x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2011; or
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________________ to ________ ___________.
|
CYBERDEFENDER CORPORATION
|
(Exact name of registrant as specified in its charter)
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Delaware
|
65-1205833
|
|
(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
|
|
incorporation or organization)
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617 West 7th Street, 10th Floor, Los Angeles, California 90017
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(Address of principal executive offices)
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(213) 689-8631
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(Registrant’s telephone number, including area code)
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Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
PART I. FINANCIAL INFORMATION
|
Page Number
|
|
Item 1. Financial Statements (Unaudited)
|
||
Condensed Balance Sheets - June 30, 2011 and December 31, 2010
|
1
|
|
Condensed Statements of Operations - For the three and six months ended June 30, 2011 and 2010
|
2
|
|
Condensed Statements of Cash Flows - For the six months ended June 30, 2011 and 2010
|
3
|
|
Notes to Condensed Financial Statements
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5
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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20
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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27
|
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Item 4T. Controls and Procedures
|
28
|
|
PART II. OTHER INFORMATION
|
||
Item 1. Legal Proceedings
|
29
|
|
Item 1A. Risk Factors
|
29
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
29
|
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Item 3. Defaults Upon Senior Securities
|
29
|
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Item 5. Other Information
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29
|
|
Item 6. Exhibits
|
30
|
|
Signatures
|
31
|
June 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 1,780,231 | $ | 2,649,061 | ||||
Restricted cash
|
2,250,000 | 3,079,394 | ||||||
Accounts receivable
|
1,046,354 | 2,385,920 | ||||||
Deferred financing costs, current
|
147,376 | 103,484 | ||||||
Prepaid expenses
|
252,966 | 195,258 | ||||||
Deferred charges, current
|
470,652 | 1,147,764 | ||||||
Total current assets
|
5,947,579 | 9,560,881 | ||||||
Property and equipment, net
|
1,620,952 | 1,742,675 | ||||||
Deferred financing costs, net of current portion
|
- | 6,377 | ||||||
Deferred charges, net of current portion
|
72,976 | 402,772 | ||||||
Other assets
|
252,196 | 269,314 | ||||||
Total assets
|
$ | 7,893,703 | $ | 11,982,019 | ||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 5,964,537 | $ | 6,275,896 | ||||
Accounts payable and accrued expenses – related party
|
3,434,645 | 1,447,257 | ||||||
Accrued expenses
|
1,922,522 | 1,788,435 | ||||||
Deferred revenue, current
|
13,932,184 | 11,342,211 | ||||||
Convertible notes payable – related party, net of discount
|
9,595,581 | - | ||||||
Capital lease obligations, current
|
131,722
|
137,435
|
Total current liabilities
|
34,981,191 | 20,991,234 | ||||||
Deferred rent
|
798,388 | 466,920 | ||||||
Deferred revenue, less current portion
|
4,746,841 | 4,116,442 | ||||||
Convertible notes payable – related party, net of discount
|
- | 9,825,056 | ||||||
Capital lease obligations, less current portion
|
111,224 | 168,572 | ||||||
Total liabilities
|
40,637,644 | 35,568,224 | ||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued and outstanding at
June 30, 2011 and December 31, 2010, respectively
|
- | - | ||||||
Common stock, no par value; 100,000,000 shares authorized 28,170,370 and 27,327,702 shares issued
and outstanding at June 30, 2011 and December 31, 2010, respectively
|
28,170 | 27,328 | ||||||
Additional paid-in capital
|
64,317,804 | 60,926,037 | ||||||
Accumulated deficit
|
(97,089,915 | ) | (84,539,570 | ) | ||||
Total stockholders’ deficit
|
(32,743,941 | ) | (23,586,205 | ) | ||||
Total liabilities and stockholders’ deficit
|
$ | 7,893,703 | $ | 11,982,019 |
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
June 30,
|
June 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Net revenue:
|
|
|
||||||||||||||
Services
|
$ | 8,526,646 | $ | 5,184,857 | $ | 18,537,424 | $ | 9,664,261 | ||||||||
Software and other
|
4,193,951 | 4,527,729 | 9,559,066 | 9,525,655 | ||||||||||||
Total net revenue
|
12,720,597 | 9,712,586 | 28,096,490 | 19,189,916 | ||||||||||||
Cost of revenue:
|
||||||||||||||||
Services
|
5,826,779 | 3,800,144 | 12,653,239 | 6,731,983 | ||||||||||||
Software and other
|
272,080 | 213,657 | 575,139 | 436,868 | ||||||||||||
Total cost of revenue
|
6,098,859 | 4,013,801 | 13,228,378 | 7,168,851 | ||||||||||||
Gross profit
|
6,621,738 | 5,698,785 | 14,868,112 | 12,021,065 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Media and marketing services
|
5,639,908 | 5,421,145 | 11,929,673 | 10,083,979 | ||||||||||||
Media and marketing services – related party
|
330,900 | 6,555,963 | 686,232 | 12,123,060 | ||||||||||||
Product development
|
828,492 | 963,392 | 1,762,762 | 1,715,519 | ||||||||||||
Selling, general and administrative
|
5,428,207 | 3,722,577 | 10,964,283 | 7,149,533 | ||||||||||||
Depreciation and amortization
|
113,503 | 54,903 | 205,356 | 75,145 | ||||||||||||
Total operating expenses
|
12,341,010 | 16,717,980 | 25,548,306 | 31,147,236 | ||||||||||||
Loss from operations
|
(5,719,272 | ) | (11,019,195 | ) | (10,680,194 | ) | (19,126,171 | ) | ||||||||
Interest expense – related party
|
(886,478 | ) | (276,898 | ) | (1,754,101 | ) | (276,698 | ) | ||||||||
Interest expense, net
|
(8,316 | ) | (713,850 | ) | (13,333 | ) | (933,219 | ) | ||||||||
Loss on securities modifications
|
- | - | (102,717 | ) | - | |||||||||||
Net loss
|
$ | (6,614,066 | ) | $ | (12,009,943 | ) | $ | (12,550,345 | ) | $ | (20,336,088 | ) | ||||
Basic and fully diluted net loss per share
|
$ | (0.23 | ) | $ | (0.45 | ) | $ | (0.45 | ) | $ | (0.78 | ) | ||||
Weighted average shares outstanding:
|
||||||||||||||||
Basic and fully diluted
|
28,149,446 | 26,427,048 | 27,876,411 | 26,094,502 |
For the Six Months Ended
|
||||||||
June 30,
2011
|
June 30,
2010
|
|||||||
OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (12,550,345 | ) | $ | (20,336,088 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization of debt discount
|
- | 621,000 | ||||||
Amortization of debt discount – related party
|
1,384,883 | 151,071 | ||||||
Provision for doubtful accounts receivables
|
- | 165,330 | ||||||
Depreciation and amortization
|
205,356 | 75,145 | ||||||
Compensation expense from vested stock options
|
450,726 | 390,314 | ||||||
Amortization of deferred financing costs
|
35,098 | 245,835 | ||||||
Warrants issued for media and marketing services – related party
|
- | 11,958,816 | ||||||
Shares and warrants issued for services
|
354,147 | 549,543 | ||||||
Loss on securities modifications
|
102,717 | - | ||||||
Loss on disposal of fixed assets
|
12,241 | - | ||||||
Changes in operating assets and liabilities:
|
||||||||
Restricted cash
|
829,394 | (493,187 | ) | |||||
Accounts receivable
|
1,339,566 | (822,571 | ) | |||||
Prepaid expenses
|
(57,708 | ) | 86,406 | |||||
Deferred charges
|
1,006,908 | 715,684 | ||||||
Other assets
|
17,118 | (42,423 | ) | |||||
Accounts payable and accrued expenses
|
356,477 | 2,180,182 | ||||||
Accounts payable and accrued expenses – related party
|
1,987,388 | 80,254 | ||||||
Deferred revenue
|
3,220,372 | 1,302,288 | ||||||
Cash Flows Used In Operating Activities:
|
(1,305,662 | ) | (3,172,401 | ) | ||||
INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(91,452 | ) | (424,631 | ) | ||||
Cash Flows Used In Investing Activities
|
(91,452 | ) | (424,631 | ) | ||||
FINANCING ACTIVITIES:
|
||||||||
Proceeds from convertible notes payable and notes payable, net of costs
|
- | 4,948,982 | ||||||
Principal payments on capital lease obligations
|
(67,483 | ) | (50,882 | ) | ||||
Proceeds from exercise of stock options
|
6,929 | 53,765 | ||||||
Proceeds from exercise of stock warrants, net of placement fees
|
588,838 | 184,175 | ||||||
Cash Flows Provided by Financing Activities
|
528,284 | 5,136,040 | ||||||
NET INCREASE/(DECREASE) IN CASH
|
(868,830 | ) | 1,539,008 | |||||
CASH, beginning of period
|
2,649,061 | 3,357,510 | ||||||
CASH, end of period
|
$ | 1,780,231 | $ | 4,896,518 |
For the Six Months Ended
|
||||||||
June 30,
2011
|
June 30,
2010
|
|||||||
Supplemental disclosures of cash flow information:
|
||||||||
Income taxes paid
|
$ | 800 | $ | 800 | ||||
Cash paid for interest
|
$ | 13,395 | $ | 121,501 | ||||
Supplemental schedule of non-cash investing and financing activities:
|
||||||||
Discount on note payable
|
$ | 1,889,252 | $ | 908,571 | ||||
Property and equipment acquired through capital lease obligations
|
$ | 4,422 | $ | 260,292 | ||||
Conversion of notes payable and accrued interest to common stock
|
$ | - | $ | 2,313,139 | ||||
Conversion of interest and fees to debt
|
$ | 274,894 | $ | - |
i.
|
persuasive evidence of an arrangement exists,
|
|
ii.
|
the product or service has been delivered,
|
iii.
|
the fee is fixed or determinable, and
|
|
iv.
|
collection of the resulting receivable is reasonably assured.
|
•
|
Level one — Quoted market prices in active markets for identical assets or liabilities;
|
•
|
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
|
•
|
Level three — Unobservable inputs developed using estimates and assumptions which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
Six Months Ended
|
||||||||||||||||||||||||
June 30, 2011
|
June 30, 2010
|
|||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||||
Number
|
Average
|
Aggregate
|
Number
|
Average
|
Aggregate
|
|||||||||||||||||||
of
|
Exercise
|
Intrinsic
|
Of
|
Exercise
|
Intrinsic
|
|||||||||||||||||||
Warrants
|
Price
|
Value
|
Warrants
|
Prices
|
Value
|
|||||||||||||||||||
Outstanding, beginning of period
|
18,723,313 | $ | 1.22 | 13,026,657 | $ | 1.20 | ||||||||||||||||||
Issued
|
- | 3,589,984 | $ | 1.25 | ||||||||||||||||||||
Exercised
|
(711,168 | ) | $ | 1.12 | (156,750 | ) | $ | 1.23 | ||||||||||||||||
Outstanding, end of period
|
18,012,145 | $ | 1.22 | $ | 3,936,964 | 16,459,891 | $ | 1.21 | $ | 42,977,156 | ||||||||||||||
Exercisable, end of period
|
18,012,145 | $ | 1.22 | $ | 3,936,964 | 16,434,891 | $ | 1.21 | $ | 42,933,406 |
Exercise Price
|
Number of
Warrant
Shares
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||
$ | 1.00 |
2,249,661
|
0.6
|
||||
$ | 1.01 |
700,306
|
4.7
|
||||
$ | 1.20 |
221,750
|
1.9
|
||||
$ | 1.25 |
14,580,438
|
2.6
|
||||
$ | 1.80 |
2,500
|
3.1
|
||||
$ | 1.83 |
125,000
|
3.1
|
||||
$ | 2.05 |
77,490
|
3.5
|
||||
$ | 2.18 |
55,000
|
1.5
|
||||
18,012,145
|
Six Months
|
||||||||||||||||||||||||||||||||
June 30, 2011
|
June 30, 2010
|
|||||||||||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||||||||||||
Weighted
|
Average
|
Weighted
|
Average
|
|||||||||||||||||||||||||||||
Number
|
Average
|
Remaining
|
Aggregate
|
Number
|
Average
|
Remaining
|
Aggregate
|
|||||||||||||||||||||||||
Of
|
Exercise
|
Contractual
|
Intrinsic
|
of
|
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||||||||||||||||
Options
|
Price
|
Term
|
Value
|
Options
|
Prices
|
Term
|
Value
|
|||||||||||||||||||||||||
Outstanding, beginning of period
|
2,735,896 | $ | 2.07 | 7.62 | 1,856,293 | $ | 1.09 | 7.57 | ||||||||||||||||||||||||
Granted
|
313,000 | $ | 2.01 | 9.00 | 869,126 | $ | 3.63 | 9.79 | ||||||||||||||||||||||||
Exercised
|
(46,500 | ) | $ | 0.15 | 3.78 | (64,658 | ) | $ | 0.83 | 5.70 | ||||||||||||||||||||||
Forfeited
|
(315,144 | ) | $ | 3.53 | (62,000 | ) | $ | 2.15 | ||||||||||||||||||||||||
Outstanding, end of period
|
2,687,252 | $ | 1.92 | 7.24 | $ | 835,030 | 2,598,761 | $ | 1.92 | 7.98 | $ | 5,310,447 | ||||||||||||||||||||
Exercisable, end of period
|
1,889,053 | $ | 1.48 | 6.48 | $ | 815,791 | 1,478,440 | $ | 1.01 | 6.93 | $ | 4,328,409 | ||||||||||||||||||||
Vested, exercisable and expected to vest in the future
|
2,469,103 | $ | 1.82 | 7.06 | $ | 839,650 | 2,444,778 | $ | 1.73 | 7.87 | $ | 5,447,259 |
June 30, 2011
|
December 31, 2010
|
|||||||
GR Note
|
5,665,860 | 5,541,183 | ||||||
2011 GR Note
|
5,749,230 | - | ||||||
Credit Facility
|
- | 5,039,230 | ||||||
Unamortized discount
|
(1,819,509 | ) | (755,357 | ) | ||||
Convertible notes payable, net
|
$ | 9,595,581 | $ | 9,825,056 |
·
|
changes in local, state or federal regulations that will adversely affect our business;
|
·
|
our ability to market and distribute or sell our products;
|
·
|
our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
|
·
|
whether we will continue to receive the services of certain officers and directors; and
|
·
|
other uncertainties, all of which are difficult to predict and many of which are beyond our control.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
·
|
New leadership. CEO resigned on August 1, 2011. Board of Directors is actively negotiating with an interim CEO candidate
|
|
·
|
Focus strategic efforts on high-growth LiveTech service offerings
|
|
·
|
Discontinue development of proprietary software intended for sale to consumers
|
|
·
|
Improve software product offerings via third party licensing arrangements
|
|
·
|
Increase focus on optimizing operations to accelerate profitability
|
|
·
|
Reduce overhead and call center operational costs while improving overall customer experience
|
|
·
|
Our management team is expected to be augmented with additional expertise from direct response industry veterans who are charged with a clear focus on results, accountability and profit performance
|
|
·
|
The company expects to continue to operate its own in-house technical support call center for our LiveTech remote computer repair service
|
Contractual Obligations
|
Payments Due By Period
|
|||||||||||||||||||
Total
|
Less than 1 year
|
1 to 3 Years
|
3 to 5 Years
|
Over 5 Years
|
||||||||||||||||
Debt obligations
|
$ | 11,415,090 | $ | 11,415,090 | $ | - | $ | - | $ | - | ||||||||||
Capital lease obligations
|
$ | 270,580 | $ | 156,661 | $ | 113,919 | $ | - | $ | - | ||||||||||
Operating lease obligations
|
$ | 8,508,482 | $ | 871,746 | $ | 1,811,146 | $ | 1,915,691 | $ | 3,909,899 |
Quarter Ended
|
Net Revenue
|
Cumulative Deferred Revenue
|
||||||
31-Mar-09
|
$ | 3,191,630 | $ | 6,687,198 | ||||
30-Jun-09
|
3,686,644 | $ | 8,139,384 | |||||
30-Sep-09
|
4,427,404 | $ | 9,656,352 | |||||
31-Dec-09
|
7,536,215 | $ | 10,779,146 | |||||
Fiscal Year 2009 Total
|
$ | 18,841,893 | ||||||
31-Mar-10
|
$ | 9,477,330 | $ | 11,619,760 | ||||
30-Jun-10
|
9,712,586 | $ | 12,081,434 | |||||
30-Sep-10
|
12,746,103 | $ | 14,163,271 | |||||
31-Dec-10
|
13,632,526 | $ | 15,458,653 | |||||
Fiscal Year 2010 Total
|
$ | 45,568,545 | ||||||
31-Mar-11
|
$ | 15,375,893 | $ | 18,320,111 | ||||
30-Jun-11
|
$ | 12,720,597 | $ | 18,679,025 | ||||
Fiscal Year 2011 Total
|
$ | 28,096,490 |
Quarter Ended
|
Software
|
Services
|
Ancillary
|
Renewals
|
Total
|
|||||||||||||||||||||||||||||||
31-Mar-09
|
$ | 2,475,095 | 40 | % | $ | 2,645,857 | 43 | % | $ | 606,051 | 10 | % | $ | 463,948 | 7 | % | $ | 6,190,951 | ||||||||||||||||||
30-Jun-09
|
2,501,266 | 40 | % | 2,678,978 | 43 | % | 584,144 | 9 | % | 466,747 | 8 | % | 6,231,135 | |||||||||||||||||||||||
30-Sep-09
|
2,666,274 | 40 | % | 2,915,731 | 43 | % | 461,120 | 7 | % | 699,068 | 10 | % | 6,742,193 | |||||||||||||||||||||||
31-Dec-09
|
4,401,569 | 45 | % | 3,705,830 | 38 | % | 982,460 | 10 | % | 717,949 | 7 | % | 9,807,808 | |||||||||||||||||||||||
Fiscal Year 2009 Totals
|
$ | 12,044,204 | 42 | % | $ | 11,946,396 | 41 | % | $ | 2,633,775 | 9 | % | $ | 2,347,712 | 8 | % | $ | 28,972,087 | ||||||||||||||||||
31-Mar-10
|
$ | 4,092,152 | 35 | % | $ | 5,802,486 | 49 | % | $ | 856,297 | 7 | % | $ | 1,062,473 | 9 | % | $ | 11,813,408 | ||||||||||||||||||
30-Jun-10
|
3,504,147 | 28 | % | 6,967,067 | 56 | % | 568,525 | 5 | % | 1,389,064 | 11 | % | 12,428,803 | |||||||||||||||||||||||
30-Sep-10
|
4,155,264 | 22 | % | 11,706,203 | 63 | % | 501,721 | 3 | % | 2,196,572 | 12 | % | 18,559,760 | |||||||||||||||||||||||
31-Dec-10
|
3,944,197 | 21 | % | 12,780,949 | 67 | % | 493,886 | 3 | % | 1,890,599 | 10 | % | 19,109,631 | |||||||||||||||||||||||
Fiscal Year 2010 Totals
|
$ | 15,695,760 | 25 | % | $ | 37,256,705 | 60 | % | $ | 2,420,429 | 4 | % | $ | 6,538,708 | 11 | % | $ | 61,911,602 | ||||||||||||||||||
31-Mar-11
|
$ | 4,696,930 | 22 | % | $ | 13,971,456 | 65 | % | $ | 478,516 | 2 | % | $ | 2,450,982 | 11 | % | $ | 21,597,884 | ||||||||||||||||||
30-Jun-11
|
$ | 2,867,130 | 18 | % | $ | 9,694,401 | 63 | % | $ | 248,564 | 2 | % | $ | 2,689,628 | 17 | % | $ | 15,499,723 | ||||||||||||||||||
Fiscal Year 2011 Totals
|
$ | 7,564,060 | 20 | % | $ | 23,665,857 | 64 | % | $ | 727,080 | 2 | % | $ | 5,140,610 | 14 | % | $ | 37,097,607 |
Six Months Ended June 30,
|
||||||||||||||||
2011
|
2010
|
|||||||||||||||
1 Year - Software sales
|
$
|
6,603,050
|
21
|
%
|
$
|
7,049,152
|
32
|
%
|
||||||||
Multi-year - Software sales
|
961,011
|
3
|
%
|
2,521,319
|
12
|
%
|
||||||||||
1 Year - Services sales
|
6,741,189
|
21
|
%
|
5,610,783
|
26
|
%
|
||||||||||
Multi-year - Services sales
|
16,101,757
|
50
|
%
|
4,831,578
|
22
|
%
|
||||||||||
Ancillary Sales
|
1,549,990
|
5
|
%
|
1,777,842
|
8
|
%
|
||||||||||
Total
|
$
|
31,956,997
|
$
|
21,790,674
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Gross Sales
|
$ | 15,499,723 | $ | 12,428,803 | $ | 37,097,607 | $ | 24,242,211 | ||||||||
Less: Refunds
|
(1,718,817 | ) | (1,562,587 | ) | (4,170,560 | ) | (2,955,645 | ) | ||||||||
Less: Uncollected EZ pay
|
(701,396 | ) | (691,956 | ) | (1,910,185 | ) | (794,362 | ) | ||||||||
Less: Change in deferred revenue
|
(358,913 | ) | (461,674 | ) | (2,920,372 | ) | (1,302,288 | ) | ||||||||
Net revenue
|
$ | 12,720,597 | $ | 9,712,586 | $ | 28,096,490 | $ | 19,189,916 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net revenue
|
$ | 12,720,597 | $ | 9,712,586 | $ | 3,008,011 | 31 | % | $ | 28,096,490 | $ | 19,189,916 | $ | 8,906,574 | 46 | % |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Cost of revenue
|
$ | 6,098,859 | $ | 4,013,801 | $ | 2,085,058 | 52 | % | $ | 13,228,378 | $ | 7,168,851 | $ | 6,059,527 | 85 | % |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Media and marketing services
|
$ | 5,639,908 | $ | 5,421,145 | $ | 218,763 | 4 | % | $ | 11,929,673 | $ | 10,083,979 | $ | 1,845,694 | 18 | % |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Media and marketing services – related party
|
$ | 330,900 | $ | 6,555,963 | $ | (6,225,063 | ) | (95 | %) | $ | 686,232 | $ | 12,123,060 | $ | (11,436,828 | ) | (94 | %) |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Product Development
|
$ | 828,492 | $ | 963,392 | $ | (134,900 | ) | (14 | %) | $ | 1,762,762 | $ | 1,715,519 | $ | 47,243 | 3 | % |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
S,G & A
|
$ | 5,428,207 | $ | 3,722,577 | $ | 1,705,630 | 46 | % | $ | 10,964,283 | $ | 7,149,533 | $ | 3,814,750 | 53 | % |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Loss from operations
|
$ | 5,719,272 | $ | 11,019,195 | $ | (5,299,923 | ) | (48 | %) | $ | 10,680,194 | $ | 19,126,171 | $ | (8,445,977 | ) | (44 | %) |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | $ | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Interest expense, net (including related party)
|
$ | 894,794 | $ | 990,748 | $ | (95,954 | ) | (10 | %) | $ | 1,767,434 | $ | 1,209,917 | $ | 557,517 | 46 | % |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
|
Change in
|
Change in
|
||||||||||||||||||||||||||||||
|
2011
|
2010
|
$ | % | 2011 | 2010 | $ | % | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net loss
|
$ | 6,614,066 | $ | 12,009,943 | $ | (5,395,877 | ) | (45 | %) | $ | 12,550,345 | $ | 20,336,088 | $ | (7,785,743 | ) | (38 | %) |
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4T.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
3.1
|
Certificate of Incorporation (1)
|
|
3.2
|
Bylaws (1)
|
|
10.1
|
Third Amendment to 9% Secured Convertible Promissory Note dated April 4, 2011 between the registrant and GR Match, LLC (2)
|
|
10.2
|
First Amendment to Amended and Restated 9% Secured Convertible Promissory Note dated April 4, 2011 between the registrant and GR Match, LLC (2)
|
|
10.3
|
Form of 9% Subordinated Convertible Promissory Note (3)
|
|
10.4
|
Form of Securities Purchase Agreement (3)
|
|
10.5
|
Form of Subordination Agreement (3)
|
|
10.6
|
Form of Security Agreement (3)
|
|
10.7
|
Waiver and Forbearance Agreement dated July 25, 2011 between the registrant and GR Match, LLC (3)
|
|
10.8
|
Separation and Release Agreement dated August 1, 2011 between the registrant and Gary Guseinov (4)**
|
|
31.1
|
Certification Pursuant to Rule 13a-14(a) and 15d-14(a)*
|
|
31.2
|
Certification Pursuant to Rule 13a-14(a) and 15d-14(a)*
|
|
32
|
Certification Pursuant to Section 1350 of Title 18 of the United States Code*
|
(1)
|
Incorporated by reference from the Registration Statement on Form S-3, File No. 333-167910, filed with the Securities and Exchange Commission on June 30, 2010.
|
(2)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2011.
|
(3)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2011.
|
(4)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2011.
|
CYBERDEFENDER CORPORATION
|
||
By:
|
/s/ Kevin Harris
|
|
Date: August 22, 2011
|
Kevin Harris, Interim Chief Executive Officer
|
By:
|
/s/ Kevin Harris
|
|
Date: August 22, 2011
|
Kevin Harris, Chief Financial Officer
|
|
a)
|
designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
a)
|
designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
CONDENSED BALANCE SHEETS [Parenthetical] (USD $)
|
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Preferred stock, par value (in dollar per shares) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value (in dollars per shares) | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,170,370 | 27,327,702 |
Common stock, shares outstanding | 28,170,370 | 27,327,702 |
CONDENSED STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Net revenue: | Â | Â | Â | Â |
Services | $ 8,526,646 | $ 5,184,857 | $ 18,537,424 | $ 9,664,261 |
Software and other | 4,193,951 | 4,527,729 | 9,559,066 | 9,525,655 |
Total net revenue | 12,720,597 | 9,712,586 | 28,096,490 | 19,189,916 |
Cost of revenue: | Â | Â | Â | Â |
Services | 5,826,779 | 3,800,144 | 12,653,239 | 6,731,983 |
Software and other | 272,080 | 213,657 | 575,139 | 436,868 |
Total cost of revenue | 6,098,859 | 4,013,801 | 13,228,378 | 7,168,851 |
GROSS PROFIT | 6,621,738 | 5,698,785 | 14,868,112 | 12,021,065 |
Operating expenses: | Â | Â | Â | Â |
Media and marketing services | 5,639,908 | 5,421,145 | 11,929,673 | 10,083,979 |
Media and marketing services - related party | 330,900 | 6,555,963 | 686,232 | 12,123,060 |
Product development | 828,492 | 963,392 | 1,762,762 | 1,715,519 |
Selling, general and administrative | 5,428,207 | 3,722,577 | 10,964,283 | 7,149,533 |
Depreciation and amortization | 113,503 | 54,903 | 205,356 | 75,145 |
Total Operating Expenses | 12,341,010 | 16,717,980 | 25,548,306 | 31,147,236 |
Loss from operations | (5,719,272) | (11,019,195) | (10,680,194) | (19,126,171) |
Interest expense - related party | (886,478) | (276,898) | (1,754,101) | (276,698) |
Interest expense, net | (8,316) | (713,850) | (13,333) | (933,219) |
Loss on securities modifications | Â | Â | 102,717 | 0 |
Net loss | $ (6,614,066) | $ (12,009,943) | $ (12,550,345) | $ (20,336,088) |
Basic and fully diluted net loss per share (in dollars per share) | $ (0.23) | $ (0.45) | $ (0.45) | $ (0.78) |
Basic and fully diluted (in shares) | 28,149,446 | 26,427,048 | 27,876,411 | 26,094,502 |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Aug. 12, 2011
|
|
Entity Registrant Name | CYBERDEFENDER CORP | Â |
Entity Central Index Key | 0001377720 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Trading Symbol | cyde | Â |
Entity Common Stock, Shares Outstanding | Â | 26,170,370 |
Document Type | 10-Q | Â |
Amendment Flag | false | Â |
Document Period End Date | Jun. 30, 2011 | |
Document Fiscal Period Focus | Q2 | Â |
Document Fiscal Year Focus | 2011 | Â |
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EMPLOYEE BENEFIT PLANS
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Disclosure Text Block Supplement [Abstract] | Â |
Compensation and Employee Benefit Plans [Text Block] | NOTE 6 - EMPLOYEE BENEFIT PLANS
The Company maintains a defined contribution plan under 401(k) of the Internal Revenue Code that covers employees meeting certain service requirements. The total amount contributed by the Company to the plans is determined by the plan provisions. During the three and six months ended June 30, 2011, the cost of Company matching contributions was $28,237 and $52,561, respectively. During the three and six months ended June 30, 2010, the cost of Company matching contributions was $18,981 and $33,854, respectively.
|
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
||||||||||||||||||||||
Accounting Policies [Abstract] | Â | |||||||||||||||||||||
Business Description and Accounting Policies [Text Block] | NOTE 2 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
The Company, based in Los Angeles, California, develops and markets remote LiveTech support services, antimalware software, identity protection services, online backup services and computer optimization software to the consumer and small business market. The Company markets its products directly to consumers through multiple channels including television, radio, the Internet and print. The Company’s goal is to be a leading provider of advanced solutions to protect consumers and small businesses against threats such as Internet viruses, spyware and identity theft, and to provide remote technical resolution services.
Our software products include CyberDefender Early Detection Center, a comprehensive antispyware and antivirus security suite, and CyberDefender Registry Cleaner, a computer optimization suite. Both products are compatible with Windows XP, Vista and 7.
CyberDefender also provides LiveTech services 24 hours a day and 365 days a year. Our technicians are available to address computer problems that cannot be resolved with simple do-it-yourself software. Our technicians connect to customers’ computers using a popular remote access software and provide our customers with quick and reliable computer repair. Repair and optimization services include (but are not limited to) malware removal, speed optimization, software updates, file backup, privacy optimization and hardware troubleshooting.
Liquidity and Going Concern
The Company has experienced operating losses for the last five fiscal years. Management has implemented plans to continue to build its revenue base, expand sales and marketing and improve operations, however, through June 30, 2011, the Company continued to operate at negative cash flow. For the six months ended June 30, 2011 and the year ended December 31, 2010, the Company has incurred a net loss of $12.6 million and $39.6 million, respectively. As of June 30, 2011 and December 31, 2010, the Company had an accumulated deficit in retained earnings of $97.1 million and $84.5 million, respectively. To date, the Company's operations have been primarily financed through debt and equity proceeds from private placement offerings. As part of the Company’s strategic repositioning, the Company’s board of directors is engaged in a search for a new chief executive officer. The board of directors has appointed Kevin Harris, the Company’s chief financial officer and secretary, as interim chief executive officer until a permanent chief executive officer is appointed. The appointment of Mr. Harris followed the resignations, on August 2, 2011, of Gary Guseinov from his positions as chief executive officer and chairman of the board of directors. . The Company believes that its repositioning strategy will allow the Company to rely on its strong direct to consumer marketing expertise to strengthen its position as a leading provider of remote technical support services. However, the implementation of the new strategy will depend upon the Company’s ability to secure additional financing.
Subsequent to the close of the second quarter, the Company closed a $1.5 million private offering of subordinated convertible promissory notes to accredited investors as described in Note 9 below. The Company believes, but cannot ensure, that the $1.5 million will be sufficient to permit the Company to continue to operate until it can secure the additional financing during the next 60 days that it requires to continue to operate as a going concern. Although the Company is exploring a number of sources for the additional financing, the Company cannot ensure that it will be able to secure the necessary financing.
Thus far, the Company’s unsecured creditors have not asserted claims against the Company for amounts the Company owes, but it is not certain that they will continue to do so.
On July 25, 2011, the Company and GRM entered into a Waiver and Forbearance Agreement (the “Agreement”). Pursuant to the Agreement, the Company, among other things: (i) acknowledged its failure to make interest payments payable on July 1, 2011 under a certain 9% Secured Convertible Promissory Note dated March 31, 2011 and issued by the Company in favor of GRM; (ii) acknowledged its failure to make interest payments payable on July 1, 2011 under a certain Amended and Restated 9% Secured Convertible Promissory Note dated February 25, 2011 and issued by the Company in favor of GRM; and (3) acknowledged certain other defaults in connection with the notes.
Pursuant to the Agreement, GRM, among other things, agreed to capitalize the unpaid interest payments and, for a period of sixty days through and including September 23, 2011, or until the earlier termination of the Agreement pursuant to the terms and conditions thereof, and for that period only, agreed: (a) to waive its rights and remedies under the notes and related documents described above; and (ii) that the Company is not in default under the notes and related documents.
The Company is pursuing all strategic and financing opportunities in order to seek to properly capitalize its operations and execute its strategic plan.
Furthermore, the Company needs to obtain additional financing to repay the obligations to GRM. If the Company was unable to obtain additional funding, we would attempt to renegotiate the terms of the GRM debt, however, there can be no assurance that this would occur. Failure to obtain additional funding or an amendment to the GRM debt may require us to significantly curtail our operations which could have a material adverse impact on our results of operations and financial position. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Reclassification
To conform to the current year's presentation, as a result of management's continuing analysis of its financial reporting, the Company consolidated its 2010 investor relations and other related consulting expense and income tax expense with selling, general and administrative expense on the statement of operations. The Company also broke out related party expenses for media and marketing service and interest expense. These reclassifications had no effect on the previously reported net loss for 2010. Additionally, the Company reclassified certain expenses from selling, general and administrative to media and marketing services and product development for the three months ended March 31, 2011. These reclassifications had no effect on the previously reported net loss for the three months ended March 31, 2011.
Use of Estimates
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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. Significant estimates made by management are, among others, collectibility of accounts receivable, recoverability of prepaid expenses, deferred charges and property and equipment, value of shares and options/warrants granted, valuation of deferred tax assets and recognition of revenue. Actual results could differ from those estimates and assumptions.
Accounts Receivable
During 2010, the Company began offering a payment plan to its customers for the purchase of multi-year technical support service plans. The payment plan allows customers to pay in three installments over sixty days. The Company does not believe an allowance for doubtful accounts is necessary due to the short duration of payment terms on amounts recorded as revenue.
Property and Equipment
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets ranging from three to ten years, using the straight-line method. Amortization of leasehold improvements is provided over the shorter of the estimated useful lives of the improvements or the term of the lease.
Equipment under Capital Lease
The Company leases certain of its furniture and other equipment under agreements accounted for as capital leases. The assets and liabilities under capital lease are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the assets under lease. Assets under capital lease are depreciated using the straight-line method over their estimated useful lives.
Internal Use Software
Certain costs related to computer software developed or obtained for internal use are capitalized. The Company capitalizes only those direct costs incurred during the application development and implementation stages for developing, purchasing or otherwise acquiring software solely to meet the Company’s internal needs. Capitalized costs will be amortized on a straight-line basis over the estimated useful lives of the underlying software, which generally are three years. The Company capitalized $0.6 million of costs which are included in property and equipment on the accompanying balance sheet as of June 30, 2011 and December 31, 2010.
Revenue Recognition
The Company sells off-the-shelf software products and technical support services.
The Company recognizes revenue in accordance with GAAP from the sale of software licenses under the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 985, “Software
.”
Specifically, the Company recognizes revenues from its products when all of the following conditions for revenue recognition are met:
As part of the sales price of some of its software licenses, the Company provides renewable product support and content updates, which are separate components of product licenses and sales. Term licenses allow customers to use the Company’s products and receive product support coverage and content updates for a specified period, generally twelve months. The Company invoices for product support, content updates and term licenses at the beginning of the term. These revenues contain multiple element arrangements where “vendor specific objective evidence” (“VSOE”) may not exist for one or more of the elements. Certain of the Company’s software licenses are in substance a subscription and therefore the sale is deferred and recognized ratably over the term of the arrangement. Revenue is recognized immediately for the sale of software products that are utility products and that do not require product updates.
Revenue is recognized immediately for the sale of our one-time technical support service as it is performed when purchased. The Company recognizes a portion of the sale of one of its annual services at the time of purchase when all of the elements necessary for revenue recognition have occurred (i.e,.
the initial technical support call has occurred) and the remaining revenue is deferred over the annual term. Revenue is deferred and recognized on a straight line basis over the term of the service agreements for the technical support services that are provided by third parties.
The Company also uses third parties to sell its software and therefore evaluates the criteria of FASB ASC Topic 605, “Revenue Recognition,
” in determining whether it is appropriate to record the gross amount of revenue and related costs or the net amount earned as commissions. The Company is the primary obligor, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, establishes product specifications, and has the risk of loss. Accordingly, the Company's revenue is recorded on a gross basis.
The Company still supports MyIdentityDefender Toolbar and CyberDefender FREE 2.0, which were free to subscribers. Revenues are earned from advertising networks which pay the Company to display advertisements inside the software or through the toolbar search. The Company recognizes revenue from the advertising networks monthly based on a rate determined either by the quantity of the ads displayed or the performance of the ads based on the amount of times the ads are clicked by the user. Furthermore, advertising revenue is recognized provided that no significant Company obligations remain at the end of a period and collection of the resulting receivable is probable. The Company’s obligations do not include guarantees of a minimum number of impressions.
Deferred Charges
The Company uses a third party to provide technical support services associated with the CyberDefenderULTIMATE product, which is no longer being sold but is still supported. The costs associated with this service are deferred and amortized against the recognition of the related sales revenue. Included in short-term and long-term deferred revenue as of June 30, 2011 is $613,000 and $109,000, respectively, related to the CyberDefenderULTIMATE product.
Advertising Costs
The Company expenses advertising costs as they are incurred. As described in detail in Note 4 below, the Company issued warrants for media and marketing services. The non-cash value of those warrants is included in media and marketing services – related party on the accompanying statements of operations.
Reserve for Refunds
The Company’s policy with respect to refunds is to offer refunds within the first 30 days after the date of purchase. The Company may voluntarily issue refunds to customers after 30 days of purchase, however the majority are issued within 30 days of the original sale and are charged against the associated sale or deferred revenues (as applicable). Refunds were $5.1 million and $2.5 million for the six months ended June 30, 2011 and 2010, respectively. As of June 30, 2011 and December 31, 2010, the Company recorded a reserve for refunds of $0.3 million and $0, respectively.
Income Taxes
The Company has adopted the liability method of accounting for income taxes pursuant to FASB ASC Topic 740, “Income Taxes.
” Deferred income taxes are recorded to reflect tax consequences on future years for the differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
FASB ASC Topic 740 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold.
The Company does not have any unrecognized tax benefits as of June 30, 2011 and December 31, 2010 that, if recognized, would affect the Company’s effective income tax rate.
The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of June 30, 2011.
Software Development Costs
The Company accounts for software development costs in accordance with FASB ASC Topic 985, “Software
.” Such costs are expensed prior to achievement of technological feasibility and thereafter are capitalized. There have been very limited software development costs incurred between the time the software and its related enhancements have reached technological feasibility and its general release to customers. As a result, all software development costs have been charged to product development expense.
Fair Value Measurements
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”
defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has no assets or liabilities that are measured at fair value on either a recurring or non-recurring basis.
All of our financial instruments are recorded at fair value. For certain of the Company’s financial instruments, including cash, restricted cash, accounts receivable, accounts payable, other accrued liabilities and notes payable, the carrying amounts approximate fair value due to their short maturities.
Loss Per Share
In accordance with FASB ASC Topic 260, “Earnings Per Share,
” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2011 and 2010, there were 26,582,770 and 19,250,652 shares of potentially dilutive securities outstanding, respectively. As the Company reported a net loss, none of the potentially dilutive securities were included in the calculation of diluted earnings per share since their effect would be anti-dilutive for that reporting period.
Stock Based Compensation
The Company applies FASB ASC Topic 718, “Compensation – Stock Compensation,”
which requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. For non-employee stock based compensation, the Company recognizes an expense in accordance with FASB ASC Topic 505, “Equity,”
and values the equity securities based on the fair value of the security on the date of grant. For stock-based awards the value is based on the market value of the stock on the date of grant or the value of services, whichever is more readily available. Stock option awards are valued using the Black-Scholes option-pricing model.
The Company accounts for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with the provisions of FASB ASC Topic 505, “Equity.”
The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. An asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified for accounting purposes as an offset to equity on the grantor’s balance sheet once the equity instrument is granted. Accordingly, the Company records the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expense in its balance sheet.
Recently Issued Accounting Pronouncements
The Company has adopted all accounting pronouncements effective before June 30, 2011 which are applicable to the Company.
In September 2009, the FASB issued an update to its accounting guidance regarding multiple-deliverable revenue arrangements. The guidance addresses how to measure and allocate consideration to one or more units of accounting. Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices. The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price. This guidance is effective for annual periods beginning on or after June 15, 2010 but may be early adopted as of the beginning of an annual period. The Company adopted this guidance on January 1, 2011 and it did not have a material impact on its financial statements.
In October 2009, the FASB issued an update to its accounting guidance regarding software revenue recognition. The guidance changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are excluded from the software revenue guidance in FASB ASC Topic 985, “Software
.” In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. This guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 but may be early adopted. The Company adopted this guidance on January 1, 2011 and it did not have a material impact on its financial statements.
In January 2010, the FASB issued an update to its accounting guidance regarding fair value measurement and disclosure. The guidance affects the disclosures made about recurring and non-recurring fair value measurements. This guidance is effective for annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. The Company adopted this guidance on January 1, 2011 and it did not have a material impact on its financial statements.
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RELATED PARTY TRANSACTIONS
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6 Months Ended |
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Jun. 30, 2011
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Related Party Transactions [Abstract] | Â |
Related Party Transactions Disclosure [Text Block] | NOTE 8 - RELATED PARTY TRANSACTIONS
On March 24, 2009, the Company entered into a Media and Marketing Services Agreement, as amended, with GRM as more fully described in Note 5 above. Pursuant to the agreement, GRM will provide direct response media campaigns, including radio and television direct response commercials, to promote the Company’s products and services and will purchase media time on the Company’s behalf. As compensation for the services the Company issued warrants to GRM. See Note 5 for a detailed description of all warrants issued to GRM and the vesting of those warrants. The Media and Marketing Services Agreement was amended on October 15, 2010 to add a monthly creative management fee of $75,000 as all of the warrants issued to GRM had vested. The Company paid GRM $225,000 and $450,000 in creative management fees for the three and six months ended June 30, 2011. A new agreement was executed subsequent to June 30, 2011, see Note 9 – Subsequent Events.
In addition, GRM invoiced the Company $105,900 and $236,232 for the three and six months ended June 30, 2011 for their overhead expense reimbursement on media costs incurred by GRM pursuant to the Media Agreement. GRM invoiced the Company $86,937 and $164,244 for the three and six months ended June 30, 2010.
On June 23, 2009, the Company appointed a representative of GRM to the Company’s board of directors pursuant to the Media and Marketing Services Agreement. On October 22, 2010, the Company and GRM entered into a Third Amendment to the Media and Marketing Services Agreement (“the Third Amendment”), effective as of October 15, 2010. Pursuant to the Third Amendment, GRM has the right to appoint one observer to the board of directors at any time when there is no GRM director on the board of directors. Effective October 25, 2010, the GRM representative to the Company’s board of directors resigned and GRM appointed an observer.
On April 1, 2010, the Company and GRM entered into a License Agreement (the “License Agreement”) whereby the Company granted to GRM an exclusive royalty-bearing license to market, sell and distribute, in the United States through retail channels of distribution (such as retail stores, online retail storefronts, kiosks, counters and other similar retail channels) and television shopping channels (such as QVC and Home Shopping Network), and in certain foreign countries through retail channels, television shopping channels, direct response television and radio, and Internet websites associated with such marketing channels (other than www.cyberdefender.com
), the Company’s line of antivirus and Internet security products or services (the “License”).
In consideration of the license granted to GRM in the License Agreement, GRM will pay royalties to the Company on a product-by-product basis for each annual subscription and each annual renewal by end users of the products covered by the License Agreement. Upon the achievement of certain milestones or conditions in the License Agreement, GRM will make annual advances of royalties to the Company in the amount of $250,000 per year. If GRM fails to pay an annual advance when due, and if certain other conditions are met, the License shall become non-exclusive. The Company did not record any revenue under the License Agreement for the three or six months ended June 30, 2011 and 2010.
The License Agreement provides that GRM and the Company will share costs associated with localizing products and related material to comport to the language, laws and/or customs of foreign countries, subject to certain caps on GRM’s expenses with respect to such localization efforts.
Under the License Agreement, the Company will provide customer service and all product and technical support services to end users of the products in the United States and will retain all revenue from such services. Additionally, with respect to each foreign country in which GRM markets the products, the Company will have the right to provide customer service and all product and technical support services to end users of the products in such foreign country.
The License Agreement also provides that, after certain conditions are met, the Company has the right to buy back and terminate the License (and the related rights of GRM) as it relates to the territory of United States (the “Domestic Buy-Out Right”) and/or to the collective territories outside of the United States (the “International Buy-Out Right”). The price to be paid by the Company in connection with the Domestic Buy-Out Right or International Buy-Out Right, as applicable, will be based on a combination of factors, including (i) the annualized gross revenue earned by GRM in connection with the sale and distribution of products in the applicable territory being “bought out” by the Company (the “Annualized Gross Revenue”), (ii) the enterprise value of the Company, (iii) the gross revenue of the Company for the 12 months preceding its exercise of such buy-out right and/or (iv) the fair market value of GRM’s rights under the License Agreement (with respect to the territory being “bought out” by the Company). In no case, however, will the buy-out price be less than (a) 1.5 times the Annualized Gross Revenue, if the applicable buy-out right is exercised within one year of such right becoming exercisable, or (b) 3.0 times the Annualized Gross Revenue, if the applicable buy-out right is exercised at any time after the one-year anniversary of such right becoming exercisable. The buy-out price will be payable in cash or in shares of the Company’s common stock, or any combination thereof, at GRM’s discretion.
The License Agreement may be terminated by mutual consent of the parties. The License Agreement may also be terminated by either party upon a default of the other party under the License Agreement that remains uncured for 30 days following notice of such default. Additionally, GRM may terminate the License Agreement at any time for convenience, provided that GRM may not market any antivirus or Internet security products or services that compete with the Company’s products or services in the distribution channels covered by the License Agreement for one year following such a termination for convenience. On October 22, 2010, the Company and GRM entered into a First Amendment to the License Agreement (“the First Amendment”), effective as of October 15, 2010. Pursuant to the First Amendment, the royalties payable in Schedule D to the License Agreement were amended and GRM was provided the one time right to cause the eighteen months cutoff date (to which reference is made in the definition of the International Roll-Out Date) to be delayed for a period of up to 12 months in the event that GRM elects to delay its marketing of the products in the International Territory for legitimate business reasons, including, without limitation, delays in the development of the required processes, systems or other aspects of GRM’s business.
See Note 5 for a detailed description of the GR Note and the 2011 GR Note. See Note 9 for subsequent events related to GRM.
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SUBSEQUENT EVENTS
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6 Months Ended | ||||||||||
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Jun. 30, 2011
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Subsequent Events [Abstract] | Â | ||||||||||
Subsequent Events [Text Block] | NOTE 9 - SUBSEQUENT EVENTS
On July 19, 2011, the Company and GRM entered into a new Media and Marketing Services Agreement (the “New Agreement”). The New Agreement provides that GRM will continue to provide to the Company certain media purchasing, production, advertising and marketing services in connection with the advertising, marketing, sale and distribution of the Company’s software products and technical support services (the “Media and Marketing Services”).
The New Agreement supersedes and replaces the prior Media and Marketing Services Agreement between the Company and GRM dated as of March 24, 2009, as amended from time to time (the “Prior Agreement”) (except as to those obligations which expressly survive the termination of the Prior Agreement), pursuant to which GRM provided Media and Marketing Services to the Company. The New Agreement is on substantially the same terms and conditions as the Prior Agreement with certain modifications resulting from, among other things, merging the Prior Agreement in the New Agreement.
The term of the New Agreement is from July 1, 2011 until December 31, 2013 unless the New Agreement is terminated earlier in accordance with the terms and conditions thereof.
The New Agreement provides for the payment to GRM by the Company of a Creative Management Fee of $75,000 per month, of which $50,000 per month will be waived by GRM during the four month period commencing on June 1, 2011 and expiring on September 30, 2011 if the Company remains in compliance with all of its obligations under the New Agreement and the Prior Agreement.
Under the New Agreement, the Company will grant to GRM, as security for the Company’s prompt payment of all amounts due and performance of all obligations under the New Agreement, a security interest in substantially all of the Company’s assets.
On July 27, 2011, CyberDefender Corporation (the “Company”) completed the private sale of $1.5 million in aggregate principal amount of 9% Subordinated Convertible Promissory Notes (the “Notes”) to 21 accredited investors, including two independent directors of the Company, pursuant to Securities Purchase Agreements. The Notes are convertible, at the election of the holders, into shares of the Company’s common stock at a conversion price of $0.72 per share. The Notes and accrued interest are due and payable on August 27, 2012, and are subordinate to certain senior debt owed by the Company to GRM. The Company may repay the notes at any time with fourteen days notice.
In addition, each investor will receive one incentive share of the Company’s common stock for each dollar invested. The incentive shares will be issued by the Company from its treasury following the transfer to the Company of shares owned by Gary Guseinov, the Company’s chief executive officer and chairman of the board of directors.
Effective August 1, 2011, Gary Guseinov resigned from his positions as a director and chief executive officer of Cyberdefender Corporation (the “Company”). In connection with Mr. Guseinov’s resignations, the Company and Mr. Guseinov entered into a Separation and Release Agreement as of August 1, 2011 (the “Separation Agreement”). The Separation Agreement provides, among other things, that: (i) the Company will pay Mr. Guseinov his annual salary, at the current rate, for a period of five months following his separation from the Company on August 1, 2011; (ii) the Company will pay Mr. Guseinov’s health insurance benefits, as currently in effect, for a period of six months following Mr. Guseinov’s separation from the Company; and (iii) other than his rights under his Indemnification Agreement with the Company dated May 1, 2010, Mr. Guseinov has released all claims he may have against the Company and others. The Separation Agreement also provides for certain continuing obligations of Mr. Guseinov regarding the Company’s confidential information.
On July 25, 2011, the Company and GRM entered into a Waiver and Forbearance Agreement (the “Agreement”). Pursuant to the Agreement, the Company, among other things: (i) acknowledged its failure to make interest payments payable on July 1, 2011 under a certain 9% Secured Convertible Promissory Note dated March 31, 2011 and issued by the Company in favor of GRM; (ii) acknowledged its failure to make interest payments payable on July 1, 2011 under a certain Amended and Restated 9% Secured Convertible Promissory Note dated February 25, 2011 and issued by the Company in favor of GRM; and (3) acknowledged certain other defaults in connection with the notes.
Pursuant to the Agreement, GRM, among other things, agreed to capitalize the unpaid interest payments and, for a period of sixty days through and including September 23, 2011, or until the earlier termination of the Agreement pursuant to the terms and conditions thereof, and for that period only, agreed: (a) to waive its rights and remedies under the notes and related documents described above; and (ii) that the Company is not in default under the notes and related documents.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q filed by CyberDefender Corporation (referred to as “the Company”, “we”, “us” or “our”) contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions are intended to identify forward-looking statements. Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements. Some, but not all, of these risks include, among other things:
We do not intend to update forward-looking statements. You should refer to and carefully review the risks identified in the Company’s Form 10-K for the year ended December 31, 2010 and the information in future documents we file with the Securities and Exchange Commission.
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COMMITMENTS AND CONTINGENCIES
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6 Months Ended |
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Jun. 30, 2011
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Commitments and Contingencies Disclosure [Abstract] | Â |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7 - COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company's primary offices are in Los Angeles, California. On September 30, 2009, the Company entered into a second amendment of its lease with its current landlord to relocate and to occupy approximately 16,000 square feet in the building to accommodate growth. The lease calls for a base monthly rent of $35,060 with annual increases of 3% plus common area expenses with a term of ten years. The Company’s rent on its original space was abated beginning July 1, 2009 and the abatement continues on the new space for a period of fourteen (14) months from the date the Company began to occupy the new space, which was February 1, 2010, as long as the Company abides by all the terms and conditions of the lease and if no event of default occurs. Rent expense (including any rent abatements or escalation charges) is recognized on a straight-line basis from the date the Company takes possession of the property to the end of the lease term. In the event the Company fails to abide by all the terms and conditions of the lease or an event of default occurs the Company shall reimburse the landlord for the abated rent along with interest. On August 9, 2010, the Company entered into a third amendment to the lease for the Company’s premises. Pursuant to the third amendment, the Company will occupy an additional 16,000 square feet in the building to accommodate growth. The third amendment requires a base monthly rent upon occupancy of $35,060 for the additional space, making the total base monthly rent $70,120, with annual increases of 3%. The Company began to occupy the additional space on January 1, 2011. The third amendment provides for six months of rent abatement on the additional space as long as the Company occupies the space for the full lease term. In the event the Company fails to abide by all the terms and conditions of the lease or an event of default occurs the Company shall reimburse the landlord for the abated rent along with interest.
Litigation
In the ordinary course of business, the Company faces various claims brought by third parties including class action suits and the Company may, from time to time, make claims or take legal actions to assert its rights, including intellectual property rights as well as claims relating to employment and the safety or efficacy of its products. Any of these claims could subject the Company to costly litigation and, while the Company generally believes that it has adequate insurance to cover many different types of liabilities, the Company’s insurance carriers may deny coverage or the Company’s policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the Company’s operations, cash flows and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business. Management believes the outcome of currently pending claims and lawsuits will not likely have a material effect on the Company’s operations or financial position.
On May 6, 2011, the Company and Edelson McGuire, LLC, a Chicago, Illinois law firm, entered into a Stipulation of Settlement (the “Stipulation”) , which is subject to court approval, to settle a class action that includes claims allegedly arising out of the Company’s design, sales and marketing of its software products and services. A class action complaint and the Stipulation were filed in state court in Cook County, Illinois on May 6, 2011. The Company denies the allegations in the complaint and agreed to settle the action solely to avoid the expense and distraction of litigation. The Stipulation has received preliminary approval by the court.
The Stipulation provides that any customer who can establish, to the Company’s satisfaction in accordance with the provisions in the Stipulation, a purchase of the Company’s software or services, and who has not previously received a refund from the Company, is entitled to a $10 refund in cash. The total settlement fund will be $9.75 million and will not exceed that amount in any event. The Company will receive a credit for the lesser of: (i) $7 million; or (ii) 85% of the total of all refunds it makes to customers during the period from September 1, 2010 through a date which is 30 days after the entry of the final judgment in the class action. Although there can be no assurances, the Company believes it will be entitled to the credit of $7 million.
The balance of the settlement fund, after deducting the $7 million credit, will be $2.75 million, from which payments will be made for: (i) claims that are approved in accordance with the provisions of the Stipulation; (ii) the plaintiffs’ attorneys’ fee award; (iii) a plaintiffs’ incentive award
of $3,000; and (iv) the costs of the claims administration process, which will be conducted in accordance with the provisions of the Stipulation. The Company’s insurance carrier under the applicable insurance policy will contribute up to a maximum of $2 million to the settlement, subject to the payment by the Company of the retention (deductible) of $250,000.
Although there can be no assurances, the Company believes that the insurance carrier’s contribution will be sufficient to satisfy the payments described above given the number of claims that the Company expects will be filed, therefore no additional amount has been accrued by the Company. Although there can be no assurances, the Company estimates that, even if all potential claimants filed claims that were approved, the Company’s total, maximum exposure under the Stipulation would be approximately $750,000.
Finally, in addition to the payments described above, the Stipulation provides that the Company will maintain certain additional disclosures relating to its products and services in its Terms of Service and, where applicable, its Privacy Policy.
Guarantees and Indemnities
The Company has entered into, and will likely enter into in the future, indemnification agreements with the individuals who serve as its officers and directors. Pursuant to these agreements, the Company will indemnify officers and directors who are made parties to, or threatened to be made parties to, any proceeding by reason of the fact that they are or were officers or directors of the Company, or are or were serving at the request of the Company as a director, officer, employee, or agent of another entity. The agreements require the Company to indemnify its officers and directors against all expenses, judgments, fines and penalties actually and reasonably incurred by them in connection with the defense or settlement of any such proceeding, subject to the terms and conditions of the agreements.
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CONDENSED STATEMENTS OF CASH FLOWS (Supplemental disclosures) (USD $)
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6 Months Ended | |
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Jun. 30, 2011
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Jun. 30, 2010
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Supplemental disclosures of cash flow information: | Â | Â |
Income taxes paid | $ 800 | $ 800 |
Cash paid for interest | 13,395 | 121,501 |
Supplemental schedule of non-cash investing and financing activities: | Â | Â |
Discount on note payable | 1,889,252 | 908,571 |
Property and equipment acquired through capital lease obligations | 4,422 | 260,292 |
Conversion of notes payable and accrued interest to common stock | 0 | 2,313,139 |
Conversion of interest and fees to debt | $ 274,894 | $ 0 |
RESTRICTED CASH
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6 Months Ended |
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Jun. 30, 2011
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Cash and Cash Equivalents [Abstract] | Â |
Cash and Cash Equivalents Disclosure [Text Block] | NOTE 3 – RESTRICTED CASH
Under a credit card processing agreement with a financial institution, the Company is required to maintain a security reserve deposit as collateral. The amount of the deposit was based on 10% of the six-month rolling sales volume and was approximately $2.8 million as December 31, 2010. The security reserve deposit was funded by the institution withholding a portion of daily cash receipts from Visa and MasterCard transactions. During February 2011, the Company negotiated the deposit amount down to $2.0 million. The amount of the deposit was $2.0 million as of June 30, 2011.
On September 30, 2009, the Company entered into a second amendment to its lease as more fully described in Note 7 below. As part of the amendment the Company is required to issue a $250,000 letter of credit as a security deposit. The letter of credit is collateralized by cash held in an account at the Company’s bank. The account is interest bearing and the Company receives the interest that is earned.
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Jun. 30, 2011
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Stockholders' Equity Note [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4 - STOCKHOLDERS’ DEFICIT
Stock warrants
On March 24, 2009, the Company entered into a Media and Marketing Services Agreement with GRM. Pursuant to the agreement, GRM will provide direct response media campaigns, including radio and television direct response commercials, to promote the Company’s products and services and will purchase media time on the Company’s behalf. During the term of the agreement, which is to continue until December 31, 2013, as amended, subject to certain rights of termination, GRM will be the exclusive provider of all media purchasing and direct response production services. GRM has the option to appoint a representative to the Company’s board of directors throughout the term of the agreement and for so long as GRM owns shares of the Company’s common stock or the right to purchase shares of the Company’s common stock which constitute at least 5% of the Company’s issued and outstanding common stock.
In conjunction with the execution of the Media and Marketing Services Agreement and for creating, financing, producing, testing and evaluating a television commercial to market the Company’s products, the Company issued to GRM a second five-year warrant for the purchase of 1,000,000 shares of the Company’s common stock at a price of $1.25 per. This warrant may be exercised only for cash. The Company also issued to GRM a five-year warrant (“Media Services Warrant”) for the purchase of 8,000,000 shares of the Company’s common stock at an exercise price of $1.25 per share. The Media Services Warrant may be exercised only with cash and was subject to vesting as follows: for each $2 of media placement costs advanced by GRM on the Company’s behalf, the right to purchase one share of the Company’s common stock vested. As of June 30, 2011, all of the warrants had vested. During the three and six months ended June 30, 2010, 2,043,846 and 3,589,984 warrants vested, and $6,469,026 and $11,958,816 was expensed to media and marketing services – related party expense.
During March and April 2011, the Company offered certain holders of warrants to purchase shares of the Company’s common stock a discount on their exercise price if they exercised their warrants for cash. The holders exercised warrants for the purchase of 615,293 shares of common stock at exercise prices from $0.75 to $0.94. The original exercise prices ranged from $1.00 to $1.25. The Company received net proceeds of $484,163, net of fees of $25,482. The Company has recorded the incremental difference in the fair value of the original and modified instruments on the date of modification. The fair value of the modified instruments was determined using a Black-Scholes option-pricing model. The resulting incremental fair value of the warrants originally issued for services of $14,147 was recorded as a charge to selling, general and administrative expense. The resulting incremental fair value of $102,717 associated with all other warrants was recorded as a charge to loss on securities modifications.
The following represents a summary of the warrants outstanding at June 30, 2011 and 2010 and changes during the six months then ended:
The following table summarizes information about warrants outstanding at June 30, 2011:
The weighted average grant date fair value of warrants granted during the three months ended June 30, 2011 and 2010 was $0 and $3.33 per share, respectively. The weighted average remaining life of the vested warrants is 2.5 years.
Stock options
In January 2005, the Company adopted the CyberDefender Corporation 2005 Stock Option Plan (sometimes called the CyberDefender Corporation 2005 Equity Incentive Plan and referred to herein as the “2005 Plan”), which provides for the granting of Incentive Stock Options or Nonstatutory Stock Options, the issuance of stock appreciation rights, stock purchase rights and awards of stock. Under the terms of the 2005 Plan, the exercise price of options granted may be equal to, greater than or less than the fair market value on the date of grant, the options have a maximum term of ten years and generally vest over a
period of service or attainment of specified performance objectives. The maximum aggregate amount of options that may be granted from the 2005 Plan is 931,734 shares, of which awards for the purchase of 577,296 shares have been granted and are outstanding, awards for the purchase of 238,125 shares have been exercised and awards for the purchase of 116,313 shares are available for grant at June 30, 2011.
On October 30, 2006, the Company adopted the Amended and Restated 2006 Equity Incentive Plan (“2006 Plan”) that provides for the granting of Incentive Stock Options or Nonstatutory Stock Options, the issuance of stock appreciation rights, stock purchase rights and awards of stock. Under the terms of the 2006 Plan, the exercise price of options granted may be equal to, greater than or less than the fair market value on the date of grant, the options may have a maximum term of ten years and generally vest over a period of service or attainment of specified performance objectives. The maximum aggregate amount of stock based awards that may be granted from the 2006 Plan is 2,875,000 shares, of which awards for the purchase of 2,109,956 shares have been granted and are outstanding, awards for the purchase of 333,191 shares have been exercised, awards of stocks totaling 286,944 shares have been awarded and awards for the purchase of 144,909 shares are available for grant at June 30, 2011.
A summary of stock option activity for the 2005 Plan and 2006 Plan is as follows:
The weighted-average grant date fair value of options granted during the six months ended June 30, 2011 and 2010 was $1.04 and $2.52 per option, respectively.
As of June 30, 2011 and 2010, 798,199 and 1,120,321 of the options granted are not vested with an estimated remaining value of $1,064,680 and $2,052,787, respectively. At June 30, 2011 and 2010, the remaining value of non vested options granted is expected to be recognized over the weighted average vesting period of 2.45 and 2.73 years, respectively.
The Company recorded compensation expense associated with the issuance and vesting of stock options of $222,813 and $450,726 in selling, general and administrative expense for the three and six months ended June 30, 2011, respectively. The Company recorded compensation expense associated with the issuance and vesting of stock options of $298,954 and $390,314 in selling, general and administrative expense for the three and six months ended June 30, 2010, respectively.
During the six months ended June 30, 2011 and 2010, 46,500 and 64,658 employee stock options were exercised for total proceeds to the Company of $6,928 and $53,765, respectively. The aggregate intrinsic value of the exercised options was $116,307 and $215,278 for the six months ended June 30, 2011 and 2010, respectively.
The Company recognizes the fair value of options issued to employees and consultants as stock-based compensation expense over the vesting period of the awards. The estimated fair value of options is based on the Black-Scholes pricing model.
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