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| SKPN.OB > SEC Filings for SKPN.OB > Form 10-Q on 14-Aug-2009 | All Recent SEC Filings |
14-Aug-2009
Quarterly Report
Liquidity
On January 28, 2009, the Company executed an engagement letter with Falcon International Consulting Limited ("Falcon") under which Falcon would, on a best efforts basis, raise up to $2 million through the sale of new shares of common stock of the Company at $.10 per share (the "2009 Private Placement"). The Company received proceeds of $836,443 net of placement fees paid to Falcon and others, for the purchase of 9,630,000 shares of common stock, as more fully described in Note 13-Common Stock. The proceeds from the 2009 Private Placement have been used to support the development costs of the Company's new subsidiary, SkyShop Logistics, Inc dba PuntoMio.com ("Punto Mio"). Punto Mio is a cross border shopping facilitator. As of July 31, 2009, the Company has expensed $981,975 in the development of Punto Mio.
On June 26, 2009, the Company's wholly owned subsidiary, Punto Mio, executed a new engagement agreement with Falcon under which Falcon would raise up to $2 million through the sale of units consisting of one preferred share of Punto Mio plus one warrant to purchase one common share of the Company at $1.00 per unit. As of August 14, 2009, a total of $680,000 cash has been raised by Punto Mio. In addition, subscription agreements totaling $1,080,000 for the purchase of 1,080,000 Punto Mio shares attached to SkyPostal
Network warrants with an exercise price of $.10 for three years were entered into with interested investors. Management expects to receive the full amount of the subscription agreements by August 31, 2009.
As of June 30, 2009, the Company had no indebtedness, with the exception of two non-compete agreements entered into with shareholders. The Company is current with the LEL non-compete payments, however it has not made payments on one of the shareholder non-compete agreement and share redemption (put option agreement) since July 1, 2008 totaling approximately $489,000, as described more fully in Note 10-Commitments and Contingencies. The Company believes that because the shareholder has a financial ownership interest in the Company and because we currently have an economically important arms length working relationship we do not believe that the shareholder would enforce his right under the contract to request collection of monies due to him under the non-compete agreement or pursue litigation at this time because his interests are aligned with the success of our Company.
The Company has arranged a line of credit of $1,200,000 with a finance company who was a former lender. Subject to the finance company satisfactorily completing due diligence on the credit worthiness of each accounts receivable, the terms of the line of credit will allow the Company to borrow up to eighty percent of the value of eligible receivables. The cost to the Company for the cash advances on the line of credit is 2% of the advance for the first 30 days the invoice is outstanding and 0.0667% of the advance for each additional day thereafter the invoice is unpaid. As of August 14, 2009, the Company has not utilized this line of credit.
The Company is exploring other alternatives for financing and raising additional equity in the capital markets but there can be no assurances that these efforts will be successful. The Company believes that it has sufficient cash and available capital to meet its cash needs over the next 12 months.
Management Plans
The international mail volumes have been greatly affected by the world economy, increase of online banking resulting in a decrease in bank statement delivery and shift of the distribution of publications from hard copy to on-line electronic delivery. The world's postal services have experienced a 20% to 26% reduction in mail volumes in the first half of 2009 over the same period in 2008. As a result, the Company has not been able to significantly increase its mail volumes. Overall mail volumes for the first six months of 2009 have remained basically the same as compared to the same period in 2008.
The Company has repositioned its sales strategy by focusing on the growth of parcel post generated by the growing on-line cross border shopping. The Company has established a subsidiary, SkyShop Logistics, Inc. dba ("Punto Mio"), to focus on providing cross border shopping facilitation and international "Intelligent Parcel Post" delivery.
Many on-line merchants in the USA do not accept orders from international customers due to customs clearance challenges, high incidence of parcel post losses and merchandise return difficulties. As the US dollar weakens against other currencies, on-line shopping at US merchant sites by foreigners is increasing. To solve these challenges for the US merchant and overseas buyer, the Company offers foreigners a US address that they can use when purchasing from US on-line merchants.
Management is constantly seeking opportunities to lower operating and administrative costs and increase revenue in an effort to reduce the current negative cash flow, including the following initiatives achieved in the three months ended June 30, 2009:
† Reduction of administrative costs and mail processing staff in Florida. † Reduction in senior and middle management salaries and health benefit costs † Consolidation of service facilities in Florida. † Establishment of a mail processing and consolidating hub in the |
† Increased investment in its "Intelligent Parcel Post" service to foreign shoppers and US on line merchants.
† Re-negotiating of contracts with certain key suppliers for better pricing and/or payment terms.
† Repositioning its sales strategy by focusing efforts on generating higher margin international retail sales from Latin American countries.
The acquisition of LEL made it possible for the Company to consolidate its mail processing facilities in the customs Free Zone in Bogota, Colombia and achieve efficiencies and better economies of scale. This has lead to a reduction of staff and lower sorting costs, greater consolidation of routes leading to lower air transport costs and achieve certain competitive advantages with respect to transit times and pricing to Latin America. The Colombia hub will make it easier for the Company to add new customers, and consequently increase revenues.
The Company also intends to seek out future acquisitions in order to achieve operating income sufficient to cover other expenses and achieve a net income. To complete such acquisitions the Company may require additional financing for which the Company has no financing commitments and for which management believes no assurances can be given that such financing commitments will be obtained. The Company also plans to seek out new customers and to increase business with existing customers as additional means to increase tonnage and reach profitability
Note 3 Summary of Significant Accounting Policies
Reclassification
Certain reclassifications of amounts previously reported have been made to the accompanying unaudited condensed consolidated financial statements in order to maintain consistency and comparability between periods presented.
Business Combinations
Effective March 1, 2009, the Company acquired 70% of the outstanding common stock of LEL. The acquisition was accounted for using the acquisition method in accordance with SFAS No. 141 (R), Business Combinations, ("SFAS No. 141R"), which replaced SFAS No. 141, Business Combinations. SFAS No. 141(R) broadens the scope of SFAS No. 141 and requires the acquisition method (SFAS No. 141 referred to as the purchase method) to be used on all events where a business obtains control over another business. As a result, SFAS No. 141(R) works to improve the comparability of information about business combinations presented and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interests in the acquiree, and goodwill acquired in a business combination or a gain from a bargain purchase. The consolidated financial information presented includes the accounts of LEL as of March 1, 2009. See Note 7- Business Combinations. See Non-controlling Interest accounting policy below.
Loss Per Share
Basic loss per share is presented on the face of the unaudited consolidated statements of operations. As provided by SFAS No. 128, "Earnings per Share," basic loss per share is calculated as the loss attributable to common stockholders divided by the weighted average number of shares outstanding during the periods. Basic net income (loss) per share is computed using the weighted average number of shares outstanding during the period. Due to the Company's losses from continuing operations, dilutive potential common shares in the form of warrants were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented.
Use of Estimates
The preparation of unaudited consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the amount of uncollectible accounts receivable, the amount to be paid for the settlement of liabilities related to cost of sales, the estimated useful lives for property and equipment and the value assigned to the warrants granted in connection with the various financing arrangements. Actual results could differ from those estimates.
Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS No. 157"), which defines fair value, establishes a framework for measuring value in GAAP and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
In February 2008, the FASB issued Staff Position FAS 157-2, Effective Date of FASB Statement No. 157 ("FSP No. 157-2"), which defers the effective date of SFAS No. 157 for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value on a recurring basis, to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years.
The Company has determined the estimated fair value amounts presented in these unaudited consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the unaudited consolidated financial statements are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions
and/or estimation methodologies may have a material effect on the estimated fair value amounts. See Note 12- Fair Value Measurements.
Non-controlling Interest
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements ("SFAS No. 160"). SFAS No. 160 amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, and changed the accounting and reporting for noncontrolling interests, which are the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. SFAS No. 160 was effective for the quarter ended March 31, 2009 for the Company and requires retroactive adoption of its presentation and disclosure requirements. SFAS No. 160 requires the Company to report net income attributable to the noncontrolling interests separately on the face of the Condensed Consolidated Statements of Operation. Additionally, SFAS No. 160 requires that the portion of equity in the entity not attributable to the Company be reported within equity, separately from the Company's equity on the Condensed Consolidated Balance Sheets.
Effective February 27, 2009, the Company acquired 70% of the outstanding common stock of LEL. The acquisition was accounted for using the acquisition method in accordance with SFAS No. 141 (R). The 30% non-controlling interest in the LEL was accounted for in accordance with SFAS No. 160. The Company reported the non-controlling interest in the consolidated financial statements as required by SFAS No. 160. The determination of the fair value of the non-controlling interest due to the acquisition of LEL is described in Note 7 Business Combinations.
Software Product Development Costs
Software product development costs incurred prior to reaching technological feasibility are expensed. We have determined that technological feasibility of the software is not established until substantially all product development is complete.
Translation Policy
The local currency is the functional currency for LEL, the Company's recently acquired operation located in Colombia. For local currency functional locations, assets and liabilities are translated at end-of-period rates while revenues and expenses are translated at average rates in effect during the period. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income.
Subsequent Events
In May 2009, the FASB issued Statement No. 165, Subsequent Events ("SFAS No. 165"), which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the provisions of SFAS No. 165 for the quarter ended June 30, 2009. The Company evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q on August 14, 2009. During the period subsequent to the balance sheet through August 14, 2009, the Company was involved in a private placement as described in Note 2-Liquidity, Financial Condition and Management Plans.
Note 4 Recent Accounting Pronouncements
In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("SFAS No.168"). SFAS No. 168 replaces SFAS Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes the FASB Accounting Standards Codification TM (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its quarterly report on Form 10-Q for the quarter ending September 30, 2009. This will not have an impact on the consolidated results of the Company.
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly ("FSP 157-4"), and FSP FAS 107-1 and Accounting Principles Board ("APB") 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1). These two staff positions relate to fair value measurements and related disclosures. The FASB also issued a third FSP relating to the accounting for impaired debt securities titled FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments (FSP 115-2). These standards were effective for interim and annual periods ending after June 15, 2009. The Company has determined that FSP 157-4 and FSP 115-2 do not currently apply to its activities and has adopted the disclosure requirements of FSP 107-1.
In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share pursuant to the two class method. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2009 and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data to conform to the provisions in this FSP. The provisions of FSP No. EITF 03-6-1 are effective for the Company retroactively in the first quarter ending March 31, 2009. The Company is in the process of evaluating the impact of FSP No. EITF 03-6-1 on the calculation and presentation of earnings per share in its consolidated financial statements.
Note 5 Concentration of Credit Risk
In the normal course of business, the Company incurs credit risk from accounts receivable and transactions with financial institutions. The Company has a credit policy which is used to manage this risk. As part of this policy, limits on exposure with counterparties have been set and are monitored on a regular basis. Anticipated bad debt losses have been provided for in the allowance for doubtful accounts.
During the three months ended June 30, 2009 and 2008 approximately 26% and 19% of the Company's revenues were generated from two customers and approximately 23% and 15% of the Company's cost of sales was purchased from one vendor, respectively. During the six months ended June 30, 2009 and 2008 approximately 25% and 21% of the Company's revenues were generated from two customers and approximately 26% and 16% of the Company's cost of sales was purchased from one vendor, respectively.
Note 6 Geographic Information
The following schedule highlights the Company's international sales which also include the revenues of LEL, the Company's foreign operation at June 30, 2009. The Company's geographic statements of operations disclosures are as follows:
U.S. and Foreign revenues are shown below:
Three Months Ended June 30 Six Months Ended June 30
Region 2009 2008 2009 2008
U.S. $ 1,209,987 $ 1,496,015 $ 2,848,773 $ 3,361,914
Foreign 960,095 595,298 1,896,658 1,170,199
Total $ 2,170,082 $ 2,091,313 $ 4,745,431 $ 4,532,113
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The long-lived assets of LEL at June 30, 2009 were insignificant.
Note 7 Business Combinations
On February 27, 2009, the Company acquired 70 percent of the outstanding common stock of LEL. The purchase consideration of $100,000 was comprised of 400,000 shares of common stock in the Company with a fair value of $100,000 ($.25 per share). The purchase price was allocated to the tangible assets acquired and the liabilities assumed based on their respective fair values and any excess was allocated to the fair values of identifiable intangible assets, identified as LEL's customer list. The effective date of the acquisition was determined to be March 1, 2009. The allocation of the purchase price as of March 1, 2009 is shown below:
Cash $ 11,753 Accounts receivable 112,455 Other assets 13,791 Customer List-LEL 81,020 Accounts payable (31,994 ) Other liabilities (78,956 ) Non-controlling interest (8,069 ) Net assets acquired $ 100,000 |
The fair value determination of non-controlling interest is shown below:
LEL net asset value 26,897 Non-controlling percentage 30 % Non-controlling interest $ 8,069 |
Note 8 Intangible Assets, net
Intangible assets, net as of June 30, 2009 and December 31, 2008 are shown
below:
2009 2008 Life (yrs)
Trade Mark $ 87,344 $ 79,248 Indefinite
Customer List-LEL 81,020 - Three
Non-Compete-LEL 100,000 - Three
Non-Compete-Shareholder 735,000 735,000 Seven
GPS PDA Investment 231,295 231,295 Three
License Agreement 142,800 142,800 Five
Subtotal 1,377,459 1,188,343
Less: Accumulated Amortization (198,842 ) (116,830 )
Intangible Assets, net $ 1,178,617 $ 1,071,513
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On February 27, 2009, the Company acquired 70 percent of the outstanding common stock of LEL. The purchase price was allocated to the tangible assets acquired and the liabilities assumed based on their respective fair values and any excess was allocated to the fair value of identifiable intangible assets, identified as LEL's customer list, amounting to $81,020. The Company also entered into a non-compete agreement, with a shareholder of LEL, which includes payments totaling $100,000, comprised of 25 payments of $4,000 payable on a monthly basis. The non-compete agreement was recorded as an intangible asset and will be amortized on a straight line basis over three years. At June 30, 2009, the Customer List-LEL, net and the Non-Compete-LEL, net amounted to $74,267, and $91,521, respectively.
The Company is developing proprietary software which would be used by the Company to enhance the delivery of mail to its customers. The Company capitalizes the costs until the point at which the software project is substantially complete and ready for its intended use, that is, after all substantial testing is completed. Once the software is placed into service the Company will amortize the asset over a three year period.
Simultaneous with the Redemption Agreement, see Note 10 - Commitments and Contingencies, entered into on April 1, 2007, the Company also entered into a non-compete agreement with a shareholder. Under the non-compete agreement the shareholder receives quarterly payments totaling $ 735,000 starting April 1, 2008 ending January 1, 2013. The non-compete agreement was recorded as an intangible asset on the balance sheet with an offsetting liability to recognize the cumulative future payments. The non-compete is amortized on a straight line basis over the term of the agreement and for a period of two years thereafter as stated in the agreement for a total of seven years. At June 30, 2009 and December 31, 2008, the net balance of the non-compete agreement amounted to $603,750 and $656,750, respectively.
In September 2007, the Company entered into a license agreement with a vendor for exclusive service in certain markets of Latin America. The license agreement was recorded as an intangible asset and is amortized on a straight line basis over five years. At June 30, 2009 and December 31, 2008, the net balance of the License Agreement amounted to $90,440 and $104,720, respectively.
Note 9 Other Assets Other Assets as of June 30, 2009 and December 31, 2008 are shown below: Other Assets 2009 2008 Escrow Deposit (a) $ - $ 376,975 Security Deposit 83,412 78,093 Other Assets, net $ 83,412 $ 455,068 |
In June 2009, the Company was advised that Crosscheck Media filed for protection under the U.S. Bankruptcy laws. Upon further review, the Company determined the recoverability of the deposit was unlikely and the deposit of $149,975 was fully reserved during the three months ended June 30, 2009.
Note 10 Commitments and Contingencies
Put Option
In May 2006, the Company had a $3,200,000 note payable due to a bank which was assumed by a shareholder in exchange for 3,144,608 shares of common stock at $1.00 per share, the estimated fair value of the share at date of the conversion. The conversion of the note payable into equity was a pre-condition of a convertible debt raise of approximately $4,000,000 undertaken by the Company in 2006 as part of an attempt to do an IPO on the AIM Market of the London Stock Exchange in October 2006. The IPO was aborted in November 2006.
On April 1, 2007, the Company and the aforementioned shareholder entered into a Sale Option Agreement, (the "Redemption Agreement"), whereby 3,200,000 options (the "Option") were issued to the shareholder which could be put to the Company and obligate the Company to purchase and redeem at any time up to 3,200,000 shares of the Company's common stock at the cash exercise price of $1.00. The shareholder may exercise in whole or in part up to 3,200,000 shares in quarterly increments of up to 160,000 common shares beginning with the quarter ended April 1, 2008. The Option expires on January 2, 2013. There is no requirement for the shareholder to put the Option to the Company.
The Company accounted for the Option as a liability at inception since the Option (a) embodies an obligation to repurchase the issuer's equity shares, or is indexed to such an obligation, and (b) requires or may require the issuer to settle the obligation by transferring assets. In accordance with SFAS No. 150," Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", the Option was measured initially at the fair value of the shares at inception, adjusted for any consideration or unstated rights or privileges. The fair value was determined by the amount of cash that would be paid under the conditions specified in the contract if the shares were repurchased immediately. The Company initially recorded a liability and made . . .
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