UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2016 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 000-54918
MCORPCX, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
26-0030631
(I.R.S. Employer Identification No.)
201 Spear Street, Suite 1100
San Francisco, CA 94105
(Address of principal executive offices, including zip code)
(415) 526-2655
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES ☑ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☑ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer |
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Accelerated Filer |
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Non-accelerated Filer (Do not check if a smaller reporting company) |
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Smaller Reporting Company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 20,426,158 as of November 14, 2016.
MCORPCX, Inc.
Form 10-Q Quarterly Report
TABLE OF CONTENTS
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Page No. |
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Part I. - Financial Information |
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Item 1. |
Condensed Financial Statements. |
3 |
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Condensed Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015. |
3 |
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Condensed Statements of Operations for the Three and Nine Months ended September 30, 2016 and 2015 (unaudited). |
4 |
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Condensed Statements of Cash Flows for the Nine Months ended September 30, 2016 and 2015 (unaudited). |
5 |
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Notes to Condensed Financial Statements (unaudited). |
6 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
12 |
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Item 3. |
Quantitative and Qualitative Disclosure about Market Risk. |
17 |
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Item 4. |
Controls and Procedures. |
17 |
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Part II. - Other Information |
18 |
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Item 1. |
Legal Proceedings. |
18 |
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Item 1A. |
Risk Factors. |
18 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
18 |
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Item 3. |
Defaults Upon Senior Securities. |
18 |
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Item 4. |
Mine Safety Disclosures. |
18 |
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Item 5. |
Other Information. |
18 |
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Item 6. |
Exhibits. |
18 |
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Signatures |
19 |
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Exhibit Index |
20 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
McorpCX, Inc.
Condensed Balance Sheets
September 30, |
December 31, |
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2016 |
2015 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 2,238,178 | $ | 492,733 | ||||
Accounts receivable |
155,119 | 114,805 | ||||||
Total current assets |
2,393,297 | 607,538 | ||||||
Long term assets: |
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Property and equipment, net |
96,212 | 89,725 | ||||||
Capitalized software development costs, net |
371,350 | 61,224 | ||||||
Intangible assets, net |
85,487 | 83,072 | ||||||
Other assets |
45,115 | 23,541 | ||||||
Total assets |
$ | 2,991,461 | $ | 865,100 | ||||
Liabilities and Shareholders' Equity |
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Liabilities: |
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Accounts payable |
$ | 210,848 | $ | 133,046 | ||||
Deferred revenue |
79,689 | 118,034 | ||||||
Other current liabilities |
10,039 | 6,718 | ||||||
Total current liabilities |
300,576 | 257,798 | ||||||
Notes payable , net of current portion |
50,000 | 50,000 | ||||||
Related party notes, net of current portion |
76,370 | 70,829 | ||||||
Total liabilities |
426,946 | 378,627 | ||||||
Shareholders' equity: |
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Common stock, $0 par value, 500,000,000 shares authorized, 20,426,158 and 16,766,158 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively |
- | - | ||||||
Additional paid-in capital |
6,279,797 | 3,339,503 | ||||||
Accumulated deficit |
(3,715,282 | ) | (2,853,030 | ) | ||||
Total shareholders' equity |
2,564,515 | 486,473 | ||||||
Total liabilities and shareholders' equity |
$ | 2,991,461 | $ | 865,100 |
The accompanying notes are an integral part of these unaudited statements.
McorpCX, Inc.
Condensed Statement of Operations
(unaudited)
Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2016 |
2015 |
2016 |
2015 |
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Revenue |
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Consulting services |
$ | 437,603 | $ | 269,817 | $ | 1,074,345 | $ | 910,055 | ||||||||
Products & other |
109,803 | 40,809 | 199,965 | 164,061 | ||||||||||||
Total revenue |
547,406 | 310,626 | 1,274,310 | 1,074,116 | ||||||||||||
Cost of goods sold |
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Labor |
75,575 | 15,058 | 156,997 | 196,564 | ||||||||||||
Products and other |
61,915 | 55,107 | 191,354 | 187,597 | ||||||||||||
Total cost of goods sold |
137,490 | 70,165 | 348,351 | 384,161 | ||||||||||||
Gross profit |
409,916 | 240,461 | 925,959 | 689,955 | ||||||||||||
Expenses |
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Salaries and wages |
231,896 | 237,133 | 793,796 | 699,560 | ||||||||||||
Contract services |
32,402 | 36,624 | 101,202 | 165,570 | ||||||||||||
Other general and administrative |
246,578 | 201,432 | 873,462 | 472,596 | ||||||||||||
Total expenses |
510,876 | 475,189 | 1,768,460 | 1,337,726 | ||||||||||||
Net operating loss |
(100,960 | ) | (234,728 | ) | (842,501 | ) | (647,771 | ) | ||||||||
Interest expense |
(3,972 | ) | (3,972 | ) | (11,822 | ) | (11,167 | ) | ||||||||
Other income (expense) |
518 | 3,812 | (7,929 | ) | 9,045 | |||||||||||
Loss before income taxes |
(104,414 | ) | (234,888 | ) | (862,252 | ) | (649,893 | ) | ||||||||
Income tax provision |
- | - | - | - | ||||||||||||
Net loss |
$ | (104,414 | ) | $ | (234,888 | ) | $ | (862,252 | ) | $ | (649,893 | ) | ||||
Net loss per share-basic and diluted |
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||
Weighted average common shares outstanding-basic and diluted |
20,426,158 | 16,766,158 | 19,998,713 | 16,399,821 |
The accompanying notes are an integral part of these unaudited statements.
McorpCX, Inc.
Condensed Statement of Cash Flows
(unaudited)
Nine Months Ended September 30, |
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2016 |
2015 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
$ | (862,252 | ) | $ | (649,893 | ) | ||
Adjustments to reconcile net loss to net cash used in operations: |
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Depreciation and amortization |
98,067 | 74,995 | ||||||
Stock compensation expense |
195,295 | 57,258 | ||||||
Loss on disposal of assets |
- | 1,484 | ||||||
Unrealized (gain) loss on foreign currency translation |
5,541 | (8,801 | ) | |||||
Realized gain on foreign currency translation |
- | (911 | ) | |||||
Changes in operating assets and liabilities: |
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Accounts receivable |
(40,314 | ) | (8,386 | ) | ||||
Other assets |
(21,574 | ) | 26,326 | |||||
Accounts payable |
77,802 | 20,797 | ||||||
Other current liabilities |
(19,133 | ) | (274 | ) | ||||
Deferred revenue |
(38,345 | ) | (29,353 | ) | ||||
Accrued interest |
22,454 | 3,867 | ||||||
Net cash used in operating activities |
(582,459 | ) | (512,891 | ) | ||||
INVESTING ACTIVITIES |
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Equipment purchases |
(10,218 | ) | (2,597 | ) | ||||
Payments for acquisition of intangible assets |
(30,000 | ) | - | |||||
Capitalized web development costs |
- | (40,863 | ) | |||||
Capitalized software development costs |
(376,878 | ) | - | |||||
Net cash used in investing activities |
(417,096 | ) | (43,460 | ) | ||||
FINANCING ACTIVITIES |
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Proceeds from private placement of common stock |
2,745,000 | 513,750 | ||||||
Net cash provided by financing activities |
2,745,000 | 513,750 | ||||||
Increase in cash and cash equivalents |
1,745,445 | (42,601 | ) | |||||
Cash and cash equivalents, beginning of period |
492,733 | 649,063 | ||||||
Cash and cash equivalents, end of period |
$ | 2,238,178 | $ | 606,462 | ||||
Supplemental disclosure of cash flow information: |
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Interest paid |
8,038 | 7,299 |
The accompanying notes are an integral part of these unaudited statements.
MCORPCX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(unaudited)
Note 1: Organization and Basis of Presentation
McorpCX, Inc. (the "Company", “we”, “us”) is a for profit corporation established under the corporation laws in the State of California, United States of America on December 14, 2001. We operated as The Innes Group, Inc., d/b/a MCorp Consulting until filing a Certificate of Amendment to the Articles of Incorporation renaming the Company Touchpoint Metrics, Inc., effective October 18, 2011. During Q1 2015, the Company filed a d/b/a (doing business as) with the State of California Secretary of State to begin doing business as McorpCX. On June 11, 2015, at our Annual General Meeting, shareholders passed a resolution to change the name of the Company to McorpCX, Inc.
We develop and deliver technology-enabled services and software products that enable customer experience management capabilities for corporations. Our products are intended to assist companies with business performance by measuring and transforming the ways they interact with customers. We serve a wide variety of industries and customer sizes.
The condensed financial statements and related disclosures as of September 30, 2016 and for the three and nine months ended September 30, 2016, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). The condensed balance sheet as of December 31, 2015 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. In our opinion, these condensed financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These condensed financial statements should be read in conjunction with the financial statements included in our Annual Report for the year ended December 31, 2015, filed on Form 10-K with the SEC on March 30, 2016. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results to be expected for the full year. Unless the context otherwise requires, all references to "McorpCX," "we," "us," "our" or the "Company" are to McorpCX, Inc. and our subsidiaries.
Note 2: Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases: (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We are currently evaluating the impact of these amendments on its financial statements.
MCORPCX, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(unaudited)
In March 2016, the FASB issued ASU No. 2016-9, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to reduce complexity in accounting standards involving several aspects of the accounting for employee share-based payment transactions, including (1) the income tax consequences, (2) classification of awards as either equity or liabilities, and (3) classification on the statement of cash flows. The amendments will be effective for financial statements issued for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and early adoption is permitted. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition, amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively, amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively, and amendments related to the presentation of excess tax benefits on the statement of cash flows can be applied using either a prospective transition method or a retrospective transition method. An entity that elects early adoption must adopt all of the amendments in the same period. We are currently evaluating the impact of these amendments on our financial statements.
In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09. We are currently evaluating the impact of these amendments on our financial statements.
In April 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to clarify the following two aspects of Topic 606: 1) identifying performance obligations, and 2) the licensing implementation guidance. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09. We are currently evaluating the impact of these amendments on our financial statements.
In May 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, to clarify certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09. We are currently evaluating the impact of these amendments on our financial statements.
In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments should be applied using a retrospective transition method, and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of these amendments on its financial statements.
MCORPCX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(unaudited)
Note 3: Capitalized Software Development Costs
Costs incurred to develop Software as a Service (SaaS) technology consist of external direct costs of materials and services and payroll and payroll-related costs for employees who directly devote time to the project. Research and development costs incurred during the preliminary project stage are expensed as incurred. Capitalization begins when technological feasibility is established. Costs incurred during the operating stage of the software application relating to upgrades and enhancements are capitalized to the extent that they result in the extended life of the product. All other costs are expensed as incurred. During the nine months ended September 30, 2016 expenses relating to upgrades and enhancements of $376,878 were capitalized.
Amortization of software development costs commenced when the product was available for general release to customers. The capitalized costs are amortized on a straight-line basis over the three-year expected useful life of the software. Capitalized software development costs, net of amortization, were $371,350 and $61,224 as of September 30, 2016 and December 31, 2015, respectively. Amortization expense incurred during the nine months ended September 30, 2016 and 2015 was $66,751 and $54,827, respectively and is included in cost of goods sold.
Note 4: Intangible Assets
Intangibles as of September 30, 2016 consisted of the following:
September 30, 2016 |
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Accumulated |
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Gross |
Amortization |
Net Book Value |
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PetroPortfolio |
$ | 131,151 | $ | (89,537 | ) | $ | 41,614 | |||||
Website development costs |
69,238 | (50,365 | ) | $ | 18,873 | |||||||
Media distribution rights |
25,000 | (4,167 | ) | $ | 20,833 | |||||||
Intellectual property |
5,000 | (833 | ) | $ | 4,167 | |||||||
LinkedIn Group |
2,500 | (2,500 | ) | $ | - | |||||||
Organization costs |
1,377 | (1,377 | ) | $ | - | |||||||
Total intangibles |
$ | 234,266 | $ | (148,779 | ) | $ | 85,487 |
We began development of a new Company website in September 2014; related costs incurred during the design and production stages of website development were capitalized prior to its go-live date, which occurred in March 2015. Now that the website is live, all capitalized costs are amortized using straight-line basis over two years, the estimated economic life of the completed website.
Acquisition of media distribution rights occurred in May 2016 and all capitalized costs are amortized using straight-line basis over two years, the estimated economic life of this asset.
Acquisition of intellectual property occurred in June 2016 and capitalized costs are amortized using straight-line basis over two years, the estimated economic life of this asset.
Our intangible assets are reviewed for impairment when facts or circumstances suggest that the carrying value of the asset may not be recoverable. There were no impairment charges during the nine months ending September 30, 2016 and 2015.
Total amortization of intangible assets was $29,710 and $18,321 for the nine months ended September 30, 2016 and 2015, respectively.
MCORPCX, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(unaudited)
Note 5: Stock-Based Compensation
Our stock-based compensation plan was originally established in 2008. The shares of our common stock issuable pursuant to the terms of such plan (the “Plan Shares”) could not exceed 30% of any outstanding issue or 2,500,000 shares, whichever was the lower amount.
In December 2015, we adopted a revised share option plan in which Plan Shares cannot exceed 10% of the total issued and outstanding shares at any given time. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of the grant and all option grants have a 10-year term. This share option plan was approved by the Company’s shareholders at the annual meeting of shareholders on August 10, 2016.
To calculate the fair value of stock options at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on a blended historical volatility of our own stock and similar sized companies due to the limited historical data available for our own stock price. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
At September 30, 2016, 945,000 stock options were exercisable and $195,295 of total compensation cost related to vested share-based compensation grants had been recognized for nine months ended September 30, 2016. Unrecognized compensation expense from stock options was $301,259 at September 30, 2016, which is expected to be recognized over a weighted-average vesting period of 1.54 years beginning October 1, 2016.
The following table summarizes our stock option activity for the nine months ended September 30, 2016:
Weighted |
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Weighted |
Average |
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Average |
Remaining |
Aggregate |
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Number of |
Exercise |
Contractual |
Intrinsic |
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Shares |
Price |
Term (in years) |
Value |
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Outstanding at December 31, 2015 |
1,730,000 | $ | 0.70 | 8.37 | 1,810,200 | |||||||||||
Granted |
70,000 | $ | 1.95 | - | - | |||||||||||
Exercised |
- | $ | - | - | - | |||||||||||
Forfeited or expired |
(175,000 | ) | $ | 1.11 | - | - | ||||||||||
Outstanding at September 30, 2016 |
1,625,000 | $ | 0.71 | 7.65 | 81,000 | |||||||||||
Exercisable at September 30, 2016 |
945,000 | $ | 0.55 | 6.78 | $ | 81,000 | ||||||||||
Vested or expected to vest |
1,519,200 | $ | 0.70 |
The following assumptions were used to calculate weighted average fair values of the options granted in the nine months ended September 30, 2016 and 2015:
Nine Months Ended |
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September 30, |
September 30, |
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2016 |
2015 |
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Expected life (in years) |
5.84 | 5.75 | ||||||
Risk-free interest rate |
1.45 | % | 1.78 | % | ||||
Volatility |
111.43 | % | 50.22 | % | ||||
Dividend yield |
- | - | ||||||
Weighted average grant date fair value per option granted |
$ | 1.81 | $ | 0.37 |
MCORPCX, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(unaudited)
Note 6: Concentrations
We sell products and services under various terms to a broad range of companies across multiple industries ranging from start-ups to Fortune 500 companies, with sales historically concentrated among a few large clients. In 2016 we have made efforts to mitigate risk from loss of a single client and have shifted sales concentration to a more even distribution among our clients. For the nine months ended September 30, 2016 and 2015, the percentage of sales and the concentrations are:
Nine Months Ended |
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September 30, |
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2016 |
2015 |
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Largest client |
24.43 | % | 39.52 | % | ||||
Second largest client |
20.60 | % | 13.39 | % | ||||
Third largest client |
16.98 | % | 12.18 | % | ||||
Next three largest clients |
21.90 | % | 22.63 | % | ||||
All other clients |
16.09 | % | 12.28 | % | ||||
100.00 | % | 100.00 | % |
Sales are made without collateral and the credit-related losses have been insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.
Note 7: Debt
On September 16, 2011, a $100,000 CAD note was executed with an individual, a 1.64% shareholder. The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest on its amended maturity date of September 5, 2017. Effective October 31, 2016 the note's previous maturity date of September 16, 2016 was amended to extend the maturity date by 1 year. We have recorded unrealized loss of $5,682 and a gain of $10,386 during the nine months ended September 30, 2016 and 2015, respectively, related to the revaluation of this note's principal from CAD to USD. As of September 30, 2016, principal and accrued interest was $76,370 and $6,419, respectively.
On September 7, 2011, a $50,000 USD note was executed with McLellan Investment Corporation, an unrelated party. The note is structured to incur a balloon payment of the principal and 4% APR non-compounding accrued interest on its amended maturity date of September 7, 2016. The note is currently being negotiated to extend the maturity date by 1 year. As of September 30, 2016, principal and accrued interest was $50,000 and $4,083, respectively.
Interest expense was $11,822 and $11,167 for the nine months ended September 30, 2016 and 2015, respectively and consists of interest on our short-term promissory notes, and credit card balances.
MCORPCX, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(unaudited)
Note 8: Shareholders Equity
On February 2, 2016 we completed a private placement of 3,660,000 restricted shares of common stock in consideration for $2,745,000 or at a rate of $0.75 per share. The private placement was completed in connection with and as a condition of our listing on the TSX Venture Exchange. The proceeds will be used for sales and marketing, product development and for general working capital purposes.
The Company is authorized to issue 500,000,000 shares of common stock, no par value per share. At the Company’s annual meeting of shareholders held on August 10, 2016, the Company’s shareholders approved a resolution to increase the total number of shares of common stock the Company is authorized to issue from 30,000,000 shares of common stock to the current 500,000,000 shares of common stock.
Note 9: Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For the nine months ended September 30, 2016 we had a net loss of $862,252. We also had a net loss of $649,893 for the nine months ended September 30, 2015. These circumstances result in substantial doubt as to our ability to continue as a going concern which is dependent upon our ability to continue to generate sufficient revenues to operate profitably, or raise additional capital through debt financing and/or through sales of common stock.
The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Cautionary Statement
This Management's Discussion and Analysis includes a number of “forward-looking statements”, that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: "believe," "expect," "plan", "estimate," "anticipate," "intend," "project," "will," "predicts," "seeks," "may," "would," "could," "potential," "continue," "ongoing," "should" and similar expressions, or words which, by their nature, refer to future events. Although we believe that our expectations as reflected in forward-looking statements are reasonable, we cannot assure readers that those expectations will prove to be correct. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from our predictions. Other than as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
Unless the context otherwise requires, all references to "McorpCX," "we," "us," "our" or the "Company" are to McorpCX, Inc. and our subsidiaries.
Overview
We are a customer experience (CX) management solutions company that develops on-demand “cloud based” customer experience management software such as Touchpoint Mapping® and McorpCX | Persona, and that also provides professional and related services designed to help organizations improve customer experiences, increase customer loyalty, reduce costs and increase revenue.
We believe that delivering better customer experiences is a powerful, sustainable way for any organization to differentiate from their competition. We are engaged in the business of developing and delivering technology-enabled products and professional services that help large, medium and small organizations improve their customer listening and customer experience management capabilities.
Our current products include Touchpoint Mapping® On-Demand and McorpCX | Persona. Touchpoint Mapping® On-Demand is a research-based Software-as-a-Service (“SaaS”) solution designed to be a comprehensive customer experience solution for customer-centric organizations to measure and gather customer data across all their touchpoints, channels and interactions with their customers. Touchpoint Mapping® On-Demand is designed to enable an organization to see where and how to improve brand and customer loyalty, as well as their customers' experiences across multiple channels and touchpoints. McorpCX | Persona, another online SaaS solution, is designed for developing and managing customer persona, as well as automating the currently manual process of developing, managing and sharing persona across corporations. McorpCX | Persona is designed to improve the results of customer facing initiatives, and designed to help customer-centric businesses and the agencies and consultancies that serve them to better understand, connect with and serve their customers.
Our professional services are intended to help primarily large and medium sized organizations plan, design and deliver better customer experiences, and to analyze and review client data gathered through our software application. Other services include customer experience training, strategy consulting and business process optimization, which are intended to increase our customers' adoption of our products and services, help our customers maximize their return on investment, and improve our customers' efficiency.
Development of our software is ongoing, as both Touchpoint Mapping® On-Demand and McorpCX | Persona are refined and improved based on customer feedback, and customized for specific organizations and industry sectors. The services delivered with our products may include consulting and additional research services, as well as services such as assessment, integration, implementation and additional offline analysis and reporting of data.
Though we initially released Touchpoint Mapping ® On-Demand in 2013, we cannot predict the timing or probability of generating material sales revenue from it. Similarly, we released McorpCX | Persona in September of 2016 and cannot predict the timing or probability of generating material sales revenue from it either. As of this filing, we have yet to engage the necessary sales and marketing staff or possess the capabilities required to identify, develop, and close material product sales opportunities, and currently lack sufficient resources to market and sell our products in the manner which we believe is required to achieve our product sales and revenue growth objectives.
Sources of Revenue
Our revenue consisted primarily of professional and software-enabled consulting services, product sales and other revenues in 2016 and 2015. Consulting services include customer experience management consulting in the areas of strategy development, planning, education, training and program design, and includes the articulation of customer-centric strategies and implementation roadmaps in support of these strategies. Product revenue is from productized and software-enabled service sales not elsewhere classified, while other revenue includes reimbursement of related travel costs and out-of-pocket expenses.
While our plan of operations is based on migrating the majority of our service revenue from these categories to recurring SaaS subscription fees, we anticipate that fees for professional and software-enabled consulting services will remain a significant revenue source in the foreseeable future. As of September 30, 2016, we have successfully delivered certain features and functionality of our software product, Touchpoint Mapping ® On-Demand, to several clients. However, we have not obtained material stand-alone sales commitments for Touchpoint Mapping ® On-Demand or McorpCX | Persona, and do not anticipate being able to do so until we engage the necessary sales and marketing staff to develop and execute product sales opportunities.
Should we successfully obtain material sales commitments for Touchpoint Mapping ® On-Demand or McorpCX | Persona, we anticipate that subscription agreements and related professional services associated with delivering our software solutions will become a source of increased revenue. Subscriptions and associated professional services pricing are based on our gross margin objectives, growth strategies and the specific needs of our clients' organizations, measured primarily by the following metrics: breadth of insights sought, number of employees, number of customers and customer segments, frequency of insights gathered, and other variables.
Subscription agreements for our software solutions are offered as monthly term agreements which contain a minimum commitment period of at least 12 months, and which include related setup, upgrades, hosting and support. Professional services include consulting fees related to implementation, customization, configuration, training and other services.
Based on data gathered during the implementation stage of on-demand software and software-enabled services engagements, we believe that the average time it will take our clients from placing an order to live deployment of our products is between 30 and 45 days. We typically invoice clients upon inception of subscription agreements for setup and total subscription fees contracted over the term of the agreements, with payment due within 30 days.
Professional services related to the subscription agreements are invoiced at the inception of the professional services agreement at a negotiated percentage of total fees, often but not exclusively one-third or one-half of the total estimated professional services fees, with the balance of payments due over the duration of the contract as project milestones are met. Amounts invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether revenue recognition criteria have been met.
Cost of Revenue and Operating Expenses
Our costs of revenue and operating expenses are detailed at the sub-category level in our Income Statements. And while the financial results for these categories are further explained in the Results of Operations section below, a general description of these categories follows:
Cost of Goods Sold
Cost of goods sold has historically consisted primarily of expenses directly related to providing professional and consulting services. Those expenses include contract labor, third-party services, and materials and travel expenses related to providing professional services to our clients. However, as certain features of Touchpoint Mapping ® On-Demand were made available for general release beginning in 2014, costs of goods now also includes significant product-related hosting and monitoring costs, licenses for products embedded in the application, amortization of capitalized software development costs, related sales commissions, service support, account management and subscriptions, as applicable.
Should our client base grow, we intend to continue to invest additional resources in our hosting, technical support and professional services capabilities, as well as our utilization of third-party licensed software.
General and Administrative Expenses
General and administrative expenses consist primarily of salary and related expenses for management, client delivery, finance and accounting, and marketing personnel. Expenses also include contract services, as well as marketing and promotion costs, professional fees, software license fee expenses, administrative costs, insurance, rent and a portion of travel expenses and other overhead, which are categorized as “other general and administrative expenses” in our financial statements.
Sales and marketing expenses are currently reflected in salaries and wages, commissions, contract labor, sales, marketing and promotion, and other related overhead expense categories. Since we currently recognize revenue over the terms of the subscriptions or professional services engagements, we expect to experience a delay between increases in selling and marketing expenses and the recognition of revenue. We expect to continue to incur significant sales and marketing expenses in both absolute dollars and as a percentage of expenses as we hire sales and additional marketing personnel and increase the level of marketing activities.
We expect that total general and administrative expenses will increase as we continue to add personnel in connection with the growth of our business. In addition to increases in sales and marketing and research and development expenses, in order to meet the requirements of a public company we anticipate we will also incur additional employee salaries and related expenses, professional service fees and insurance costs in connection with any growth of our business and operations.
Results of Operations
Change from |
Percent Change |
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Revenue |
2016 |
2015 |
Prior Year |
from Prior Year |
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Three Months Ended September 30, |
$ | 547,406 | $ | 310,626 | $ | 236,780 | 76 | % | ||||||||
Nine Months Ended September 30, |
$ | 1,274,310 | $ | 1,074,116 | $ | 200,194 | 19 | % |
Total revenues were 19% higher for the nine months ended September 30, 2016 when compared to the same period in 2015, primarily due to increased revenues from consulting services. Revenues also increased from our software products and software related services in the nine months of 2016 compared to the same period in 2015.
Total revenues in the third quarter of 2016 were 76% higher than total revenues in the third quarter of 2015, mainly due to increased revenue from consulting services. Revenue has been growing in the second and third quarters primarily as a result of management’s re-focus on business development and revenue generating efforts after the first quarter of 2016.
During the first quarter of 2016, we focused on internal initiatives that we believed were critical to our long-term growth. These initiatives included the listing of our shares of common stock on the TSX Venture Exchange and the closing of the related private placement of our common stock in February 2016.
Change from |
Percent Change |
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Cost of Goods Sold |
2016 |
2015 |
Prior Year |
from Prior Year |
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Three Months Ended September 30, |
$ | 137,490 | $ | 70,165 | $ | 67,325 | 96 | % | ||||||||
Nine Months Ended September 30, |
$ | 348,351 | $ | 384,161 | $ | (35,810 | ) | (9 | %) |
Cost of goods sold increased by $67,000 for the three months ended September 30, 2016 when compared to the same period in 2015 due primarily to an increase of approximately $64,000 in professional fee costs. This increase corresponds with the increase in revenues from consulting services and is primarily due to the Company’s need to contract outside services to assist with delivery of professional services.
Cost of goods sold decreased by $36,000 during the nine months ended September 30, 2016 when compared to the same period in 2015 primarily as a result of a decrease of $48,000 in reimbursable expenses such as lodging, meals and entertainment and transportation in the first nine months of 2016. A decrease of approximately $20,000 in professional fee costs in the same period also contributed to the decrease in cost of goods sold and was largely due to decreased revenue for the first quarter 2016 combined with the hiring of an additional salaried employee in the second quarter of 2016 resulting in a reduced need for contract services, being partially offset by increased professional fee costs in the third quarter of 2016 for the reasons discussed above. These decreases in cost of goods sold and professional fee costs in the first nine months of 2016 were partially offset by increases in software amortization due to software purchases made during the period. Non-reimbursable project expenses and vendor costs also increased slightly during the period compared to the same period in 2015, in line with increases in revenues for the period.
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Salaries and Wages |
2016 |
2015 |
Prior Year |
from Prior Year |
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Three Months Ended September 30, |
$ | 231,896 | $ | 237,133 | $ | (5,237 | ) | (2.21 | %) | |||||||
Nine Months Ended September 30, |
$ | 793,796 | $ | 699,560 | $ | 94,236 | 13.47 | % |
Salaries and wages decreased by $5,000 for the three months ended September 30, 2016 when compared to the three months ended September 30, 2015 driven largely by a decrease in officer salaries expense of $89,000 partially offset by an increase in staff salaries and related benefits of approximately $56,000 and an increase in stock based compensation expense of $29,000. The decrease in officer salaries expense was primarily due to the capitalization of officer salaries for software development efforts during 2016. We hired additional staff in 2016 to assist with the delivery of our professional services and other tasks, which primarily contributed to the increased staff salaries and stock compensation expenses in the current quarter.
For the nine months ended September 30, 2016, salaries increased by $94,000 when compared to the nine months ended September 30, 2015, primarily due to the hiring of new employees in 2016 resulting in an increase of $31,000 and increased stock based compensation expense of $138,000 mostly due to the issuance of option grants to these employees. This increase was partially offset by capitalization of officer salaries for software development efforts in the first nine months of 2016.
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Contract Services |
2016 |
2015 |
Prior Year |
from Prior Year |
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Three Months Ended September 30, |
$ | 32,402 | $ | 36,624 | $ | (4,222 | ) | (11.53% | ) | |||||||
Nine Months Ended September 30, |
$ | 101,202 | $ | 165,570 | $ | (64,368 | ) | (38.88% | ) |
Contract services expenses decreased for the three and nine months ended September 30, 2016 primarily due to decreases in corporate and investor relations, accounting, and marketing expenses in 2016.
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Percent Change |
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Other General and Administrative |
2016 |
2015 |
Prior Year |
from Prior Year |
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Three Months Ended September 30, |
$ | 246,578 | $ | 201,432 | $ | 45,146 | 22.41 | % | ||||||||
Nine Months Ended September 30, |
$ | 873,462 | $ | 472,596 | $ | 400,866 | 84.82 | % |
Other general and administrative costs increased for the three months ended September 30, 2016 as compared to the three months ended September 30, 2015 primarily due to an increase in administration costs of $44,000 as well as professional fees of $27,000 mainly as a result of increased legal costs in 2016. We also recorded aggregate increased costs of $25,000 in the third quarter of 2016 compared to the same quarter of 2015 across all of the following categories: computers and software, dues and subscriptions, insurance, rent, and repairs and maintenance. These increases were partially offset by a decrease in sales, marketing, and promotion expenses of $42,000 and $9,000 in travel expenses in the third quarter of 2016 compared to the same quarter of 2015.
Other general and administrative costs increased for the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015 primarily due to an increase of $214,000 in professional fees associated with our listing on the TSX-V exchange and the closing of our private placement in February 2016, as well as the engagement of a new audit firm. Other increases include $73,000 in administration costs related primarily to human resource and recruiting expenses, investor relations, and license fees. There were also increases of $49,000 in sales, marketing, and promotion expenses, $15,000 in travel, meals, and entertainment expenses and increased aggregate expenses of $50,000 across all of the following categories: computers and software, dues and subscriptions, insurance, rent, and repairs and maintenance in the first nine months of 2016 compared to the same period of 2015.
Change from |
Percent Change |
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Other Income/Expense |
2016 |
2015 |
Prior Year |
from Prior Year |
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Three Months Ended September 30, |
$ | 518 | $ | 3,812 | $ | (3,294 | ) | (86.41% | ) | |||||||
Nine Months Ended September 30, |
$ | (7,929 | ) | $ | 9,045 | $ | (16,974 | ) | (187.66% | ) |
Other expenses decreased for the three and nine months ended September 30, 2016 when compared to the same periods in 2015 primarily due to the net effect of fluctuating unrealized gains and losses associated with the revaluation of a promissory note from Canadian dollars to United States dollars in 2016.
Liquidity and Capital Resources
We measure our liquidity in a variety of ways, including the following:
September 30, |
December 31, |
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2016 |
2015 |
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Cash and cash equivalents |
$ | 2,238,178 | $ | 492,733 | ||||
Working capital |
$ | 2,092,721 | $ | 349,740 |
As at September 30, 2016, our cash and cash equivalents and working capital had increased to $2,238,178 and $2,092,721, respectively, from $492,733 and $349,740 as at December 31, 2015. The closing of a private placement of our common stock in February 2016 for proceeds of $2,745,000 was the primary driver behind the increase in cash and working capital.
For the nine months ended September 30, 2016 and the year ended December 31, 2015, we were able to finance our operations, including capital expenditures for infrastructure, product development and marketing activities with cash generated through operating activities, cash on hand, and the proceeds received from our private placement of common stock in February 2016. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the financial statements included in this report, for the nine months ended September 30, 2016 we had a net loss of $862,252 and a net loss of $994,351 for the year ended December 31, 2015.
We have had material operating losses and have not yet created positive cash flows. These factors raise substantial doubt as to our ability to continue as a going concern. Although we believe that sufficient funding will be available from operations, private placements of equity securities or additional borrowings to meet our liquidity needs over the next 12 months, our ability to continue as a going concern is entirely dependent upon our ability to achieve a level of profitability, and/or to raise additional capital through debt financing and/or through sales of common stock. We cannot provide any assurance that profits from operations, if any, will generate sufficient cash flow to meet our working capital needs and service our existing debt, nor that sufficient capital can be raised through debt or equity financing. The financial statements do not include adjustments related to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.
Anticipated Uses of Cash
In 2015 and the first three quarters of 2016, our primary areas of investment were professional staff to support our professional services and SaaS product delivery business, including client relationship management, and product development staff as well as investments in sales and marketing activities, such as sales and marketing staff, marketing and sales automation software and other related services.
For the remainder of 2016, we currently anticipate that our uses of cash will mirror the primary areas of investment for the first three quarters of 2016, including professional staff to support our professional services and SaaS product delivery business. Investments are anticipated to include client relationship management and product development staff as well as investments in sales and marketing activities such as sales and marketing staff, marketing and sales automation software and other related services.
Cash Flow – Nine Months Ended September 30, 2016 and 2015
Operating Activities. Net cash used in operating activities increased to $582,459 for the nine months ended September 30, 2016 compared to $512,891 for the nine months ended September 30, 2015. This increase in cash used by operating activities was attributable primarily to a $212,359 increase in net losses combined with cash used in connection with increased accounts receivables and other assets, partially offset by an increase in stock compensation expense as well as cash provided in connection with accounts payable and accrued interest in the first nine months of 2016.
Days Sales Outstanding (“DSO”), which the Company defines as the average number of days it takes to collect revenue once a sale has been made, decreased in the first nine months of 2016 compared to the same period in the prior year. During the nine months ended September 30, 2016, DSO was approximately 33 days, down from approximately 44 days during the nine months ended September 30, 2015. This decrease mainly resulted from a lower accounts receivable balance at the end of the third quarter of 2016 compared to the same quarter of 2015 driven primarily by increased collection of billings in the current quarter. DSO can fluctuate quarter to quarter due to the timing and nature of contracts that lead to up-front billings related to deferred revenue on services not yet performed.
Investing Activities. Net cash used in investing activities for the nine months ended September 30, 2016 increased to $417,096 compared to $43,460 in net cash used in investing activities for the same period in 2015. Net cash used in investing activities in the first nine months of 2016 primarily consisted of cash used for capitalized software development costs of $376,878 as well as payments for acquisition of intangible assets of $30,000 and equipment for $10,218.
Financing Activities. Net cash provided by financing activities for the nine months ended September 30, 2016 and 2015 amounted to $2,745,000 and $513,750, respectively. Cash provided in both years was the result of separate private placement of our common stock in each period.
Off Balance Sheet Arrangements
We did not have any off balance sheet arrangements as of September 30, 2016.
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and as such, are not required to provide the associated information under this item.
ITEM 4. |
CONTROLS AND PROCEDURES. |
Disclosure Controls and Procedure
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective.
We are in the process of developing and implementing remediation plans to address our material weaknesses as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. |
LEGAL PROCEEDINGS. |
We are not involved in any legal actions or claims and to our knowledge no such actions or claims are pending.
ITEM 1A. |
RISK FACTORS. |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as such, are not required to provide the associated information under this item.
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Recent Sales of Unregistered Securities
There were no unregistered sales of our equity securities during the three-month period ended on September 30, 2016.
Purchases of Equity Securities
During the three months ended September 30, 2016, there were no purchases of our common stock made by, or on behalf of, the Company or any "affiliated purchaser," as defined by Rule 10b-18 of the Exchange Act.
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. |
MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 5. |
OTHER INFORMATION. |
(a) |
N ot applicable. |
(b) |
Subsequent to the end of the quarter the employment of Michal Volkin, whose appointment as the Company’s marketing manager was announced by the Company on September 19th of this year, was terminated effective as of October 31, 2016. |
ITEM 6. |
EXHIBITS. |
See exhibits listed under the Exhibit Index below.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report has been signed on its behalf by the undersigned, thereunto duly authorized on this 14 th day of November, 2016.
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MCORPCX, INC. |
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BY: |
/s/ MICHAEL HINSHAW |
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Michael Hinshaw |
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Chief Executive Officer, Principal Accounting Officer, and Treasurer |
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BY: |
/s/ BARRY MACNEIL |
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Barry MacNeil |
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Chief Financial Officer |
EXHBIIT INDEX
3.1 |
Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012). |
3.2 |
Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012). |
3.3 |
Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 25, 2012). |
3.4 |
Amended Articles of Incorporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 13, 2015). |
3.5 |
Certificate of Amendment of Articles of Incorporation of the Company. |
3.6 |
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3. 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 24, 2015). |
31.1 |
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
31.2 |
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
32.1* |
Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 |
101.INS |
XBRL Instance Document |
101.SCH |
XBRL Taxonomy Extension - Schema |
101.CAL |
XBRL Taxonomy Extension - Calculations |
101.DEF |
XBRL Taxonomy Extension - Definitions |
101.LAB |
XBRL Taxonomy Extension - Labels |
101.PRE |
XBRL Taxonomy Extension - Presentation |
*Furnished, not filed
Notes to Exhibits List:
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheet, (ii) Statements of Operations, (iii) Statements of Cash Flows, and (iv)Notes to the Financial Statements. In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Exhibit 3.5
CERTIFICATE OF AMENDMENT
OF
ARTICLE S OF INCORPORATION
OF
MCORPCX, INC.
The undersigned certify that:
1. |
They are the President and Secretary, respectfully, of McorpCX, Inc., a California corporation . |
2. |
Article Four of the Articles of Incorporation of this corporation is amended in its entirety to read as follows: |
FOURTH: This corporation is authorized to issue only one class of shares of stock, and the total number of shares which this corporation is authorized to issue is Five Hundred Million (500,000,000), which shall be without par value.
3. |
The foregoing amendment to this corporation’s Articles of Incorporation has been approved by this corporation’s board of directors. |
4. |
The foregoing amendment to this corporation’s Articles of Incorporation has been duly approved by the required vote of this corporation’s shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of this corporation is 20,426,158 shares of common stock. The number of shares voting in favor of the amendment was 10,793,665 shares of common stock, which exceeded the vote required. The percentage vote required to pass the amendment was more than 50% of this corporation’s total outstanding shares of common stock, and the percentage of the votes in favor of the amendment was 52.84%. |
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
DATE: August 16, 2016
/s/ Michael Hinshaw
Michael Hinshaw, President
/s/ Guiseppe Perone
Giuseppe (Pino) Perone, Secretary
CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Hinshaw, certify that:
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I have reviewed this Form 10-Q for the period ended September 30, 2016 of MCorpCX, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: |
November 14, 2016 |
/s/ MICHAEL HINSHAW |
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Michael Hinshaw |
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Principal Executive Officer |
CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barry MacNeil, certify that:
1. |
I have reviewed this Form 10-Q for the period ended September 30, 2016 of McorpCX, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: |
November 14, 2016 |
/s/ BARRY MACNEIL |
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Barry MacNeil |
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Principal Financial Officer |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of McorpCX, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Hinshaw, Chief Executive Officer of the Company and Barry MacNeil, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated this 14 th day of November, 2016.
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/s/ MICHAEL HINSHAW |
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Michael Hinshaw |
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Chief Executive Officer |
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/s/ BARRY MACNEIL |
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Barry MacNeil |
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Chief Financial Officer |