CURAEGIS TECHNOLOGIES, INC. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This report contains certain forward-looking statements that are based on the beliefs of management as well as assumptions made by and information currently available to management. The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, the successful commercialization of our products, general domestic and global economic conditions, government and environmental regulations, competition and customer strategies, changes in our business strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those forward-looking statements set forth herein. When used in this report, the words "anticipate", "believe", "estimate" or "expect" or words of similar import are intended to identify forward-looking statements. For further discussion of certain of the matters described above and other risks and uncertainties, see below and in "Risk Factors" in Item 1A of our 2019 annual report on Form 10-K.
Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim any obligation to update any factors or to publicly announce the results of any revisions to any of the forward-looking statements contained in this quarterly report on Form 10-Q to reflect new information, future events or other developments.
The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.
Impact of COVID-19 Outbreak
During the first quarter of 2020, the
Overall Business Strategy
The Company has two business divisions; the CURA (Circadian User Risk Assessment) division which is engaged in the fatigue management business and the Aegis division which is engaged in the development of technologies in the power and hydraulic industry. The Company is focused on the commercialization of a wellness and safety system (the myCadian system) and a uniquely designed hydraulic pump that will be smaller, lighter, less expensive and more efficient than current technology. The Company has not had significant revenue-producing operations.
It is important to note, that the cycle time from the initiation of the sales process to revenue realization can be highly variable especially as a start-up entity. In addition to the activities to be undertaken to implement our plan of operations, we may expand and/or refocus our activities depending upon future circumstances and developments.
CURA Division: the myCadian system
The Company's CURA division has developed a proprietary technology and algorithms designed to (i) identify and measure a user's individual circadian rhythm and (ii) to provide users with actionable information on alertness, wellness and overall health. The myCadian system will enable the user to anticipate and avert undesired or disastrous situations caused by the degradation of alertness. With the information provided from the software analytics, users can work with Z-Coach our proprietary sleep training and education solution to correct sleep issues and improve overall wellness.
The myCadian platform is designed to predict and detect a degradation of alertness in a user. The myCadian platform initially supports IOS devices and over time will be expanded to include android based devices. The myCadian system will include:
? a risk assessment that identifies the degradation of alertness that may affect
a wearer's ability to perform tasks,
? predictive reporting for a user to act when alertness begins to wane, before
fatigue becomes dangerous,
? flexible settings to provide employers a customized tool using their defined
safety criteria and to create protocols for action and
? the Z-Coach wellness program.
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Aegis Division: Hydraulic Pump
During 2019, the Company initiated discussions with investment advisors to
evaluate the possible monetization of the Aegis technologies. On
The Aegis hydraulic pump technology brings to the hydraulic pumps and motors industry a unique technology that is: smaller, lighter and less expensive, is more efficient and as reliable as conventional pumps and motors. The Company has completed a production prototype and had achieved significant milestones in the design and testing of this prototype. We have filed for patent protection for our novel non-rotating group pump concept.
In addition to the activities to be undertaken to implement our plan of operation detailed above, we may expand and/or refocus our marketing activities depending upon future circumstances and developments. Information regarding the Company and all of our inventions, including regular updates on technological and business developments, can be found on our website, www.CurAegis.com. The website and its contents are not incorporated by reference into this report.
Results of Operations for the three months ended
Revenue, Cost of Revenue and Margin
For the three months ended
June 30, Variance
2020 2019 Incr (decr)CURA revenue$ 2,000 $ 2,000 $ - Cost of revenue 12,000 3,000 9,000 Loss on revenue$ (10,000 ) $ (1,000 ) $ 9,000
The Company recorded zero and
Engineering and Development Costs and Expenses
For the three months ended
June 30, Variance
2020 2019 Incr (decr)
Wages and benefits $ 90,000 $ 165,000 $ (75,000 )
Professional fee and advisors - 34,000 (34,000 )
Facilities 8,000 - 8,000
Computer and software maintenance 1,000 5,000 (4,000 )
Depreciation and amortization 3,000 6,000 (3,000 )
102,000 210,000 (108,000 )
Stock based compensation (37,000 ) 8,000 (45,000 )
Total Engineering and Development
Engineering and development expenses decreased during the three months ended
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General and Administrative Costs and Expenses
For the three months ended
June 30, Variance
2020 2019 Incr (decr)
Wages and benefits $ 134,000 $ 235,000 $ (101,000 )
Professional fees and advisors 57,000 55,000 2,000
Facilities and occupancy 20,000 38,000 (18,000 )
Insurance 23,000 23,000 -
Sales and marketing 41,000 - 41,000
Patents 14,000 11,000 3,000
Computer and software maintenance 5,000 5,000 -
Shareholder 4,000 5,000 (1,000 )
Travel - 9,000 (9,000 )
Other costs and expenses 7,000 25,000 (18,000 )
305,000 406,000 (101,000 )
Stock based compensation 8,000 37,000 (29,000 )
Total General and Administrative
General and administrative expense decreased during the three months ended
Non-operating Expense
For the three months ended
June 30, Variance
2020 2019 Incr (decr)
Interest expense $ (341,000 ) $ (304,000 ) $ 37,000
Accrued severance (106,000 ) - 106,000
Other income 7,000 1,000 6,000
$ (440,000 ) $ (303,000 ) $ 137,000 Interest expense increased by
In accordance with ASC 420, the Company recognized accrual for one-time
termination benefit costs in connection with two employees whose employment with
the Company will terminate at the beginning of third quarter of 2020. These
costs will be paid over the coming six-month period through
Net Loss for the three months ended
The net loss for the three months ended
The weighted average basic and diluted common shares outstanding for the three
month periods ended
Basic and diluted loss per common share for the three-month periods ended
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Results of Operations for the six months ended
Revenue, Cost of Revenue and Margin
For the six months ended
June 30, Variance
2020 2019 Incr (decr)CURA revenue$ 5,000 $ 9,000 $ (4,000 ) Cost of revenue 13,000 9,000 4,000 Loss on revenue$ (8,000 ) $ -$ (8,000 )
The Company recorded
Engineering and Development Costs and Expenses
For the six months ended
June 30, Variance
2020 2019 Incr (decr)
Wages and benefits $ 162,000 $ 330,000 $ (168,000 )
Professional fee and advisors 1,000 163,000 (162,000 )
Facilities 16,000 16,000
Computer and software maintenance 4,000 12,000 (8,000 )
Depreciation and amortization 6,000 13,000 (7,000 )
Other costs and expenses - 12,000- (12,000 )
189,000 530,000 (341,000 )
Stock based compensation (33,000 ) 19,000 (52,000 )
Total Engineering and Development
Engineering and development expenses decreased during the six months ended
General and Administrative Costs and Expenses
For the six months ended
June 30, Variance
2020 2019 Incr (decr)
Wages and benefits $ 298,000 $ 485,000 $ (187,000 )
Professional fees and advisors 142,000 142,000 -
Facilities and occupancy 42,000 79,000 (37,000 )
Insurance 41,000 43,000 (2,000 )
Sales and marketing 41,000 62,000 (21,000 )
Patents 17,000 21,000 (4,000 )
Travel 6,000 16,000 (10,000 )
Computer and software maintenance 10,000 13,000 (3,000 )
Shareholder 10,000 11,000 (1,000 )
Other costs and expenses 6,000 30,000 (24,000 )
613,000 902,000 (289,000 )
Stock based compensation 43,000 85,000 (42,000 )
Total General and Administrative
General and administrative expense decreased during the six months ended
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Non-operating Expense
For the six months ended
June 30, Variance
2020 2019 Incr (decr)
Interest expense $ (678,000 ) $ (578,000 ) $ 100,000
Accrued severance (106,000 ) - 106,000
Other income 7,000 1,000 6,000
(777,000 ) (577,000 ) (200,000 )
Interest expense increased by
In accordance with ASC 420, as of
Net Loss for the six months ended
The net loss for the six months ended
The weighted average basic and diluted common shares outstanding for the six
months ended
Basic and diluted loss per common share for the six-month periods ended
Liquidity and Capital Resources
During the six months ended
During the second quarter of 2020, the Company received the proceeds from two
federally funded programs offered to small businesses as a result of the
Covid-19 pandemic. On
During the six months ended
Current Cash Outlook and Management Plans
As of
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Management estimates that the 2020 cash needs will run between
Since inception, we have financed our operations by the sale of our securities and debt financings. We need to raise additional funds to meet our working capital needs, to fund expansion of our business, to complete development, testing and marketing of our products, or to make strategic acquisitions or investments. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, additional financings will involve dilution to our shareholders or may require that we relinquish rights to certain of our technologies or products. In addition, we will experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from additional sources of financing, we will have to delay or scale back our plans.
The Company's ability to fund its current and future commitments from its available cash depends on its ability to launch and generate sales from the CURA app. If the Company cannot generate revenue from the CURA app, it would need to raise funds in order to meet its working capital needs and pursue its growth strategy. Although there can be no such assurances, management believes that sources for these additional funds will be available through either current or future investors.
Critical Accounting Policies
Revenue Recognition and Deferred Revenue: The Company accounts for revenue in accordance with FASB ASC 606, "Revenue from Contracts with Customers" and all related amendments. For contracts where performance obligations are satisfied at a point in time, the Company recognizes revenue when the product is shipped to the customer. For contracts where the performance obligation is satisfied over time, as in the Z-Coach sales, the Company recognizes revenue over the subscription period. Revenue from the sale of the Company's products is recognized net of cash discounts, sales returns and allowances. Our collection terms provide customers standard terms of net 30 days. Future performance obligations are reflected in deferred revenue.
Income Taxes
We account for income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax basis of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
We account for uncertain tax positions using a more-likely-than-not recognition
threshold based on the technical merits of the tax position taken. Tax benefits
that meet the more-likely-than-not recognition threshold should be measured as
the largest amount of tax benefits, determined on a cumulative probability
basis, which is more likely than not to be realized upon ultimate settlement in
the financial statements. It is our policy to recognize interest and penalties
related to income tax matters as general and administrative expenses. As of
Stock-Based Compensation
FASB ASC 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their fair values on the grant date. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized. In addition, the realization of tax benefits in excess of amounts recognized for financial reporting purposes will be recognized as a financing activity in accordance with FASB ASC 718-10.
No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets.
Impact of Inflation
Inflation has not had a significant impact on our operations to date and we are currently unable to determine the extent inflation may impact our operations in future periods.
Quarterly Fluctuations
Since we are currently focused on developing our technologies for commercialization and we have not yet engaged in significant revenue producing operations, we do not have any meaningful quarterly fluctuations that impact our financial performance.
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