This Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. You can identify these statements by forward-looking words such as
"may" "will," "expect," "anticipate," "believe," "estimate" and "continue," or
similar words. Those statements include statements regarding the intent, belief
or current expectations of the Company and members of its management team as
well as the assumptions on which such statements are based. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risk and uncertainties, and that
actual results may differ materially from those contemplated by such
forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this report and in its other reports filed with the Securities
and Exchange Commission. Important factors currently known to the Company could
cause actual results to differ materially from those in forward-looking
statements. The Company undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes in the future operating results over time. The
Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations. No assurances are made that
actual results of operations or the results of the Company's future activities
will not differ materially from its assumptions. Factors that could cause
differences include, but are not limited to, expected market demand for the
Company's services, fluctuations in pricing for materials, and competition.
The financial statements as of and for the years ended December 31, 2018 and
2017 include a summary of our significant accounting policies and should be read
in conjunction with the discussion below. In the opinion of management, all
material adjustments necessary to present fairly the consolidated results of
operations for such periods have been included in these audited consolidated
financial statements. All such adjustments are of a normal recurring nature.
Overview
We provide cloud-based geospatial solutions to accurately locate and digitally
map underground pipelines and other infrastructure in three dimensions. Our
professional staff offers the expertise, ability, and technologies required to
design and execute solutions that are delivered in a cloud-based GIS (geographic
information system) platform.
We believe that the market for aggregating and maintaining positional data for
underground assets is maturing, and that business and governmental entities are
beginning to understand the value of such data. We believe that this developing
market presents us with an opportunity to deliver long-term value to our
shareholders. In order to realize that value, our primary challenge is to raise
working capital sufficient to operate our business, and investment capital to
hire employees, acquire assets, and expand our business. Management is
currently planning to position our business to capitalize on the maturing
market for positional data, including identifying new technologies for
aggregating positional data, developing proprietary deliverables that enable the
Company to deliver value to our customers quickly and inexpensively, and
planning the strategies and processes for our upcoming marketing campaigns. We
use financial and non-financial performance indicators to assess our business,
including liquidity measures, revenues, gross margins, operating revenue, and
backlog.
Results of Operations
The following discussion should be read in conjunction with our financial
statements for the periods ended September 30, 2019 and 2018 and the related
notes thereto.
Results of Operations for the Three and Nine months ended September 30, 2019 and
2018
We had sales of $129,800 and $272,800 during the three and nine months,
respectively, ended September 30, 2019. Cost of sales was $38,827 and $83,136
for the three and nine months, respectively, ended September 30, 2019. Sales
were $259,554 and $700,122 during the three and nine months, respectively, ended
September 30, 2018. Cost of sales was $71,311 and $169,891 for the three and
nine months, respectively, ended September 30, 2018. Our sales have fluctuated
throughout 2019 and 2018 as our ability to market and perform jobs was hampered
by our financial condition. We expect sales and cost of sales to continue to
fluctuate as our business continues to mature.
Selling, general, and administrative ("SG&A") expenses were $260,602 and
$853,972 for the three and nine months, respectively, ended September 30, 2019.
SG&A expenses were $299,962 and $1,151,087 for the three and nine months,
respectively, ended September 30, 2018. The decreases in SG&A costs for the
three months ended September 30, 2019 compared to the three months ended
September 30, 2018 were due to a decrease in payroll cost due to the resignation
of our former chief executive officer and reductions in sales and technical
headcount. The reduction in SG&A expense for the nine-month periods is also due
to a decrease in insurance expense due to a reduction in insurance coverage.
Other income and expense for the three and nine months ended September 30, 2019
was net expense of $77,653 for the three months ended September 30, 2019, which
consisted entirely of interest expense, and net expense of $151,312 for the nine
months ended September 30, 2019, which included interest expense of $229,484,
gain on extinguishment of debt of $78,121, and gain on foreign currency exchange
of $51. Other income and expense for the three and nine months ended September
30, 2018 was net expense of $99,285 for the three months ended September 30,
2018, which included interest expense of $100,060, and a gain on foreign
currency exchange of $775, and net expense of $313,708 for the nine months ended
September 30, 2018, which included interest expense of $314,338, other income of
$1,711, a loss on disposal of equipment of $1,856, and gain on foreign currency
exchange of $775. The decrease in interest expense in 2019 was due to
amortization of deferred debt issuance costs on the Truitt Notes that were fully
amortized in 2018. The Company had no such amortization expense in 2019. The
gain on extinguishment of debt in 2019 was due to forgiveness of debt by our
former chief executive officer upon his resignation.
Gains or expense related to registration payment arrangements result from a
series of Stock Subscription Agreements we entered into in 2009 and 2010 (the
"Stock Subscription Agreements"). We were required to register the shares of
common stock sold pursuant to the Stock Subscription Agreements under the
Securities Act. Our failure to timely register the shares of common stock under
the Securities Act timely resulted in our obligation to issue additional shares
("Penalty Shares") to investors who purchased shares pursuant to the Stock
Subscription Agreements. We recorded a liability on our books for the value of
the estimated number of shares to be issued. We incur losses on our
registration payment arrangements when the estimated number of Penalty
--------------------------------------------------------------------------------
13
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares to be issued increases, or when the value of our common stock increases.
We record gains on our registration payment arrangements when the estimated
number of Penalty Shares to be issued decreases, or when the value of our common
stock decreases. We had no gains or losses related to registration payment
arrangements during the three and nine months ended September 30, 2019 and 2018.
We expect that income or expense related to registration payment arrangements
will fluctuate as the price of our common stock and the estimate of the number
of Penalty Shares to be issued fluctuate.
We had no benefit from income taxes during the three and nine months ended
September 30, 2019 and 2018, as our deferred tax benefit was completely offset
by a valuation allowance due to the uncertainty of realization of the benefit.
Liquidity and Capital Resources
At September 30, 2019, we had current assets of $104,080, and current
liabilities of $3,655,701. Our Company has incurred net losses since inception.
Our operations and capital requirements have been funded by sales of our common
and preferred stock, advances from our chief executive officer, and issuance of
notes payable. At September 30, 2019, current liabilities exceeded current
assets by $3,551,621, and total liabilities exceeded total assets by $3,544,821.
Those factors raise doubts about our ability to continue as a going concern.
On April 2, 2015, we entered into a Note and Warrant Purchase Agreement with
David M. Truitt, pursuant to which Mr. Truitt loaned us $1,000,000 pursuant to a
Secured Note Payable (as amended, the "Truitt Note") that is secured by
substantially all of the Company's assets, and is convertible at the holder's
option to shares of the Company's common stock at a discount to our trading
value. Mr. Truitt was appointed as the Company's chief executive officer and
chairman of the board of directors on June 12, 2019. The Truitt Note was
originally due on October 2, 2015. On January 26, 2016, we entered into an
Agreement and Amendment with Mr. Truitt (the "January 2016 Amendment"), pursuant
to which Mr. Truitt loaned us an additional $250,000, and extended the due date
of the Truitt Note to July 31, 2016. We also issued Mr. Truitt warrants to
purchase 25.0 million shares of our common stock in connection with the January
2016 Amendment. On August 12, 2016, we entered into an Agreement and Amendment
with Mr. Truitt (the "August 2016 Amendment"), pursuant to which Mr. Truitt
agreed to extend the maturity date of the Truitt Note to January 31, 2017, in
consideration for the Company issuing to Mr. Truitt warrants to purchase 12.0
million shares of the Company's common stock. On November 9, 2016, we made a
payment of $200,000 of the balance of the Truitt Note. On December 14, 2016, we
entered into a Note and Warrant Purchase Agreement (together with the Truitt
Note, as amended, the "Truitt Notes") with Mr. Truitt, pursuant to which Mr.
Truitt loaned the Company an additional $100,000 subject to the terms of the
Truitt Note, and the Company issued to Mr. Truitt warrants to purchase 100,000
shares of the Company's common stock. On August 31, 2017, we entered into an
Agreement and Amendment with Mr. Truitt (the "August 2017 Amendment") pursuant
to which (i) the maturity date of the Truitt Notes were extended to June 1,
2018; (ii) the price at which the Truitt Notes are convertible to shares of the
Company's common stock was amended to institute a floor of $0.02 per share;
(iii) the interest rate on the Truitt Notes were amended to 15% per annum
effective upon the execution of the August 2017 Amendment; (iv) the events of
default under the Truitt Notes were waived; and (v) the Company delivered to Mr.
Truitt a warrant to purchase 20.0 million shares of the Company's common stock
at a price of $0.01 per share. On June 15, 2018, we entered into an Agreement
to Amend Notes and Security Agreements with Mr. Truitt, pursuant to which (i)
the due dates on the Truitt Notes were extended to September 15, 2018; (ii) the
event of default of June 1, 2018 was waived; (iii) the Company agreed to use a
portion of newly-raised capital to repay a portion of the Truitt Notes; (iv) the
governing law, jurisdiction, and venue of the Truitt Notes was changed to
Fairfax County, Virginia; and (v) increase the interest rate to 20% effective
June 1, 2018. We currently do not have the ability to pay the Truitt Notes.
During 2018, we sold approximately 22.1 million shares of common stock for a net
consideration of $326,000, and received $100,000 for the exercise of warrants to
purchase 10.0 million shares of common stock. In addition, we issued
approximately 7.2 million shares of stock for services with a fair value of
$107,700, and converted approximately $176,000 of liabilities to notes payable.
We also issued $200,000 of unsecured convertible promissory notes.
From January 1, 2019 through November 8, 2019, we sold approximately 21.7
million shares of common stock for a net consideration of approximately
$325,000, and issued approximately 4.4 million shares of common stock for
services with a fair value of approximately $65,000. In addition, we converted
liabilities with a fair value of approximately $222,000 to approximately 14.8
million shares of common stock. We also issued promissory notes totaling
$150,000 to Mr. Truitt for cash (the "2019 Truitt Notes"). The 2019 Truitt
Notes require us to remit 50% of our collections on accounts receivable to Mr.
Truitt until the 2019 Truitt Note and accrued interest are paid in full, and
thereafter requires us to remit 25% of our collections on accounts receivable
until the Truitt Notes are paid in full. In addition, Mr. Truitt exercised
warrants to purchase 5.0 million shares of the Company's common stock for
consideration of $50,000.
Management is continuing its efforts to secure funding sufficient for the
Company's operating and capital requirements through private sales of common
stock and issuance of notes payable, and to negotiate settlements or extensions
of existing liabilities. The proceeds of such sales of stock or issuances of
notes payable, if any, will be used to repay the Truitt Notes and to fund
general working capital needs.
We changed the focus of our company to position us to generate revenue from both
data acquisition and data management. We expanded our service offerings to
provide data acquisition services utilizing several technologies. We have
established a powerful cloud-based environment where we are developing
proprietary deliverables that enable the Company to automate data processing and
deliver value to our customers quickly and inexpensively. We believe that our
changes to our operating focus will enable us to begin to generate significant
revenue from operations.
We believe that our actions and planned actions will enable us to finance our
operations beyond the next twelve months.
We do not believe that inflation and changing prices will have a material impact
on our net sales and revenues, or on income from continuing operations.
Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements as of September 30, 2019.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information under this item.
--------------------------------------------------------------------------------
14
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Critical Accounting Policies and Estimates
Use of Estimates in Financial Statements
We prepare our financial statements in conformity with accounting principles
generally accepted in the United States of America, which require us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Estimates and assumptions which, in our opinion, are significant to the
underlying amounts included in the financial statements and for which it would
be reasonably possible that future events or information could change those
estimates include:
Registration Payment Arrangements.
We are contractually obligated to issue shares of our common stock to certain
investors for failure to timely register their shares of our common stock under
the Securities Act. We have recorded a liability for the estimated number of
shares to be issued at the fair value of the stock to be issued. We review on a
quarterly basis our estimate of the number of shares to be issued and the fair
value of the stock to be issued.
Realization of Deferred Income Tax Assets.
We provide a net deferred tax asset or liability equal to the expected future
tax benefit or expense of temporary reporting differences between financial
reporting and tax accounting methods and any available operating loss or tax
credit carryovers. At September 30, 2019, we had a deferred tax asset resulting
principally from our net operating loss deduction carryforward available for tax
purposes in future years. This deferred tax asset is completely offset by a
valuation allowance due to the uncertainty of realization. We evaluate the
necessity of the valuation allowance quarterly.
© Edgar Online, source Glimpses
GEOSPATIAL CORPORATION 
