ARKADOS GROUP, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations
(Edgar Glimpses Via Acquire Media NewsEdge) Overview
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") is intended to help the reader understand the
Company's financial condition and results of operations. The MD&A is provided as
a supplement to, and should be read in conjunction with, our financial
statements and the accompanying notes thereto.
Following the December 23, 2010 Asset Sale, the Company continued to engage in
the process of finalizing settlement and release agreements with its secured
creditors, other noteholders, former employees and its other unsecured
During this period, the Company was focused on negotiating and finalizing the
settlements and releases with its creditors and did not materially pursue plans
to shift its primary business operation focus to product design. Arkados had no
employees and did not produce any products or services during the period
following December 23, 2010 through August 31, 2012, the end of the period
described in this report.
We did not generate revenue from operations during quarter ending August 31,
2012, and we were completely dependent on outside sources of financing for our
We conduct our business activities principally through Arkados, Inc., which is a
wholly owned subsidiary. In September 2006, we changed our corporate name from
CDKnet.com, Inc., to its current form to align our corporate identity with the
"Arkados" brand developed by our subsidiary.
We were an early adopter in the powerline communication space, and experienced
in home automation. Our Arkados, Inc. subsidiary was a member of the HomePlug
Powerline Alliance, an independent trade organization which has developed global
specifications for high-speed powerline communications, the world's leading
professional association for the advancement of technology.
The Company underwent a significant restructuring between December 23, 2010 and
continuing beyond May 31, 2012 (the period ending for this report) during which
substantially all of its assets were acquired by STMicroelectronics (sometimes
referred to hereinafter as the "Asset Sale"), as disclosed in the 8-K filed
December 29, 2010 and further described (as to the closing) in the 8-K filed
July 12, 2011. Following December 23, 2010, the Company had minimal operations
but also attempted to develop a plan to pursue a different course of operations.
During the period covered by this report back to December 23, 2010 (i.e. the
date of the Asset Sale), we were principally engaged in developing and marketing
technology and solutions enabling broadband communication, multimedia, and
networking over standard household electrical lines.
Most recently (i.e. following January, 2013), Arkados has shifted its focus
towards development of a universal platform that provides software solutions for
smart grid and smart home applications primarily in the areas of energy
management, home health care, smart appliances and home security and
We expect to develop our sales force to include a network of direct sales
regions. As we develop our international relationships with Tatung and
STMicroelectronics, we expect to establish international sales offices and
develop relationships with organizations related to our business that will be
located worldwide. We anticipate supplementing our direct sales force with sales
representative organizations and distributors. The scope and development of our
sales and marketing organization will depend, among other things, on the amount
of capital available to us and when products are ready for testing.
While endeavoring to restructure the Company following the Asset Sale and settle
obligations as a result of the Asset Sale, we retained the ability to pursue key
elements of our software and platform solutions.
Electric meters with enhanced communication capabilities-an essential component
of the smart grid-are becoming more prevalent. In 2011, more than 23% of all
U.S. electrical customers had smart meters. These meters use two-way
communication to connect utilities and their customers. They support demand
response and distributed generation, can improve reliability, and also provide
information that consumers can use to save money by managing their use of
According to research firm Zpryme, the smart grid core and enabled technology
market will reach $220 billion in size by 2020. The explosive growth in this
market is driven primarily by the first wave of smart grid implementation:
advanced metering infrastructure (the "AMI"). Utilities throughout the world
have aggressively implemented smart meters to residential and industrial
customers mainly because it is the required first step to achieve a true smart
grid and, secondarily, in response to significant government incentives to do
so. AMI lays the foundation as a hub for networking and communication and it the
gateway to the HAN. From the perspective of the end user (residential or
industrial), in-home (or in-building) devices are not only capable to
communicating with the other devices within the local network, but are also
capable of communicating outward to the FAN and WAN and implementing demand
We continue to foster our relationships with STMicroelectronics and Tatung. Each
of these relationships will allow Arkados to engage in our devised strategy of
developing software and platform solutions for home automation services.
Research and Development
While we may engage in certain activities in pursuit of home automation services
plans, no such activity exists through the end of the period covered by this
Patents, Licenses and Trademarks
The Company did not acquire any patents, licenses or trademarks during the
period of this report. We continue to maintain our license with
STMicroelectronics for patents relating to home automation services.
We face competition both from established players that are beginning to focus on
powerline networking technology, as well as recent entrants in the field. Some
of these competitors create solutions that are compliant with existing standards
and specifications, while other competitors' products are based on proprietary
technologies. Key competitors include companies such as Tendril, Greenbox
Technology and Echelon.
Results of Operations
We have not had significant revenue from operations since inception and, as a
result of the sale of substantially all our assets that occurred during 2011, as
of August 31, 2012, we are still a development stage company. Furthermore, we
have financed operating losses since September 2004 with the proceeds primarily
from related party lending from our major stockholders and affiliated lenders,
as well as other stockholders and lenders.
If we are unable to raise funds to finance our working capital needs, we will
not have the capital necessary for ongoing operations and for making our chip
ready for mass production, we could lose professional staff necessary to develop
our products and the value of our technology could be impaired. In addition, the
lack of adequate funding could jeopardize our development and delivery schedule
of our planned products. Such delays could in turn jeopardize relationships with
our current customers, strategic partners and prospective suppliers.
For The Three Months Ended August 31, 2012
During the three month period ended August 31, 2012 and 2011, the Company
recorded no revenue. Total operating expenses for the three month period ended
August 31, 2012 were $39,574 compared to total operating expenses for the three
month period ended August 31, 2011 of $131,302. In both periods, the most
significant expenses were consulting expenses and professional fees.
Interest expense on our existing debt for the three month periods ended August
31, 2012 and 2011 was $13,887 and $11,772, respectively.
Liquidity and Capital Resources
Our principal source of operating capital has been provided in the form of
equity investments and, the private placement of debt securities coupled with
warrants and related party loans. We do not have any significant sources of
revenue from our operations. No assurance can be given that we can engage in any
public or private sales of our equity or debt securities to raise working
capital. We have depended, in part, upon loans from our present stockholders or
management and there can be no assurances that our present stockholders or
management will make any additional loans to us.
Our present material commitments are the compensation of our employees,
including our executive officers, and professional and administrative fees and
expenses associated with the preparation of our filings with the Securities and
Exchange Commission and other regulatory requirements.
As of August 31, 2012, we had cash of approximately $611 and negative working
capital of ($9,343,819) compared to cash of $4,913 and negative working capital
of ($9,292,384) at May 31, 2012.
We do not have any commitments which are required to be disclosed in tabular
form as of August 31, 2012.
Critical Accounting Policies
The discussion and analysis of the Company's financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amount of assets and liabilities, revenues and expenses, and related disclosure
on contingent assets and liabilities at the date of the financial statements.
Actual results may differ from these estimates under different assumptions and
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and may potentially result in
materially different results under different assumptions and conditions. As of
August 31, 2012, management believes the critical accounting policies applicable
to the Company that are reflective of significant judgments and or uncertainties
are limited to equity based transactions or convertible debt instruments.
Accounting for Stock Based Compensation
The computation of the expense associated with stock-based compensation requires
the use of a valuation model. ASC 718 is a complex accounting standard, the
application of which requires significant judgment and the use of estimates,
particularly surrounding Black-Scholes assumptions such as stock price
volatility, expected option lives, and expected option forfeiture rates, to
value equity-based compensation. We currently use a Black-Scholes option pricing
model to calculate the fair value of stock options. We primarily use historical
data to determine the assumptions to be used in the Black-Scholes model and have
no reason to believe that future data is likely to differ materially from
historical data. However, changes in the assumptions to reflect future stock
price volatility and future stock award exercise experience could result in a
change in the assumptions used to value awards in the future and may result in a
material change to the fair value calculation of stock-based awards. ASC 718
requires the recognition of the fair value of stock compensation in net income.
Although every effort is made to ensure the accuracy of our estimates and
assumptions, significant unanticipated changes in those estimates,
interpretations and assumptions may result in recording stock option expense
that may materially impact our financial statements for each respective
Impact of Debt with Conversion Features
The Company at times enters into financing transactions whereby such debt
instruments contain conversion features into common stock and or may contain
detachable equity rights. These debt inducement features may be considered
freestanding and or beneficial conversion features in our financial statements
pursuant to the accounting guidance under ASC 470-20. These features would be
fair valued and recorded as a discount to the debt instrument and amortized over
the life of the instrument. Additional valuation features of warrants,
conversion features in debt, and similar terms that include "full-ratchet" or
reset provisions, which mean that the exercise or conversion price adjusts to
pricing in subsequent sales or issuances, no longer meet the definition of
indexed to a company's own stock and are not exempt from equity classification
provided in ASC Topic 815-15. This means that instruments that were previously
classified in equity are reclassified to liabilities and ongoing measurement
under ASC Topic 815. The amount of quarterly non-cash gains or losses we will
record in future periods will be based upon the fair market value of our common
stock on the measurement date.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
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