealth access via Walmart Health Virtual Care (WHVC), which we expect will help grow subscribers but also help with the SmartSole expansion plan. As we drive towards Medicare reimbursement, having access to a virtual doctor who could diagnose a person with Alzheimer’s or dementia should help facilitate access to SmartSoles by people who require financial assistance.
In summary, we made some positive steps forward during this quarter, but did not meet our revenue targets. The Company has implemented many cost saving measures, including the entire senior management team deferring salaries, and cutting out all non-essential expenses by approximately 24% year-to-date. We have worked with all our suppliers to reduce unnecessary expenses related to production inefficiencies in order to position ourselves to maximize profits as we scale back up. As we continue to evaluate and explore new products and opportunities, we have launched a new subscription-based service to enter the growing Telehealth market in order to augment and broaden our subscription business. The Company continues to work towards eventually getting Medicare and other government assistance for our SmartSole, which will then foster growth and build our subscription base, which we believe will ultimately provide us with a large global data base that can be analyzed by using artificial intelligence (A.I.) to produce predictive models. Healthcare assisted with A.I. is the prize we have set our sights on, and we are doing everything we can to put in place the necessary steps to get to that prize as quickly as possible.
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The Company intends to continue to persevere through COVID, supply chain disruptions, inflation, market volatility and a looming recessing all of which has made it challenging and slowed down our ability to rapidly implement our business plan. We believe the steps we have taken this year, so far, will start to yield the results in the coming months that we have been stiving towards. For the remainder of the year, Management still expects to expand the Company’s production and look for new products and technologies to deploy.
Results of Operations
The following discussion should be read in conjunction with our interim consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report.
Three Months Ended June 30, 2023 (“Q2 2023”) Compared to the Three Months Ended June 30, 2022 (“Q2 2022”)
| Three Months Ended June 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| $ | % of Revenues | $ | % of Revenues | |||||||||||||
| Product sales | 36,232 | 74 | % | 31,245 | 49 | % | ||||||||||
| Service income | 12,607 | 26 | % | 33,156 | 51 | % | ||||||||||
| IP royalties | - | 0 | % | - | 0 | % | ||||||||||
| Total revenues | 48,839 | 100 | % | 64,401 | 100 | % | ||||||||||
| Cost of products sold | 40,719 | 83 | % | 35,989 | 56 | % | ||||||||||
| Cost of service revenue | 2,594 | 5 | % | 5,973 | 9 | % | ||||||||||
| Cost of licensing revenue | - | 0 | % | - | 0 | % | ||||||||||
| Cost of goods sold | 43,313 | 89 | % | 41,962 | 65 | % | ||||||||||
| Gross profit | 5,526 | 11 | % | 22,440 | 35 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Wages and benefits | 118,849 | 243 | % | 131,323 | 204 | % | ||||||||||
| Professional fees | 20,399 | 42 | % | 77,177 | 120 | % | ||||||||||
| Sales and marketing expenses | - | 0 | % | 5,058 | 8 | % | ||||||||||
| General and administrative | 47,569 | 97 | % | 27,292 | 42 | % | ||||||||||
| Total operating expenses | 186,817 | 383 | % | 240,850 | 374 | % | ||||||||||
| Gain/(loss) from operations | (181,291 | ) | -371 | % | (218,410 | ) | -339 | % | ||||||||
| Other (expense)/income, net | (27,293 | ) | -56 | % | (7,813 | ) | -12 | % | ||||||||
| Net income/(loss) | (208,584 | ) | -427 | % | (226,223 | ) | -351 | % | ||||||||
Revenues
Revenues were $48,839 for the three months ended June 30, 2023 compared to $64,401 for the three months ended June 30, 2022, representing a decrease of 24%, This decrease was primarily driven from transitioning out of direct-to-consumer PPE sales into our core B2B business.
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During the period ended June 30, 2023, the Company’s customer base and revenue streams were comprised of approximately 64.12% B2B (Wholesale Distributors and Enterprise Institutions), 35.88% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes), 0% IP (our monetization campaign from consulting, licensing and asserting our patents) and 0% Military and Law Enforcement.
During the period ended June 30, 2022, the Company’s customer base and revenue streams were comprised of approximately 78.43% B2B (Wholesale Distributors and Enterprise Institutions), 21.57% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes), 0% IP (our monetization campaign from consulting, licensing and asserting our patents) and 0% Military and Law Enforcement.
Cost of goods sold
Cost of goods sold were $43,313 for the three months ended June 30, 2023 compared to $41,962 for the three months ended June 30, 2022, representing an increase of 3%. This increase was primarily due to the higher product sales as compared to the previous year’s same period.
The Company expects our margins to increase once we start ramping up our subscriptions and licensing and sell more of our proprietary products like our SmartSoles, where we have no competition. Our overall gross margin was slightly lower in 2022, predominately because most of our revenues came from product sales which require competitive pricing, and that includes shipping charges. In order to be competitive with the major online retailers (many of them include free shipping) we had to reduce our shipping charges to be in line with competitors.
Wages and benefits
Wages and benefits decreased 9% in the three months ended June 30, 2023 as compared to three months ended June 30, 2022, predominantly because of cost cutting and time saving initiatives that have been in place during slower periods.
Professional fees
Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and shareholder communications. Such costs decreased $56,778 or 74% in the three months ended June 30, 2023 as compared to in the three months ended June 30, 2022. Even though some professional fees have decreased as more responsibilities were transferred from outside contractors and consultants to in-house personnel. Those fees related to investor relations and business development have increased due to new products lines and the impending release of the company’s updated SmartSole products.
Sales and marketing expenses
Sales and marketing expenses decreased by 100% or $5,057 in three months ended June 30, 2023 in comparison to the three months ended June 30, 2021. The decrease was primarily due to the release of the new 4G SmartSole.
General and administrative
General and administrative costs in three months ended June 30, 2023 increased by $20,276 or 74% in comparison to the three months ended June 30, 2022, mostly due to increases in investor relations expense.
Other income/(expense), net
Other expense, net increased 249% or $19,480 in the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This increase was primarily as a result of the gain of $34,191 from the forgiveness of CARE loans in Q2 2022 not realized in Q2 2023, as well as increases in interest expense, the amortization of debt discounts and financing costs.
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Net income/(loss)
Net loss decreased by 8% or $17,640 from Q2 2023 in comparison to Q2 2022 primarily as a result of the lower operating expenses of $540,034 and gains from the forgiveness of debt and interest.
Six Months Ended June 30, 2023 (“Q1 and Q2 2023”) Compared to the Six Months Ended June 30, 2022 (“Q1 and Q2 2022”)
| Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| $ | % of Revenues | $ | % of Revenues | |||||||||||||
| Product sales | 90,623 | 75 | % | 163,925 | 70 | % | ||||||||||
| Service income | 30,909 | 25 | % | 68,992 | 30 | % | ||||||||||
| IP royalties | - | 0 | % | - | 0 | % | ||||||||||
| Total revenues | 121,532 | 100 | % | 232,917 | 100 | % | ||||||||||
| Cost of products sold | 66,781 | 55 | % | 123,934 | 53 | % | ||||||||||
| Cost of service revenue | 6,899 | 6 | % | 12,891 | 6 | % | ||||||||||
| Cost of licensing revenue | - | 0 | % | - | 0 | % | ||||||||||
| Cost of goods sold | 73,680 | 61 | % | 136,825 | 59 | % | ||||||||||
| Gross profit | 47,852 | 39 | % | 96,092 | 41 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Wages and benefits | 242,494 | 200 | % | 255,088 | 110 | % | ||||||||||
| Professional fees | 51,923 | 43 | % | 175,339 | 75 | % | ||||||||||
| Sales and marketing expenses | (20 | ) | 0 | % | 15,599 | 7 | % | |||||||||
| General and administrative | 113,458 | 93 | % | 88,399 | 38 | % | ||||||||||
| Total operating expenses | 407,855 | 336 | % | 534,425 | 229 | % | ||||||||||
| Gain/(loss) from operations | (360,003 | ) | -296 | % | (438,333 | ) | 188 | % | ||||||||
| Other (expense)/income, net | (97,727 | ) | -80 | % | 17,725 | 8 | % | |||||||||
| Net income/(loss) | (457,730 | ) | -377 | % | (420,608 | ) | -181 | % | ||||||||
Revenues
Revenues as a whole in Q1 and Q2 2023 decreased by 48% or $111,385 in comparison to Q1 and Q2 2022, a result of the reductions in demand for PPE’s and the supply chain and manufacturing delays in 2023.
Cost of goods sold
Cost of goods sold decreased by 46% or $63,144 during Q1 and Q2 2023 in comparison to Q1 and Q2 2022 primarily due to the shift from purchases of low margin health and safety inventories to the higher margin SmartSoles.
Wages and benefits
Wages and benefits during Q1 and Q2 2023 increased by 5% or $12,594 in comparison to Q1 and Q2 2022, which remained fairly constant because of cost cutting and time saving initiatives.
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Professional fees
Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and investor relations. Such costs decreased $123,416 or 70% during Q1 and Q2 2023 as compared to Q1 and Q2 2022, primarily due to the Company’s decreased need for outside consultants.
Sales and marketing expenses
Sales and marketing expenses decreased by 100% or $69,738 during Q1 and Q2 2023 in comparison to Q1 and Q2 2022. Primarily due to the reduction in costs related to the advertising for the SmartSole.
General and administrative
General and administrative costs during Q1 and Q2 2023 increased by $25,059 or 28% in comparison to Q1 and Q2 2022, mostly due to increases in investor relations expense.
Other income/(expense), net
Other expense, net decreased 684% or $114,452 from Q1 and Q2 2023 to Q1 and Q2 2022 primarily as a result of a $102,061 gained from the forgiveness of a CARE/EDD loans in 2022.
Net income/(loss)
Net loss increased by 9% or $36,121 from Q1 and Q2 2023 to Q1 and Q2 2022 primarily as a result of the gains received in 2022 of $102,061 from the forgiveness of a CARE/EDD loans, which substantially offset amortizations and interest expenses in 2022.
Liquidity and Capital Resources
As of June 30, 2023, we had $45,089 of cash and cash equivalents, and a working capital deficit of $3,614,467, compared to $61,135 of cash and cash equivalents and a working capital deficit of $2,983,441 as of December 31, 2022.
During the six months ended June 30, 2023, our net loss was $457,730 compared to a net loss of $420,608 for the six months ended June 30, 2022. Net cash used in operating activities in the six months ended June 30, 2023 and in the six months ended June 30, 2022 was $155,814 and $269,697, respectively.
Net cash used in investing activities during the six months ended June 30, 2023 and June 30, 2022 was $0, respectively.
Net cash provided by financing activities during the six months ended June 30, 2023 was $192,368 and consisted of $190,000 received for the issuance of debt, $46,881 from the use of the line of credit, and payments to the line of credit of $27,791 and payments on debt of $16,722. Net cash provided by financing activities during the six months ended June 30, 2022 was $192,490 and consisted of $150,000 received form the purchase of 5,000,000 shares of common stock at $0.03 per share, $25,000 received for the conversion of warrants, $25,000 from the issuance of debt and $34,180 from draws upon our line of credit. This was offset by payments on debt of $32,510 and $9,180 on the line of credit.
Because revenues from our operations have, to date, been insufficient to fund our working capital needs, we currently rely on the cash we receive from our financing activities to fund our growth, capital expenditures and to support our working capital requirements. The sale of our products and services is expected to enhance our liquidity in 2023, although the amount of revenues we receive in 2023 still cannot be estimated.
Until such time as our products and services can support our working capital requirement, we expect to continue to generate revenues from our other licenses, subscriptions, international distributors, hardware sales, professional services and new customers in the pipeline. However, the amount of such revenues is unknown and is not expected to be sufficient to fund our working capital needs. For our internal budgeting purposes, we have assumed that such revenues will not be sufficient to fund all of our planned operating and other expenditures during 2023. In addition, our actual cash expenditures may exceed our planned expenditures, particularly if we invest in the development of improved versions of our existing products and technologies, and if we increase our marketing expenses. Accordingly, we anticipate that we will have to continue to raise additional capital in order to fund our operations in 2023. No assurance can be given that we will be able to obtain the additional funding we need to continue our operations.
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In order to continue funding our growth, IP and working capital needs and new product development costs, during the first quarter of 2023 we continued to draw down on our credit line to fund purchase orders. However, no assurance can be given that the investor will provide the funding, if and when requested by us.
Going Concern
The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has stockholders’ deficit of $3,708,292 and negative working capital of $3,614,467 as of June 30, 2023 and used cash in operations of $155,814 during the current period then ended. A significant part of our negative working capital position at June 30, 2023 consisted of $1,420,714, of amounts due to various accredited investors of the Company for convertible promissory notes, loans and a letter of credit, net of discount. The Company anticipates further losses in the development of its business. Please see the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022 for more information regarding risks associated with our business.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Inflation
We do not believe our business and operations have been materially affected by inflation.
Critical Accounting Policies and Estimates
There are no material changes to the critical accounting policies and estimates described in the section entitled “Critical Accounting Policies and Estimates” under Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information under this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. In designing and evaluating the 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.
Based on the evaluation as of March 31, 2023, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
These are not all of the risks associated with the Company and must be used in conjunction with those disclosed in the most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022.
The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.
Due to COVID-19, we have experienced some changes in our business, that have been both positive and negative. Specifically, the Company’s IP licensing business has been negatively impacted by the global financial slowdown and many courts, judges and law firms are not working at full capacity, which is creating delays in finalizing licensing agreements or litigation. We have also experienced a small percentage of subscriptions being either cancelled or requested to be put on pause, due to financial hardships. On the positive side we saw an increase in product sales specifically with medical supplies and equipment. Overall, our revenues have not been materially impacted as a whole, however there have been some shifts with certain revenue streams doing better post COVID and others doing worse.
The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.
ITEM 2.(a). UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On June 20, 2023, an investor converted a note into 577,877 shares of common stock with a value of $5,779.
The issuance of the above shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
(a) Exhibits
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition | |
| 101.LAB | Inline XBRL Taxonomy Extension Label | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| METALERT, INC. | ||
| Date: August 18, 2023 | By: | /s/ ALEX MCKEAN |
| Alex McKean, | ||
| Chief Financial Officer (Principal Financial Officer) | ||
| Date: August 18, 2023 | By: | /s/ PATRICK BERTAGNA |
| Patrick Bertagna, | ||
| Chief Executive Officer | ||
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