Item 1. Business
B-Scada, Inc. (“we,’’ “B-Scada,” “us,” “our”) is in the business of developing software and hardware products for the visualization and monitoring of data in residential and commercial settings and in heavy industries. Since 2003, B-Scada's focus on user interface design solutions for Windows and web applications has given us a unique perspective and insight into the data visualization market. Our software solutions are reducing resource consumption, increasing productivity, and improving safety all over the world in industries like manufacturing, building automation, water treatment, energy management, and other fields of business relying on real-time data visualization and analytics to manage their processes. With a background in heavy industrial software technology, B-Scada has pushed beyond the traditional boundaries of SCADA (Supervisory Control and Data Acquisition) to bring our technology to light industrial, commercial and residential customers as well.
From machine-level HMI software to enterprise-level SCADA software, B-Scada leverages the latest technology and industry standards to provide powerful, stable and modern solutions to its customers. B-Scada also has IoT (Internet of Things) cloud-based and on premise solutions, that allow users to create powerful customized applications for Smart Cities (monitoring of various city attributes; i.e., traffic, pollution, energy usage) and remote monitoring. B-Scada’s team of developers and designers have provided world-class service and consultation to customers in a wide range of vertical markets.
B-Scada licenses portions of its technology for use in the products of smaller software firms and Fortune 500 companies. B-Scada also markets and sells a line of wireless sensors used for monitoring various information like temperature, pressure, voltage and water detection. The sensors are used in a variety of light commercial applications with the data and analytics being managed with our IoT Platform. Our products are marketed and sold globally and offered through a sales channel of system integrators and resellers.
History
We were originally formed under the name Firefly Learning, Inc. on May 31, 2001. In October, 2005, pursuant to an exchange agreement, we acquired all of the issued and outstanding shares of capital stock of Mobiform, Ltd., a Canadian corporation (“Mobiform Canada”), in exchange for shares of our Common Stock and changed our name to Mobiform Software, Inc. After the acquisition, Mobiform Canada became our wholly-owned subsidiary. Effective September 14, 2010, Mobiform Canada was dissolved. On October 19, 2012, we changed our name to B-Scada, Inc. On October 15, 2014, we formed a wholly-owned subsidiary in Spain, B-Scada Soluciones Industriales SL (“B-Scada Spain”), to provide improved sales, service and support to Europe, Latin America, the Middle East and Africa. On August 20, 2015, we incorporated Monitor Sensing Technologies Inc. (“MST”), a wholly-owned Florida subsidiary. This subsidiary provides low cost sensors for the residential and light commercial market.
Our technology team is comprised of seasoned veterans of software design and development who have extensive experience in designing, building and delivering world-class software solutions for numerous vertical markets.
Product Description
We develop and sell software designed for use by system integrators, industrial engineers, graphic designers and computer programmers. Our primary line of HMI software and SCADA products is a set of programs that allows users to generate “user interfaces.” User interfaces include internet web sites and computer applications of all kinds, including computer models of simple and complex systems (for example, a functioning power plant, an HVAC unit, solar panels, boilers or a waste water treatment plant). Given the great and increasing pervasiveness of user interfaces in the world economy, the demand for products that allow for the simple and flexible creation of user interfaces is enormous. Our system also archives the data that it collects, allowing users to generate reports for compliance or analysis. The system contains analytics capabilities with many types of charts and both real time and historical trends. Alarming notifications send important messages as values change, and workflow can even be used to automate equipment function.
We have also developed our own line of lightweight commercial sensors sold by MST, our wholly owned subsidiary.
Our products are utilized by many vertical markets including building automation, energy management, smart grid, petro-chemical, mining, agriculture, transportation, aquaculture and manufacturing. The system is also very suitable for Smart City applications.
Revenue Streams
B-Scada’s revenue has traditionally been generated from two sources: (i) retail sales of our HMI and SCADA software products and (ii) licensing of our technology to other companies. Development, design, consulting services and support are part of all product sales. In 2016 we will begin to more aggressively promote our IoT Platform and lightweight commercial sensors and monitoring solutions.
Retail
B-Scada ‘Status’ allows designers to create a representation of their manufacturing processes. Once the graphic display is created, Status has web services that connect to data on the factory floor and provide information to the various meters, gauges and graphics on screen. Data flows two ways with Status; it can monitor data, and it allows the click of a button onscreen to start or stop a piece of equipment on the factory floor.
B-Scada has attracted a number of resellers and system integrators that are now promoting and using ‘Status’ in commercial settings. We are targeting potential customers to offer customized applications to meet their industry requirements. Status is now being used to monitor the 4th largest subway system in the world in Seoul, South Korea. It is monitoring HVAC performance in pharmaceutical manufacturing facilities in China, and is used in various monitoring applications in numerous verticals in the United States.
Technology Licensing
Development of SCADA systems typically requires millions of dollars in development capital over several years. Larger firms cannot develop their own systems with the efficiency of smaller companies; a larger firm trying to develop such a system in house could easily spend $15 million or more. As such, we believe that there is incredible value in the intellectual property that B-Scada currently holds.
Some companies identifying the value of this technology have approached us to use portions of our technology in their software products. As a result, in addition to selling our own software products, we also license the technology we have developed to other software companies. Long-term licenses to multinational software companies are a major part of our business. The lead time for our engineers to work with theirs in developing successful integration of our software with their future products is fairly long - from nine months to two years - but the result is a multiyear high revenue license providing substantial income for us for years to come. We have several such agreements in place with Fortune 500 companies and also agreements with smaller firms.
The relationships established through licensing are very strategic and may lead to acquisitions to prevent competitive companies from having the same strategic benefits.
IoT Platform and Lightweight Commercial Sensors
B-Scada has developed its own line of lightweight commercial sensors sold by our subsidiary, MST. These devices have been integrated into B-Scada IoT and SCADA software solutions. The intent is that B-Scada software hosted in the cloud will be used as the IoT Platform for consuming the sensor data. The initial wireless sensors offered to the market include temperature, humidity and water detection. A relay for turning equipment on and off remotely is also included as well as milliamp and voltage detectors.
Customers are billed on a monthly basis in a SaaS model (Software as a Service) for the monitoring services, similar to how one is billed for home security with companies like ADT. A Microsoft Azure based version of Status Enterprise has been in development for several months and is now up and running at a Beta level. This system will be branded and used for the Monitor Sensing data coming in from customers using the sensors and gateways. B-Scada will use online advertising for pulling in web traffic to the website. The website will have product information, case studies and the ability to order online which will be integrated with an online store from eBay. Web ads will be placed with Google, Bing and LinkedIn. Ads will navigate back to the main sensor web site. Mass e-mails will be done to our e-mail contacts, but over time this is becoming less and less effective. We will be mailing traditional flyers to companies and these companies could white label our solution and brand it as their own. Companies who could use this technology include plumbing and building contractors and commercial farming applications. Companies that install data centers and marinas could also leverage this technology. The IoT Platform will continue to be promoted to those looking for monitoring and analytics solutions for remote sources of data coming from other sources of data. We will also more actively pursue Smart Cities as a viable vertical for our platform.
Development Services and Support
B-Scada has been recognized as a leading edge software development firm. We are often asked to provide software development services, graphics design and consulting as part of the technology licensing agreements we sign with our customers.
By providing a limited amount of consulting services, B-Scada is able to identify potential software products and components that are needed by industry and produce those products for market. These components will feed our technology base and the relationships developed from the consulting will provide potential sales channels and additional licensing and original equipment manufacturer (“OEM”) agreements to us.
Raw Materials and Suppliers
Since our products are principally intellectual property, raw material sources and availability are not significant to us. We will, however, be in competition with all other technology firms in attracting and retaining software engineering talent for Microsoft Windows developers, particularly those involved in .NET development. These resources are in extremely high demand and competition for these resources is significant.
Limited Customer Base
We have numerous customers using our products. While all customers are important to our success, a few significant customers comprise the majority of our revenue. In fiscal 2015 four customers generated 21%, 19%, 15%, and 11% of our revenues and in fiscal 2014 three customers generated 41%, 17%, and 11% of our revenues. The loss of any of these customers could have a material effect on our business, financial condition and results of operations. While we endeavor to retain the customers we have and seek to broaden our customer base, there is no assurance that we will succeed in doing so.
Protection of Intellectual Property
We own trademarks for our logos and product names. We will consider patent applications as they are warranted and our resources allow. Our future success and our ability to compete may greatly depend on our proprietary technology. We therefore rely on trade secret laws, together with non-disclosure agreements and licensing agreements to establish and protect whatever proprietary rights that we may have.
Government Approval and Regulation
Our products and services do not require government approval and are not regulated by the government.
Cost and Effects of Compliance with Environmental Laws
We do not have any material costs or involvement with compliance with environmental laws.
Employees
We have fifteen full-time employees, which includes six programmer product developers, one graphic designer, two sales and marketing representatives, four quality assurance representatives, one Chief Financial Officer and one Chief Executive Officer.
Item 1A.
Item 1A. Risk Factors
The information to be reported under this item is not required of smaller reporting companies.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Item 2. Properties
Description of Properties
Our U.S. executive offices and research and development facilities are located in Crystal River, Florida. We purchased a new office facility and incurred a mortgage in the amount of $127,500 for a 4,000 square foot office and research facility.
Our office in Spain is located in Cartagena, Murcia. We sublease the office from an entity related to the two principal employees in Spain. The sublease is for an initial five-year period ending October 31, 2019 with the option for annual renewals thereafter. Base rent is $1,190 (1,050) per month for the first fourteen months and increases to $1,430 (1,260) per month for the remainder of the term. There is an annual escalation based on the Spanish National General Index of Consumer Prices and we are responsible for the related costs, such as, taxes, utilities and maintenance.
Item 3.
Item 3. Legal Proceedings
The Company is not a party to, and its property is not the subject of, any pending legal proceedings.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
Part II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Currently our Common Stock is quoted on the Over the Counter Bulletin Board (“OTCBB”) under the symbol SCDA. The reported high and low sales prices for the common stock as reported on the OTCBB are shown below for the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.
As of October 31, 2015, Olde Monmouth Stock Transfer confirmed there were 131 holders of record owners of our common stock.
Dividends and Dividend Policy
We have never paid dividends on our Common Stock and our present policy is to retain anticipated future earnings for use in our business.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Securities Authorized for Issuance under Equity Compensation Plans
None
Recent Sales of Unregistered Securities
There were no issuances of our common stock in the 4th quarter of fiscal 2015.
Item 6.
Item 6. Selected Financial Data.
The information to be reported under this item is not required of smaller reporting companies.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our results of operations should be read together with our financial statements and the related notes, included elsewhere in this report. The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involves unknown risks and uncertainties. Examples of forward-looking statements include: projections of capital expenditures, competitive pressures, revenues, growth prospects, product development, financial resources and other financial matters. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “should,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” or the negative of such terms, or other comparable terminology. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Annual Report on Form 10-K.
Executive Summary
B-Scada, Inc. (“we,’’ “B-Scada,” “us,” “our”) is in the business of developing software and hardware products for the visualization and monitoring of data in residential, commercial and heavy industries. Since 2003, B-Scada's focus on user interface design solutions for Windows and web applications has given us a unique perspective and insight into the data visualization market. Our software solutions are reducing resource consumption, increasing productivity and improving safety all over the world in industries like manufacturing, building automation, water treatment, energy management, and other fields of business relying on real-time data visualization and analytics to manage their processes. With a background in heavy industrial software technology, B-Scada has pushed beyond the traditional boundaries of SCADA (Supervisory Control and Data Acquisition) to bring our technology to light industrial, commercial and residential customers as well.
From machine-level HMI software to enterprise-level SCADA software, B-Scada leverages the latest technology and industry standards to provide powerful, stable, and modern solutions to its customers. B-Scada also has IoT (Internet of Things) cloud-based and on premise solutions, that allow users to create powerful customized applications for Smart Cities and remote monitoring. B-Scada’s team of developers and designers have provided world-class service and consultation to customers in a wide range of vertical markets.
From machine-level HMI software to enterprise-level SCADA software, B-Scada leverages the latest technology and industry standards to provide powerful, stable, and modern solutions to its customers. B-Scada also has IoT (Internet of Things) cloud-based and on premise solutions, that allow users to create powerful customized applications for Smart Cities and remote monitoring. B-Scada’s team of developers and designers have provided world-class service and consultation to customers in a wide range of vertical markets.
Overall Strategic Goals
Our goal is to become a leading supplier of data visualization and analytics to industry. Using some of the best talent in the industry, we build our monitoring systems in house and sell them into various vertical markets worldwide including building automation, petro chemical, transportation, electricity distribution and EPA emissions monitoring. Smaller firms and Fortune 500 companies have recognized the talent of our technical staff and the unique capabilities of our technology. This has given us the ability to license portions of our technology to other companies to use in their software systems.
Products and Services
Our technology team has extensive experience in software design and development and has designed, built and delivered, over the years, world-class software solutions for numerous vertical markets. In addition to software development, we also derive income from the sale of wireless sensors, consulting services, graphic design and contract development that we offer hand in hand with our software solutions.
Product Description
Our Status product line falls into the category of SCADA (Supervisory Control and Data Acquisition) or HMI (Human Machine Interface) software. In addition, our technology is hosted providing an Internet of Things (IoT) platform for monitoring of industrial and commercial data.
The Status family of products are a powerful data visualization software package that allows the user to create highly graphical screens and connect the controls on the screens to real-time data. The screens can then be published and viewed by anyone within the company or from the web. The system includes alarming, reporting, workflow, data modelling and calculation services. Users can use a Windows client or any HTML5 enabled device to access the system.
Status has built-in connectivity to real-time OPC (Open Process Control) data (including OPCUA (Unified Architecture)) and can very easily be extended to bind to other types of data. OPC data is primarily used in the manufacturing and process control industries. The market appeal for Status is its ability to connect to a variety of data from hundreds of data sources and display that data in real time.
‘Status Machine Edition’ was released in January 2009 as an industrial control and monitoring application for heavy industry and manufacturing. 'Status Enterprise' is a supervisory level version of Machine Edition which was released in January 2014.
While Status Enterprise has been deployed internally behind the firewall of corporate networks, it can also be installed on hosted servers on the web. This allows users to bring data into the system from many different devices located anywhere. The HTML 5 support allows the data to be visualized on almost any device. As such, Status Enterprise is a true IoT (Internet of Things) platform. Starting in February of 2015, B-Scada has begun to present Status Enterprise as an IoT platform known as VoT (Virtualization of Things). The intent of this platform is to open additional markets to B-Scada products, markets that may not be realized if our systems were marketed as SCADA only.
Through the various Internet of Things trade shows attended by B-Scada during the year a number of observations have become apparent. IoT customers are looking for complete solutions. This includes the monitoring software, hardware and consulting services for a turnkey system. In order to address this B-Scada has started the process of providing its own sensors to the IoT market.
We have attracted a number of resellers and system integrators that are now promoting and using the Status product line in commercial settings. We believe that this will result in greater sales and distribution of our software through retail outlets and to original equipment manufacturers (“OEM”s). We are also targeting potential customers to offer customized applications to meet their industry requirements.
B-Scada technology is used to monitor one of the largest subway systems in the world in Seoul, South Korea. The system monitors building automation performance electricity distribution, mining, manufacturing, aquaculture and petrochemical and is also used for line of business applications.
B-Scada Systems are used in the United States and around the world in numerous countries including Germany, Sweden, Taiwan, Kuwait, Malaysia, Chile, Canada, United Kingdom, Italy, Turkey, South Africa, Russia and France.
Consulting
In addition to sales of the Status products, we generate revenue by providing consulting services to companies that wish to extend and customize our technology. We provide .Net development and graphic design services. We also offer training on our systems.
Technology Licensing
In addition to selling our own software products, we also license the technology we have developed to other software companies. Long-term licenses to multinational software companies are a major part of our business. The lead time for our engineers to work with theirs in developing successful integration of our software with their future products is fairly long - from nine months to two years - but the result is a multiyear high revenue license providing substantial income for us for years to come. We have several such agreements in place with Fortune 500 companies, and agreements with smaller firms.
The products developed using B-Scada’s technology include industrial automation solutions, medical applications, smart grid, building automation and line of business applications. The relationships established through licensing are very strategic and may lead to acquisitions to prevent competitive companies from having the same strategic benefits.
Growth Strategy
B-Scada software can collect vital information of what is happening with the system it is monitoring. This data can be very valuable for such activities as scheduling, predictive maintenance and manufacturing execution as well as providing for real-time business process management data to executive-level personnel. Our growth strategy is to grow our software offerings beyond SCADA and provide a more complete and valuable offering to our customers. These additional software products may be developed in house as the company grows, or added through a business acquisition. Additional capital may be needed to finance such an acquisition, either through debt or equity public or private offerings. There is no assurance that, if needed, we will be able to raise capital in an amount necessary to finance such acquisition or finance such acquisition on acceptable terms.
One new area B-Scada is looking at is IoT (Internet of Things). The software products we offer fit very well with this new growth industry. In 2015 we have started new marketing and product initiatives in this space using our existing technology. From various trade shows we have attended, it has become obvious that many potential IoT customers are looking for turnkey solutions and do not want to develop them themselves. In line with meeting these needs, we plan on offering additional products alongside our software, including sensors, and will be expanding our efforts to partner with other companies in the IoT space to help deliver more complete solutions to the market.
On May 1, 2015, B-Scada signed an agreement with an electronic manufacturing firm for the development of B-Scada sensors. As mentioned, it has become apparent that customers are looking for a complete IoT solution instead of trying to piece together a solution from various vendors. While some sensor companies have software for viewing their sensor data, the software is very limited in its abilities and can only be used with data from that one company. B-Scada software will be able to work with B-Scada sensors as well as sensors and hardware from hundreds of other companies, allowing for the development of a sophisticated system aggregating data from many different hardware sources into custom solutions for commercial and industrial customers.
B-Scada currently has companies that are evaluating Status Enterprise as a data visualization solution to be marketed and sold with their existing hardware and/or software products. There is some integration work required before these systems will be available on the market, but the opportunities look promising.
Revenue Strategy
We sell our SCADA software products to system integrators and commercial customers for visually monitoring and archiving their industrial data. Often, we are asked to provide technical expertise in the form of software development, graphics design and consulting services along with the software we provide our customers. We currently sell our SCADA products directly over the Internet from our website and through resellers to end users and system integrators.
Our IoT initiatives include offering hosted services through a SAAS (Software as a Service) model. This opens up B-Scada to a much larger market than SCADA alone and provides additional revenue streams using technology already developed by B-Scada. These hosted offerings will be driven by the sale of lightweight commercial sensors owned by B-Scada and sold to the market through online sales, resellers, retailers and system integrators.
We are currently generating revenues by licensing portions of our technology to different software companies, which technology they in turn use in their software products. These license agreements are long term arrangements providing consistent revenue to B-Scada.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.
Certain of our accounting policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s subjective judgments are described below to facilitate a better understanding of our business activities. We base our judgments on our experience and assumptions that we believe are reasonable and applicable under the circumstances.
Revenue Recognition - Our revenues are recognized in accordance with FASB ASC Topic 985-605 “Revenue Recognition” for the software industry. Revenue from the sale of software licenses is recognized when standardized software modules are delivered to and accepted by the customer, the license term has begun, the fee is fixed or determinable and collectability is probable. Revenue from software maintenance contracts and Application Service Provider (“ASP”) services are recognized ratably over the lives of the contracts. Revenue from professional services is recognized when the service is provided.
We enter into revenue arrangements in which a customer may purchase a combination of software, maintenance and support, and professional services (multiple-element arrangements). When vendor-specific objective evidence (“VSOE”) of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when that element is sold separately. For maintenance and support, VSOE of fair value is established by renewal rates, when they are sold separately. For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.
Technology Development - We capitalize costs to develop technology for sale once technological feasibility is established. Costs incurred to establish technological feasibility are charged to expense when incurred. Capitalization of technology costs cease when the related products are available for sale and at this time the capitalized costs are amortized on a straight-line method over the remaining estimated economic life of the product.
Results of Operations
The following tables set forth, for the periods indicated, certain items from the consolidated statements of operations along with a comparative analysis of ratios of costs and expenses to revenues.
Comparison of the Fiscal Years Ended October 31, 2015 and 2014
Revenues
Our revenues for the year ended October 31, 2015 amounted to $1,935,468 compared to fiscal 2014 revenues of $2,037,572, a decrease of $102,104 (5%). In fiscal 2015, we had decreases in technology licensing and support revenues of $52,869 and commercial software revenues of $49,235
We have completed the process of transitioning to Status Enterprise to be our primary product focus. Status Enterprise was fully launched in the spring of 2014. Revenue from this product started to materialize towards the end of 2014, but has not picked up steam as anticipated, primarily due to the loss of our petrochemical customers. We are currently reevaluating our product positioning and marketing material to facilitate increased product sales. IoT prospects for the system has been increasing due to our surge in marketing and tradeshow activities. We also have a sensor manufacturer who is now piloting the sale of hardware and software bundles to its customers, including Status Enterprise as the visualization solution. While there is no assurance regarding the significance of future sales growth, we are reasonably confident that the system will be successful.
Our IoT Platform launched this spring has produced some initial customer wins, including an enterprise IT management solution for one of Taiwan's leading telecommunications companies, commercial office space monitoring in Africa and solar panels in Singapore. Status Enterprise has also had customer wins including a deployment in South America for one of the world's largest copper producers. United States deployments include monitoring irrigation systems at a public University campus and multiple deployments for commercial boilers and aquaculture. B-Scada has also established relationships with a leading hardware provider who will start bundling our software with its hardware in Q2 2016.
Our plans for 2015-2016 included establishing our IoT Platform, increasing our European presence with the opening of our subsidiary in Spain, and expanding the languages we operate in from English only to English, Spanish and Portuguese.
In fiscal 2014, development services from our customers accounted for most of the increase in technology licensing and support revenues. Demand for these services dropped off in 2015 as some of these customers are petrochemical companies reducing expenditures. We continue to implement our strategic goals to generate increased revenues from the sales of our products and services. Service revenues include revenues from fees charged for the implementation of our software products and training of customers in the use of such products.
We are currently selling our software over the internet and are marketing our products and services to companies which may want to license or joint venture some of our software applications. New product and services revenue from our IoT initiatives will begin to influence our revenue in early fiscal year 2016. Revenue from our offices in Spain were minimal for 2015 as it was the first year of operations, but still contributed to our overall revenue for the year. In the twelve months ended October 31, 2015, Spain generated $198,003 in technology licensing and support revenues and $25,419 in commercial software revenues.
Operating Expenses
Technology licensing and support costs and commercial software costs consist primarily of payroll and related expenses and, in fiscal 2015, costs for hardware. Technology licensing and support costs amounted to $282,876 in the year ended October 31, 2015 compared to $191,590 in the year ended October 31, 2014 an increase of $91,286 (48%). However, included in fiscal 2015 costs are costs for hardware of $158,296 for Spain. Thus on a comparative basis, payroll and related expenses decreased $67,010 (35%). Commercial software costs amounted to $450,034 in the year ended October 31, 2015 compared to $245,674 in the year ended October 31, 2014, an increase of $204,360 (83%).
As a percentage of technology licensing and support revenues the related costs increased to 16% in fiscal 2015 as compared to 11% of such revenues in fiscal 2014. This increase is a result of Spain’s hardware sales which have low margins. Commercial software costs were 244% of commercial software revenues in fiscal 2015 compared to 105% in fiscal 2014. This was a result in the increase in payroll and related costs. Overall these costs represented 38% of fiscal 2015 revenues and 21% of fiscal 2014 revenues.
Sales and marketing costs increased to $600,544 in the year ended October 31, 2015 from $361,065 in the year ended October 31, 2014, an increase of $239,479 (66%). Payroll and related costs increased to $340,930 ($51,940 in Spain) from $204,617 and advertising and marketing costs increased to $100,351 from $100,472. As operations continue to improve we have increased our sales and marketing budget since we believe it is necessary to better market our products and services in order to accomplish our plan for revenue growth.
Research and development costs increased to $122,487 in the year ended October 31, 2015 from $115,496 in the year ended October 31, 2014, an increase of $6,991 (6%). We continue our research and development on new features for Status Enterprise as well as, Sensors, and VoT Cloud-Azure.
General and administrative costs increased to $1,021,424 in the year ended October 31, 2015 from $570,567 in the year ended October 31, 2014, an increase of $450,857 (79%). The increase was primarily related to increases in payroll and related costs, which increased to $434,814 ($83,440 in Spain) from $285,398, a result of increased administrative duties as our business continues to grow, a one-time charge related to the establishment of our office in Spain of $137,000 and stock-based compensation expense of $72,393.
Other Income and Expenses
Interest expense increased to $5,763 in the year ended October 31, 2015, of which $5,560 relates to the mortgage on our office building, from $3,869 in the year ended October 31, 2014, an increase of $1,894 (49%).
Income Tax Benefit
Prior to the year ended October 31, 2013 the deferred tax asset arising from pre-tax losses had been fully reserved as we were not able to determine that it was more likely than not that we would be able to realize the tax benefits in the future. Based on our evaluation of the positive and negative evidence at October 31, 2014 and 2013, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively. In the twelve months ended October 31, 2015, we recorded a deferred income tax benefit of $164,331, $75,465 related to U.S. operations and $88,866 related to Spanish operations.
Net Income (Loss)
Net loss in the year ended October 31, 2015 totaled $398,221 ($207,309 of it from our Spanish operations) compared to net income of $1,029,563 in the year ended October 31, 2014, a decrease of $1,427,784 (139%) as discussed above.
Comparison of the Fiscal Years Ended October 31, 2014 and 2013
Revenues
Our revenues for the year ended October 31, 2014 amounted to $2,037,572 compared to fiscal 2013 revenues of $1,547,532, an increase of $490,040 (32%). In fiscal 2014, we had increases in technology licensing and support revenues of $616,465 which were offset by a decline in commercial software revenues of $126,425.
Operating Expenses
Technology licensing and support costs and commercial software costs consist primarily of payroll and related expenses. Technology licensing and support costs amounted to $191,590 in the year ended October 31, 2014 compared to $140,987 in the year ended October 31, 2013 an increase of $50,603 (36%). Commercial software costs amounted to $245,674 in the year ended October 31, 2014 compared to $180,819 in the year ended October 31, 2013 an increase of $64,855 (36%). These increased costs result from our adding personnel to service our new business as well as the anticipated business from the release of Status Enterprise in January 2014.
As a percentage of technology licensing and support revenues the related costs decreased to 11% in fiscal 2014 as compared to 12% of such revenues in fiscal 2013. Commercial software costs were 105% of commercial software revenues in fiscal 2014 compared to 50% in fiscal 2013. This was a result of our decrease in such revenues in fiscal 2014. Overall these costs represented 21% of revenues this period and 21% of fiscal 2013 revenues.
Sales and marketing costs have increased to $361,065 in the year ended October 31, 2014 from $238,372 in the year ended October 31, 2013, an increase of $122,693 (51%). Payroll and related costs increased to $204,617 from $150,580 and advertising and marketing increased to $100,472 from $61,460. As operations continue to improve we have increased our sales and marketing budget since we believe it is necessary to market our products and services in order to accomplish our plan for revenue growth.
Research and development costs increased to $115,496 in the year ended October 31, 2014 from $85,037 in the year ended October 31, 2013, an increase of $30,459 (36%). Research and development payroll and related costs increase as we continuously work on new features for our products.
General and administrative costs increased to $570,567 in the year ended October 31, 2014 from $417,429 in the year ended October 31, 2013, an increase of $153,138 (37%). The increase was primarily related to increases in payroll and related costs, which increased to $285,398 from $210,060, repairs and maintenance, which increased $20,501, and professional and consulting fees, which increased $35,787. The increases in payroll and professional and consulting fees result from increased costs to administer our business as it continues to grow and to properly maintain the financial records necessary for our periodic filings which are required as a public company. The increased repairs and maintenance costs, which should be non-recurring, relate primarily to the relocation to our new office facility in April 2014. These relocation cost increases were offset by a related decrease in rent expense of $17,554.
Depreciation expense increased to $11,944 in the year ended October 31, 2014 from $5,040 in the year ended October 31, 2013 primarily due to the purchase of and improvements made to our new office facility.
Interest and Debt Costs
Other income and expenses in the year ended October 31, 2014 consists of interest expense of $3,869 net of interest income of $1,447 and interest expense of $15,413 ($7,979 related party) net of interest income of $69 in the year October 31, 2013.
Interest expense decreased from $15,413 in the year ended October 31, 2013 to $3,869 in the year ended October 31, 2014. We paid off both our promissory notes with our CEO ($164,173) and the convertible debenture ($50,000) during fiscal 2013. In the year ended October 31, 2014, we incurred interest expense from the mortgage payable on our new office facility.
Income Tax Benefit
Prior to the year ended October 31, 2013 the deferred tax asset arising from pre-tax losses had been fully reserved as we were not able to determine that it was more likely than not that we would be able to realize the tax benefits in the future. Based on our evaluation of the positive and negative evidence at October 31, 2014 and 2013, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively.
Net Income
Net income in the year ended October 31, 2014 totaled $1,029,563 compared to net income of $871,248 in the year ended October 31, 2013, an increase of $158,315 (18%) as discussed above.
Liquidity and Capital Resources
We currently fund our operations through sales of our products and services and, when necessary, through sales of equity and debt securities.
At October 31, 2015 we had cash and cash equivalents of $840,777 compared to $1,144,915 at October 31, 2014. The decrease of $304,138 is primarily attributable to cash used for operations and technology development.
Cash Flows
Net cash provided by (used for) operating activities amounted to $(47,384) and $205,133 in the fiscal years ended October 31, 2015 and 2014, respectively. Net cash from operations decreased $252,517 as our increased operating costs, including the cost of opening our Spanish office, exceeded the increase in our revenues while we implemented our overall strategic business plan.
In fiscal 2015 investing activities, we used $200,000 and $19,283 for technology development and the purchase of equipment, respectively. In fiscal 2014 investing activities, we used $3,256 and $95,309 for the purchase of a domain name and equipment, respectively.
In fiscal 2015 and 2014 financing activities, we used $16,064 and $9,009, respectively, in cash for principal payments on the mortgage incurred from the purchase of our new office facility. Additionally, in fiscal 2014 we received $800,000 in cash from the sale of 2,424,242 shares of our common stock at $0.33 per share.
We believe that our cash on hand at October 31, 2015 and our revenue commitments will be sufficient to fund our operations for at least the next 12 months. We have signed significant licensing agreements and continue to market our products and services in accordance with our strategic business plan. There is no assurance that the income generated from these and future agreements will meet our working capital requirements or that we will be able to sign significant agreements in the future.
Deferred Tax Asset Valuation Allowance
Accounting standards require that we assess whether a valuation allowance should be established against our deferred tax asset based on the consideration of all available evidence using a "more likely than not" standard. In making such judgments, we considered both positive and negative evidence as well as other factors which may impact future operating results. From our inception through October 31, 2012, we had established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. At October 31, 2014 and 2013, based on its evaluation of the positive and negative evidence, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. The positive evidence evaluated as of October 31, 2014 and 2013 consists of (i) our increased revenues, including the signing of several long term licensing agreements which run through fiscal 2019; (ii) our positive earnings, beginning in fiscal 2011 and increasing in each of fiscal 2012 through 2014; (iii) our ability to maintain operating costs as we have grown revenues; (iv) the utilization of net operating loss carry forwards in the last four fiscal years. The negative evidence evaluated as of October 31, 2014 and 2013 consists of (i) our history of operating losses from inception through fiscal 2010; (ii) the possibility that a licensing agreement is cancelled or that non licensing revenues will decline; (iii) the possibility that our operating costs will increase. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively. Tax benefits of operating loss carry forwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carry forward period, and other circumstances. At October 31, 2015, management believes it is more likely than not that the Company would utilize its net operating loss carry forwards in future periods.
Contractual Obligations
The information to be reported under this item is not required of smaller reporting companies.
Off-Balance Sheet Arrangements
As of October 31, 2015, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.
Recent Accounting Pronouncements
In November 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes” (Topic 740), which revises the balance sheet classification of deferred taxes. Currently, entities are required to separate deferred tax assets and liabilities into current and noncurrent amounts on the balance sheet, ASU No. 2015-17 requires that deferred tax assets and liabilities be classified as all noncurrent on the balance sheet. The amendments in the ASU may be applied either retrospectively or prospectively. The effective date will be the first quarter of our fiscal year ended October 31, 2018. We have elected to prospectively apply the guidance in ASU No. 2015-17 effective with our fiscal quarter ended October 31, 2015.
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended October 31, 2018. We have not determined the potential effects on our consolidated financial statements.
In August 2015, the FASB issued ASU No. 2015 -14, “Revenue from Contracts with Customers” (Topic 606) which deferred the effective date of ASU No. 2014-09. The effective date of the provisions in ASU No. 2014-09 will now be the first quarter of our fiscal year ended October 31, 2019.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying financial statements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
The information to be reported under this item is not required of smaller reporting companies.
Item 8.
Item 8. Financial Statements and Supplementary Data
Our financial statements are contained in the pages beginning, which appear at the end of this annual report.
Item 9.
Item 9. Changes In, and Disagreements With, Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
The Company’s management, with the participation of the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO concluded that, as of October 31, 2015, the Company’s disclosure controls and procedures were effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Evaluation of internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a−15(f) and 15d−15(f) under the Exchange Act. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of our internal control over financial reporting as of October 31, 2015. In making this assessment, management used the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The objective of this assessment is to determine whether our internal control over financial reporting was effective as of October 31, 2015. Based on our assessment utilizing the criteria issued by COSO, management has concluded that our internal control over financial reporting was not effective as of October 31, 2015. Management’s assessment identified the following material weaknesses:
·
As of October 31, 2015, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the U.S. and financial reporting requirements of the Securities and Exchange Commission (the “SEC”).
·
As of October 31, 2015, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
·
As of October 31, 2015, there was a lack of segregation of duties, in that we only had one person performing all accounting-related duties.
·
As of October 31, 2015, there were no independent directors and no independent audit committee.
We continue to evaluate the effectiveness of internal controls and procedures on an on-going basis. We will address these concerns in time taking into consideration the Company’s size and its available resources.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
Part III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Management
The Company’s management and key employees are the following:
The profiles of our officers and directors and key employees are set forth below:
Ron DeSerranno
Mr. DeSerranno is a founder and CEO of Mobiform Canada, which was organized in March, 2003. Since B-Scada’s October, 2005 acquisition of Mobiform Canada, he has been Chief Executive Officer, President and a Director of B-Scada (formerly, Mobiform Software, Inc.). His software development career first began at the Space and Atmospheric Research Group, Physics Department, at the University of Western Ontario. He was a Microsoft Certified Trainer, author and consultant and has lectured in Stockholm, Manila, Dublin, London, New York and Toronto. From August, 1997 to November, 2000, he was a Senior Software Engineer for Rockwell Software, Inc. where he was the development lead for Rockwell’s flagship industrial automation product RSView, a world class Industrial Automation System. In 2002 he served as Vice President of Software Development for Motivus Software Ltd. Mr. DeSerranno has been designing and developing world class software products for many years. Mr. DeSerranno graduated from the University of Western Ontario in Environmental Science and Fanshawe College of Applied Arts and Technology as a Certified Engineering Technologist.
Brian Thornton
Mr. Thornton has over 15 years of technical and management experience. He holds a degree from Ocean County College in Computer Science and is a Certified Software Engineer. Prior to joining B-Scada in February of 2008, Mr. Thornton served in key roles as Senior Software Engineer and Development Lead for Compro Technologies, Inc., where he designed and developed innovative telecom solutions for a global client base. He has 10 years of experience in the development lifecycle within the telecommunications industry. Mr. Thornton has also served as a Software Consultant for Thoroughbred Software, providing development assistance to a broad range of engineers and instructing courses in Business Basic and UNIX.
Joshua Weeks
Mr. Weeks has a Bachelor of Science degree in Computer Science from Western Carolina University. Mr. Weeks has been with B-Scada since July of 2008. He previously developed financial software with Metrostat Technologies of Sylba, NC. He has also worked for America Online and Seventhman: a web, software, and business development firm. Mr. Weeks was integral in the development of CityTalent, a web-based remote staffing and project management platform, and was formerly a Sr. Programmer for the Board of County Commissioners of Citrus County, FL.
Josephine Nemmers
Ms. Nemmers has a Bachelor of Science degree in Business Management-Major in Accounting from University of Maryland, University College. She holds an inactive CPA License with the state of Maryland. Ms. Nemmers joined B-Scada in July of 2014. She previously held the position of Controller with International Resources Group, Inc. (“IRG”), a government contractor that is a wholly owned subsidiary of Engility Corporation located in Alexandria, VA which was formally an L-3 Communications Company in New York, NY. IRG was a privately held company until Dec. 2008. Ms. Nemmers’ primary responsibilities for IRG during her tenure (Jan. 2000 - May 2014) were to direct the accounting department and prepare financial statements and financial forecasts. She was an integral part of the management team for IRG adhering to the regulation, reporting, and compliance necessary for government contracting as well as a publicly traded company.
None of the foregoing persons have been involved in any proceedings specified in Item 401(f) of Regulation S-K in the last ten years.
Indemnification of Directors and Officers
Our Certificate of Incorporation provides that the Company shall, to the fullest extent permitted by the law of the State of Delaware, indemnify any and all persons whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in or covered by the applicable provisions of Delaware law, and the indemnification provided for will not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. We are required to indemnify each officer and director to the fullest extent permitted by law and to advance certain expenses incurred by such persons. Our Certificate of Incorporation and Delaware law provide limitations on the directors’ rights to indemnification in certain circumstances.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics, which was filed as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2009.
Item 11.
Item 11. Executive Compensation
The following table sets forth, for the fiscal years ended October 31, 2014 and October 31, 2015, all compensation paid, distributed or accrued, including salary and bonus amounts, for services rendered to us by our Principal Executive Officers during the fiscal years ended October 31, 2014 and October 31, 2015. No other executive officer who was serving as an executive officer at October 31, 2015, had total compensation for fiscal 2015 exceeding $100,000:
* The fair value of the option award, $105,298, was calculated using the Black-Scholes pricing model with the following assumptions: Dividend yield - -0-%; Risk-free interest rate - 1.53%; Expected life - 5 years; Expected volatility - 123.54%.
Outstanding Equity Awards at Fiscal Year End
Director Compensation
We do not compensate our directors for serving on our Board of Directors, other than any compensation which a director may earn as an employee of the Company. We reimburse our directors for any travel related expenses incurred in performing their duties as directors.
Employment Agreements
Mr. DeSerranno is currently employed by the Company on a month to month basis at an annual salary of $169,000.
Mr. Thornton is currently employed by the Company on a month to month basis at an annual salary of $110,000.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth the number of shares of Common Stock beneficially owned as of January 22, 2016 by (i) those persons or groups known to us who beneficially own more than 5% of our Common Stock; (ii) each director; (iii) each executive officer whose compensation exceeded $100,000 in the fiscal year ended October 31, 2014; and (iv) all directors and executive officers as a group. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act based upon information furnished by persons listed or contained in filings made by them with the SEC and by information provided by such persons directly to us. Except as indicated, the stockholders listed below possess sole voting and investment power with respect to their shares.
(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock relating to options currently exercisable or exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such securities, but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
(2) Based upon 30,593,414 shares of Common Stock outstanding plus in each case the shares which the person or group has a right to acquire within 60 days through the exercise of options.
(3) Mr. DeSerranno is our Chief Executive Officer, President and a Director. Includes 1,721,970 shares of Common Stock held by a corporation wholly-owned by Mr. DeSerranno and 211,187 shares of Common Stock held jointly with Mr. DeSerranno's wife, Honorata G. DeSerranno. Excludes 316,780 shares of Common Stock held directly by Mr. DeSerranno’s wife as to which he disclaims beneficial ownership.
(4) Consists of 166,666 shares of Common Stock which Mr. Thornton may acquire upon exercise of currently exercisable options.
Change in Control
We are unaware of any arrangement or understanding that may, at a subsequent date, result in a change of control of our Company.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
None.
Item 14.
Item 14. Principal Accounting Fees and Services
Cowan, Gunteski & Co., P.A. served as our independent registered public accounting firm for the fiscal years ended October 31, 2015 and 2014. The following table shows the fees that were billed for the audit and other services provided by such firm for 2015 and 2014.
Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees - This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.
Tax Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees - This category consists of fees for other miscellaneous items.
Our Board of Directors acting as our Audit Committee preapproved each engagement of our independent registered public accounting firm.
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
(1) Incorporated by reference to the correspondingly numbered exhibit to the Company's Registration Statement on Form S-1 filed on April 9, 2008.
(2) Incorporated by reference to the correspondingly numbered exhibit to the Company's Report on Form 10-K filed on January 29, 2010.
(3) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2014.
(4) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2016.
*Filed herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
B-SCADA, INC.
By:
/s/ Allen Ronald DeSerranno
Allen Ronald DeSerranno
Title:
Chief Executive Officer
Date:
January 28, 2016
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By:
/s/ Allen Ronald DeSerranno
Allen Ronald DeSerranno
Title:
Chief Executive Officer and Director
Date:
January 28, 2016
By:
/s/ Josephine A. Nemmers
Josephine A. Nemmers
Title:
Chief Financial Officer
Date:
January 28, 2016
By:
/s/ Brian Thornton
Brian Thornton
Title:
Corporate VP and Director
Date:
January 28, 2016
Financial Statements
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of B-Scada, Inc.
Crystal River, FL
We have audited the accompanying consolidated balance sheets of B-Scada, Inc. as of October 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the years in the two-year period ended October 31, 2015. B-Scada, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of B-Scada, Inc. as of October 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cowan, Gunteski & Co., P.A.
January 28, 2016
Tinton Falls, NJ
Reply to: 730 Hope Road Tinton Falls NJ 07724 Phone: 732.676.4100 Fax: 732.676.4101
40 Bey Lea Road, Suite A101 Toms River NJ 08753 Phone: 732.349.6880 Fax: 732.349.1949
Member of CPAmerica International
Auditors of SEC Registrants under the PCAOB
www.CGteam.com
B-SCADA, INC.
CONSOLIDATED BALANCE SHEETS
See the accompanying notes to consolidated financial statements.
B-SCADA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
See the accompanying notes to consolidated financial statements.
B-SCADA, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
See the accompanying notes to consolidated financial statements.
B-SCADA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
See the accompanying notes to consolidated financial statements.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(1) Nature of Business and Basis of Presentation
B-Scada, Inc. (“B-Scada”, the “Company”, “we” or “us”), a Delaware corporation, was originally formed under the name Firefly Learning, Inc. in May 2001. In October 2005, pursuant to an exchange agreement, we acquired all of the issued and outstanding shares of capital stock of Mobiform Software, Ltd. (“Mobiform Canada”), a Canadian corporation, in exchange for 14,299,593 shares of our common stock and changed our name to Mobiform Software, Inc. Effective September 14, 2010, Mobiform Canada was dissolved. On October 19, 2012, we changed our name to B-Scada, Inc. On October 15, 2014, we formed a wholly-owned subsidiary in Spain, B-Scada Soluciones Industriales SL (“B-Scada Spain”) to provide improved sales, service and support to Europe, Latin America, the Middle East and Africa. On August 20, 2015 we formed a wholly-owned U.S. subsidiary, Monitor Sensing Technologies, Inc., a Florida corporation, which will operate our wireless sensor business.
B-Scada is in the business of developing software and hardware products for the visualization and monitoring of data in residential, commercial and heavy industries. Our HMI (Human Machine Interface) software and SCADA (Supervisory Control and Data Acquisition) products are utilized in the petrochemical, electricity distribution, transportation, facilities management and manufacturing industries. B-Scada licenses portions of its technology for use in the products of smaller software firms and Fortune 500 companies. B-Scada also markets and sells a line of wireless sensors used for monitoring various information like temperature, pressure, voltage and water detection. The sensors are used in a variety of light commercial applications. Our products are marketed and sold globally and offered through a sales channel of system integrators and resellers.
(2) Summary of Significant Accounting Policies
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Actual results could differ from those estimates.
Principles of Consolidation - The consolidated financial statements include the accounts of B-Scada, Inc. and our wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents - We consider all highly liquid investments, with a maturity of three months or less when purchased, to be cash equivalents.
Revenue Recognition - Our revenues are recognized in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 985-605 “Revenue Recognition” for the software industry. Revenue from the sale of software licenses is recognized when standardized software modules are delivered to and accepted by the customer, the license term has begun, the fee is fixed or determinable and collectability is probable. Revenue from software maintenance contracts and Application Service Provider (“ASP”) services are recognized ratably over the lives of the contracts. Revenue from professional services is recognized when the service is provided.
We enter into revenue arrangements in which a customer may purchase a combination of software, maintenance and support, and professional services (multiple-element arrangements). When vendor-specific objective evidence (“VSOE”) of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when that element is sold separately. For maintenance and support, VSOE of fair value is established by renewal rates, when they are sold separately. For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(2) Summary of Significant Accounting Policies (continued)
Inventory - Inventory consists of finished goods and is stated at the lower of cost or market determined by the first-in, first-out method.
Reclassification - The fiscal 2014 statements of operations and comprehensive income have been combined to conform to fiscal 2015 presentation.
Fair Value of Financial Instruments - FASB ASC Topic 825 “Financial Instruments” requires the disclosure of fair values for all financial instruments, both on-and off-balance-sheet, for which it is practicable to estimate fair value. We estimate that there are no material variations between fair value and book value of our financial assets and liabilities as of October 31, 2015 and 2014. We generally do not require collateral related to our financial instruments.
Concentration of Credit Risk - Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable.
We maintain our cash and cash equivalents in accounts with major financial institutions in the form of demand deposits. Deposits in these banks may exceed the amounts of insurance provided on such deposits. At October 31, 2015, we had approximately $167,000 and $47,000, respectively, in cash in two financial institutions in excess of the $250,000 FDIC insured limit. At October 31, 2014, we had approximately $350,000 and $250,000, respectively, in cash in two financial institutions in excess of the $250,000 FDIC insured limit.
Concentrations of credits risk with respect to trade accounts receivable are limited. We routinely assess the financial strength of customers and, based upon factors concerning credit risk, we establish an allowance for doubtful accounts. As of October 31, 2015 and 2014, based on this assessment, management has established an allowance for doubtful accounts of $726 and $-0-, respectively. Management believes that accounts receivable credit risk exposure is limited.
Property and Equipment - Property and equipment are carried at cost less accumulated depreciation. Depreciation and amortization is recorded on the straight-line method over three to forty years, which approximates the estimated useful lives of the assets. Routine maintenance and repair costs are charged to expense as incurred and renewals and improvements that extend the useful life of the assets are capitalized. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from the respective accounts and any resulting gain or loss is reported in the statement of operations.
Intangible Assets - The intangible assets are recorded at acquisition cost and consist of domain names, which are considered indefinite life intangible assets not subject to amortization, and technology development, which is considered a finite life intangible asset and is amortized over the estimated economic life of the asset.
Impairment of Long-Lived Assets - We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the future use and disposal of the related assets or group of assets to their respective carrying amounts. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made.
Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. These tests were performed for the years ended October 31, 2015 and 2014, and it was determined that the carrying value of the assets were not impaired.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(2) Summary of Significant Accounting Policies (continued)
Technology Development - We capitalize costs to develop technology for sale once technological feasibility is established. Costs incurred to establish technological feasibility are charged to expense when incurred. Capitalization of technology costs cease when the related products are available for sale and at this time the capitalized costs are amortized on a straight-line method over the remaining estimated economic life of the product.
Foreign Currency Translation - We consider the U.S. dollar (“US$”) to be our functional currency. B-Scada Spain considers the Euro (“Euro”) to be its functional currency. Assets and liabilities are translated into US$ at the period end exchange rate. Income and expense amounts are translated using the average rates during the period. Gains and losses resulting from translating foreign currency financial statements are included in accumulated other comprehensive income or loss, a separate component of stockholders’ equity.
Equity-Based Compensation - We account for equity based compensation transactions with employees under FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on date of grant. The fair value of our equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and we elected to use the straight-line method for awards granted after the adoption of Topic No. 718.
We account for equity based transactions with non-employees under the provisions of FASB ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. When the equity instrument is utilized for measurement the fair value of (i) common stock issued for payments to non-employees is measured at the market price on the date of grant; (ii) equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize an asset or expense in the same manner as if it is to pay cash for the goods or services instead of paying with or using the equity instrument.
Income Taxes - We account for income taxes under the provisions of FASB ASC Topic 740 “Income Taxes” (“Topic 740”) which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At October 31, 2012, the entire deferred tax asset, which arises primarily from our net operating losses, had been fully reserved because management had determined that it was not "more likely than not" that the net operating loss carry forwards would be realized in the future. Based on its evaluation of the positive and negative evidence in fiscal years subsequent to October 31, 2012, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets (see Note 8).
We do not believe we have any uncertain tax positions deemed material as of October 31, 2015 and 2014. With few exceptions, we believe we are no longer subject to U.S. federal and state income tax examinations by tax authorities for tax periods prior to fiscal 2012. B-Scada Spain files corporate income taxes based on a calendar year and will be subject to tax examinations by tax authorities in Spain for 2015 and 2014. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of October 31, 2015 and 2014, we had no accrued interest or penalties. We currently have no federal or state tax examinations in progress nor have we had any federal or state tax examinations since a fiscal 2012 federal examination which resulted in no change.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(2) Summary of Significant Accounting Policies (continued)
Earnings (Loss) Per Share - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects the amount of earnings (loss) for the period available to each share of common stock outstanding during the reporting period, while giving effect to all dilutive potential common shares that were outstanding during the period, such as common shares that could result from the potential exercise or conversion of securities into common stock.
Advertising Expense - We expense advertising costs as incurred. Advertising expense amounted to $100,351 and $100,472 for the years ended October 31, 2015 and 2014, respectively.
Research and Development Costs - Research and development costs are expensed as incurred.
Subsequent Events - The Company evaluated subsequent events, which are events or transactions that occurred after October 31, 2015 through the date of the issuance of the accompanying consolidated financial statements.
(3) New Authoritative Accounting Guidance
In November 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes” (Topic 740), which revises the balance sheet classification of deferred taxes. Currently, entities are required to separate deferred tax assets and liabilities into current and noncurrent amounts on the balance sheet, ASU No. 2015-17 requires that deferred tax assets and liabilities be classified as all noncurrent on the balance sheet. The amendments in the ASU may be applied either retrospectively or prospectively. The effective date will be the first quarter of our fiscal year ended October 31, 2018. We have elected to prospectively apply the guidance in ASU No. 2015-17 effective with our fiscal quarter ended October 31, 2015.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended October 31, 2018.
In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers” (Topic 606), which defers the effective date of ASU No. 2014-09 by one year. As a result, the effective date will now be the first quarter of our fiscal year ended October 31, 2019. We have not determined the potential effects on our consolidated financial statements.
Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(4) Property and Equipment
Property and equipment consists of the following:
(5) Intangible Assets
Intangible assets consist of the following:
(6) Mortgage Payable
In February 2014, we purchased a new office facility and incurred a mortgage in the amount of $127,500 payable to the seller of the property. The balance is payable over 7 years in monthly payments of $1,802 which include interest at 5% per annum. The outstanding mortgage balance at October 31, 2015 is $102,427.
Future maturities of long-term debt as of October 31, 2015 are as follows:
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(7) Stockholders’ Equity
We are authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share and 5,000,000 shares of preferred stock, par value $0.0001 per share. At October 31, 2015 there are 27,243,414 common shares issued and outstanding. There are no shares of preferred stock issued and outstanding.
On March 6, 2014, the holder of the warrant to purchase 300,000 shares of Company common stock elected to exercise the warrant through a cashless exercise, as defined in the warrant agreement. At the time of exercise, the applicable market value of our common stock was $0.40 and as a result we issued 232,500 shares of Company common stock in full settlement of the warrant.
Effective as of August 6, 2014, we entered into a Stock Purchase Agreement with Yorkmont Capital Partners, L.P. (“Yorkmont”) pursuant to which Yorkmont purchased 2,424,242 shares of our common stock for an aggregate purchase price of $800,000 ($0.33 per share).
On February 11, 2015, we elected a new director to the Board of Directors. Pursuant to the election, the director was granted a five-year non-qualified option to purchase an aggregate of 250,000 shares of our common stock at an exercise price of $0.48 per share. The option vests as follows: 83,333 shares immediately; 83,333 shares on February 11, 2016; 83,334 shares on February 11, 2017. As defined in the agreement, the option has cashless exercise provisions and may terminate in earlier than 5 years. The fair value of the option, $105,298, was calculated using the Black-Scholes pricing model with the following assumptions: Dividend yield - -0-%; Risk-free interest rate - 1.53%; Expected life - 5 years; Expected volatility - 123.54%. Stock-based compensation expense of $72,393 was recorded in the year ended October 31, 2015.
The following table summarizes the option transactions for the year ended October 31, 2015. There were no option transactions in the year ended October 31, 2014.
The weighted-average grant-date fair value of options granted during the year ended October 31, 2015 was $0.42. No options were exercised during the period.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(7) Stockholders’ Equity (continued)
Summary of non-vested options as of and for the year ended October 31, 2015 is as follows:
The following table summarizes warrant activity.
(8) Income Taxes
Components of the benefit from income taxes are as follows:
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(8) Income Taxes (continued)
The income tax expense (benefit) differs from the amount computed by applying the United States statutory corporate income tax rate as follows:
Pre-tax income (loss) consisted of the following:
The components of deferred tax assets (liabilities) at October 31, 2015 and 2014 are as follows:
Net operating loss carry forwards for U.S. tax purposes are approximately $2.5 million at October 31, 2015. A substantial portion of these losses begin to expire in fiscal 2028; all losses expire in fiscal 2035. Net operating loss carryforwards for Spanish tax purposes are approximately US $296,000 at October 31, 2015 (B-Scada Spain files corporate taxes based on a calendar year). Generally, these losses can be carried forward subject to certain limitations; losses up to Euro 1 million (approximately US $1.1 million) can be utilized annually without restriction. Tax benefits of operating loss carry forwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carry forward period, and other circumstances. At October 31, 2015, management believes it is more likely than not that the Company would utilize its net operating loss carry forwards in future periods.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(8) Income Taxes (continued)
From our inception through October 31, 2012, we had established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. At October 31, 2014 and 2013, based on its evaluation of the positive and negative evidence, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. The positive evidence evaluated as of October 31, 2014 and 2013 consists of (i) our increased revenues, including the signing of several long term licensing agreements which run through fiscal 2019; (ii) our positive earnings, beginning in fiscal 2011 and increasing in each of fiscal 2012 through 2014; (iii) our ability to maintain operating costs as we have grown revenues; (iv) the utilization of net operating loss carry forwards in the last four fiscal years. The negative evidence evaluated as of October 31, 2014 and 2013 consists of (i) our history of operating losses from inception through fiscal 2010; (ii) the possibility that a licensing agreement is cancelled or that non licensing revenues will decline; (iii) the possibility that our operating costs will increase. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively.
Overall the valuation allowance decreased by approximately $-0- and $680,000 in the years ended October 31, 2015 and 2014, respectively.
(9) Commitments and Contingencies
Leases
B-Scada Spain subleases office space in Spain from an entity related to the two principal employees in Spain. The lease is for a term of five years commencing November 1, 2014 with annual renewal options thereafter. Base rent is $1,190 (Euro 1,050) per month for the first fourteen months after which it increases to $1,430 (Euro 1,260) per month for the remainder of the term. There is an annual escalation based on the Spanish National General Index of Consumer Prices and we are responsible for the related costs, such as, taxes, utilities and maintenance. Rent expense amounted to $14,319 (Euro 12,600) for the year ended October 31, 2015. Future lease commitments are as follows:
We leased office space in Crystal River, Florida, on a month to month basis through April 30, 2014 when we relocated to the new office facility we purchased. The lease terms were a fixed monthly payment of $2,000 plus our share of certain allocated utilities (not to exceed $2,000 per month) as defined in the agreement. Rental expense, including allocated utilities, for the year ended October 31, 2014 amounted to approximately $18,000.
Significant Customers
In fiscal 2015, four customers generated 21%, 19%, 15% and 11% of our revenues. One such customer accounted for 100% of our accrued revenue at October 31, 2015.
B-SCADA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2015
(9) Commitments and Contingencies (continued)
In fiscal 2014, three customers generated 41%, 17% and 11% of our revenues. One such customer accounted for 87% of our accounts receivables and another such customer accounted for 100% of our accrued revenue at October 31, 2014.
Compensation Agreements
In connection with the formation of B-Scada Spain, we entered into agreements with two individuals and a related entity in Spain to establish and maintain our Spanish office and for employment services. In October 2014, we made an advance payment of approximately $182,000 for services related to the establishment of our office in Spain. Such services included, among other necessary services, securing and setting up the office location, interviewing and hiring qualified personnel and translating technical documents, marketing materials, web site, etc. These services were completed in the first quarter of fiscal 2015 and at such time this amount was expensed. Contingent upon continued employment, the two individuals will each be paid 12.5% (25% in total) of the annual net profit of B-Scada Spain, calculated at each fiscal year end, until a total of US $175,000 (US $350,000 in total) has been paid at which time payments will cease. No payment was required to be made for the years ended October 31, 2015 and 2014.
We also entered into employment agreements with the two individuals effective November 1, 2014. The agreements provide for annual salaries of Euro 42,615 (approximately US $48,000) and Euro 30,000 (approximately US $34,000), respectively, and commissions as defined in our sales commission policy, among other customary terms, such as, vacation pay and qualified expense reimbursements. The agreements are on an ongoing basis unless terminated by either us or the employee, as defined in the agreements. The agreements also provide that if the employee is terminated due to redundancy (layoff), in addition to being paid any unused vacation pay, the employee, if employed for at least one full year, will receive redundancy pay equal to 45 days for each year of employment, not to exceed 42 months of equivalent salary. Both the unused vacation pay and redundancy pay are payable at the employee’s then applicable base salary.
(10) Subsequent Events
On January 6, 2016, effective as of January 11, 2016, we entered into a new Stock Purchase Agreement with Yorkmont pursuant to which Yorkmont purchased 3,350,000 shares of our common stock for an aggregate purchase price of $670,000 ($0.20 per share). In the Stock Purchase Agreement, the parties made to each other certain customary representations concerning themselves and the validity and enforceability of the agreement.