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Quotes & Info
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| GISV.OB > SEC Filings for GISV.OB > Form 10-Q on 16-Nov-2009 | All Recent SEC Filings |
16-Nov-2009
Quarterly Report
Forward-Looking Statements
This Quarterly Report of Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as "believes," "estimates," "could," "possibly," "probably," anticipates," "projects," "expects," "may," "will," or "should" or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations. For factors that may cause actual results to differ from management's expectations, reference should be made to the Company's Form 10-K for the year ended March 31, 2009 filed with the Securities and Exchange Commission and our other periodic filings with the Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
Background
The Company was incorporated in the state of Nevada on August 1, 2005. On August 30, 2006, the Company entered into a Share Purchase Agreement ("Agreement") with Voxpath Holdings, Inc. ("Voxpath"). Prior to the merger, Voxpath was an inactive corporation with no significant assets and liabilities. On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc. Effective October 1, 2008, the Company changed its name to Global Investor Services, Inc.
The Company currently markets directly and through its marketing partners as well as online, certain investor products and services that provide financial and educational information to its prospective customers and to its subscribers. During the year ended March 31, 2008, the Company transitioned from a development stage enterprise to an operating company.
On January 15, 2008, the Company completed the purchase of all the outstanding membership interests of ITT. The total purchase price was $18,650,000, consisting of an aggregate of 66,600,000 shares of the Company's common stock and the issuance of convertible promissory notes of $2,000,000. On January 15, 2008, the Company completed the purchase of substantially all of the assets of Razor Data and assumed specified liabilities. The total purchase price was $12,500,000, consisting of an aggregate of 38,000,000 shares of the Company's common stock and the issuance of convertible promissory notes of $3,000,000.
Plan of Operations
The Company is executing its marketing strategy through direct-to-market campaigns with its marketing partners and through the internet where it delivers investor products and services. The Company's target market is comprised of a large base of entry level investors, active investors in the on-line brokerage sector and higher-end users of financial information, services and financial news.
The Company's marketing strategy is designed to grow the business and to deliver high customer value in education and investor services at the lowest possible cost. These goals will be achieved through on-line customer acquisition, product sales and customer service, and on-line education and services delivery.
Customer acquisition is realized via the company's marketing partners and through on-line marketing. Our partners have the marketing and operations capability to attract customers by way of low cost introductory courses and products which then allows for upsell opportunities to a complete on-line education curriculum and expanded investor services. Customer service is supported by a comprehensive client management system that tracks the customer throughout the purchase, education and added services cycle which also includes live data feeds, news and investment letters.
On-line education delivery is completed starting with early stage courses through a complete curriculum of learning modules, podcasts, webinars and webisodes. In addition, our customer management system follows every student at this level in the form of surveys, competency assessments, learning assignments, hotline, coaching and mentoring.
The Company has a number of different delivery formats that is focused on a structured investing methodology that focuses on searching for an investment, industry group analysis, fundamental analysis, technical analysis, and portfolio management. The objective is to provide a complete investor education experience for both beginning and experienced investors and to help them better understand the investment decision process.
The company's longer term goals include the expansion to other markets beyond the United States. The comprehensive investor education curriculum and related investor services will be marketed and delivered on-line in target markets principally via joint venture arrangements in other countries.
Investor Information Services
The Company provides a complete turnkey solution to its clients in the financial community by providing a broad array of information services that include stock market information and tools, comprehensive database creation and management, distributed web hosting and network environments, and complete e-content creation, management and delivery. Razor Data provides technology and data solutions for the Company which allows ITT, the investor education arm of the company, and the TRES portfolios to stay focused on their core competencies to expand product offerings and acquire new customers.
Stock Market Data
Razor Data aggregates and distributes data from over 18 different data providers into a "one stop shop" for client users to get their stock market tools and data. In any given month Razor Data provides data to thousands of users through web and desktop clients. The expansive tools and data include: searches, company valuations, technical analysis, fundamental analysis, analyst recommendations, real-time streaming news, real-time streaming quotes, over 20 years of historical data, insider activity, industries and sectors, exclusive newsletters, proprietary streaming data replay, and institutional ownership. All of the data is delivered to the user through powerful yet intuitively easy to use software tools and website.
No major disposition or purchase of equipment is expected during the next twelve months except for some office furniture and rental of a modest office space.
Results of Operations
Three months ended September 30, 2009 compared to three months ended September
30, 2008:
Revenues:
Three Months Ended Three Months Ended
September 30, 2009 September 30, 2008 Variance
Subscription revenues $ 233,850 80 % $ 364,040 49 % $ (130,190 ) (35.8 )%
Training revenues 57,376 20 % 377,527 51 % (320,151 ) (84.8 )%
Total $ 291,226 100 % $ 741,567 100 % $ (450,341 ) (60.7 )%
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Revenue for the three months ended September 30, 2009 was $291,226 which represented a $450,341 decrease from revenue of $741,567 for the three months ended September 30, 2008. Revenue in the past quarter was below forecast primarily due to the continuation of the economic crisis and the upheaval in the markets. While the company was able to attract consumers to its direct marketing efforts in the past months, there appeared to be a general lack of consumer confidence as we observed that potential clients at our events were reluctant to spend on Investor Education during this difficult and unsettled period.
In this reporting quarter the company also emerged from its concerted effort, which it began in earnest last December and which it completed in April, to re-structure and convert all marketing activities, course content and delivery, investor tools and customer service to an On-Line Business Model. Our business strategy is now based on GIS's broad based online capability to effectively execute our direct marketing as well as our partner campaigns on-line.
Our revenue model has been transformed from a single point-of-sale event to a recurring revenue stream via subscriptions. By eliminating both the high cost event based marketing model and the high logistics costs of supporting live events, our operating margins are expected to be substantially higher. This on-line offering reduces the up-front customer cost, produces higher buyer conversion rates, increases retention rates and further increases customer value since we give immediate full access to all our products and services.
Having completed the conversion to full online capability, we began executing our online customer campaigns in May and we continue to see positive consumer response through June. The campaigns are continuing along with new online webinar initiatives and we look forward to building on what we believe is a robust online business system.
Cost of sales:
Cost of sales for the three month period ended September 30, 2009 was $196,157 (67.4% of sales) as compared to $728,694 (98.3% of sales) for the same period last year. The primary reason for this decrease is our transition to our recurring revenue stream. Our gross profit was $95,069 as compared to $12,873 for same period last year. The primary reason for the improved margins is form this transition.
Operating Expenses:
A summary of significant operating expenses for the three months ended September
30, 2009 and the three months ended September 30, 2008 follows:
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Three Months Three Months
Ended Ended
September 30, 2009 September 30, 2008 Variance
Selling, general and
administrative $ 1,974,487 89 % $ 1,380,137 85 % $ (594,350 ) (43.1 )%
Depreciation and 234,535 11 % 234,535 15 % - - %
amortization
Total $ 2,209,022 100 % $ 1,614,672 100 % $ (594,350 ) (36.8 )%
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Our selling, general and administrative expenses for the three month period ended September 30, 2009 was $1,974,487 as compared to $1,380,137 for the three months ended September 30, 2008. The primary reason for this increase is a result of additional operating and overhead costs incurred this quarter.
Other:
A summary of significant other income (expenses) for the three months ended
September 30, 2009 and the three months ended September 30, 2008 follows:
Three Months Three Months
Ended Ended
September 30, 2009 September 30, 2008 Variance
Loss on change in
fair value of warrant
and reset derivative $ (1,912,030 ) 87 % $ - - % $ (1,912,030 ) (100 )%
Interest and other, (288,947 ) 13 % (378,612 ) 100 % 89,665 24 %
net
Total $ (2,200,977 ) 100 % $ (378,612 ) 100 % $ 1,822,365 (481.3 )%
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During the three months ended September 30, 2009, we issued convertible promissory notes and related warrants that contain certain reset provisions requiring us to fair value both the warrants and reset derivative each reporting period and mark to market as a non cash adjustment to our current period operations. This resulted in a charge to our current period operations of $1,912,030.
Our net interest and other decreased from $378,612 to $288,947 due to debt conversions and lower interest rates with any replacement notes.
Six months ended September 30, 2009 compared to six months ended September 30, 2008:
Revenues:
Six Months Ended Six Months Ended
September 30, 2009 September 30, 2008 Variance
Subscription revenues $ 467,851 83 % $ 971,183 58 % $ (503,332 ) (51.8 )%
Training revenues 98,957 17 % 690,741 42 % (591,784 ) (85.7 )%
Services and other - - % 4,500 0 % (4,500 ) (100 )%
Total $ 566,808 100 % $ 1,666,424 100 % $ (1,099,616 ) (65.99 )%
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Revenue for the six months ended September 30, 2009 was $566,808 which represented a $1,099,616 decrease from revenue of $1,666,424 for the six months ended September 30, 2008. Revenue in the past six months was below forecast primarily due to the continuation of the economic crisis and the upheaval in the markets. While the company was able to attract consumers to its direct marketing efforts in the past months, there appeared to be a general lack of consumer confidence as we observed that potential clients at our events were reluctant to spend on Investor Education during this difficult and unsettled period.
In this reporting quarter the company also emerged from its concerted effort, which it began in earnest last December and which it completed in April, to re-structure and convert all marketing activities, course content and delivery, investor tools and customer service to an On-Line Business Model. Our business strategy is now based on GIS's broad based online capability to effectively execute our direct marketing as well as our partner campaigns on-line.
Our revenue model has been transformed from a single point-of-sale event to a recurring revenue stream via subscriptions. By eliminating both the high cost event based marketing model and the high logistics costs of supporting live events, our operating margins are expected to be substantially higher. This on-line offering reduces the up-front customer cost, produces higher buyer conversion rates, increases retention rates and further increases customer value since we give immediate full access to all our products and services.
Having completed the conversion to full online capability, we began executing our online customer campaigns in May and we continue to see positive consumer response through June. The campaigns are continuing along with new online webinar initiatives and we look forward to building on what we believe is a robust online business system.
Cost of sales:
Cost of sales for the six month period ended September 30, 2009 was $454,086 (80.1% of sales) as compared to $1,553,708 (93.2% of sales) for the same period last year. The primary reason for this decrease is our transition to our recurring revenue stream. Our gross profit was $112,722 as compared to $112,716 for same period last year, approximately the same with less revenue.
Operating Expenses:
A summary of significant operating expenses for the six months ended September
30, 2009 and the six months ended September 30, 2008 follows:
Six Months Six Months
Ended Ended
September 30, 2009 September 30, 2008 Variance
Selling, general and
administrative $ 3,024,631 87 % $ 3,178,414 87 % $ 153,783 4.8 %
Depreciation and
amortization 469,070 13 % 469,070 13 % - - %
Total $ 3,493,701 100 % $ 3,647,484 100 % $ 153,783 4.2 %
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Our selling, general and administrative expenses for the six month period ended September 30, 2009 was $3,024,631 as compared to $3,178,414 for the six months ended September 30, 2008. The primary reason for this decrease is a result of reduced operating and overhead costs incurred for the period.
Other:
A summary of significant other income (expenses) for the six months ended
September 30, 2009 and the six months ended September 30, 2008 follows:
Six Months Six Months
Ended Ended
September 30, 2009 September 30, 2008 Variance
Loss on change in
fair value of warrant
and reset derivative $ (1,912,030 ) 78 % $ - - % $ (1,912,030 ) (100 )%
Interest and other,
net (525,113 ) 12 % (887,510 ) 100 % 362,397 41 %
Total $ (2,437,143 ) 100 % $ (887,510 ) 100 % $ (1,549,633) (174.6 )%
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During the six months ended September 30, 2009, we issued convertible promissory notes and related warrants that contain certain reset provisions requiring us to fair value both the warrants and reset derivative each reporting period and mark to market as a non cash adjustment to our current period operations. This resulted in a charge to our current period operations of $1,912,030.
Our net interest and other decreased from $887,510 to $525,113 due to debt conversions and lower interest rates with any replacement notes.
Liquidity and Capital Resources
As of September 30, 2009, the Company had a working capital deficit of $2,319,879. The Company generated a deficit in cash flow from operating activities of $688,999 for the six month period September 30, 2009. This deficit is primarily attributable to the Company's net loss from operations of $5,818,122 and is partially offset by following: A charge for the value of options issued for services of $487,715, recognition of an imbedded beneficial conversion of convertible debentures of $146,607, change in fair value of warrant and derivative liabilities of $1,912,029, stock issued for services of $932,762, amortization of financing costs of $67,962, amortization and depreciation expense of $469,070, and changes in the balances of current assets and liabilities. Employee advances, unbilled revenue and other current assets decreased by $64,033, net. Accounts payable and accrued liabilities increased by $613,027 and deferred revenue decreased by $47,587, net.
The Company did not generate any cash flow from investing activities for the six months ended September 30, 2009.
The Company's generated a cash flow from financing activities for the six month period ended September 30, 2009 through proceeds from borrowing on convertible promissory notes of $1,015,970, net with related party advance repayments of $99,450.
While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing, which may take the form of debt, convertible debt or equity, in order to provide the necessary working capital. There can be no assurance that future financings will be available to us on acceptable terms. If financing is not available to us on acceptable terms, we may be unable to continue our operations.
We estimate that during the next twelve months we will need approximately $1,000,000 in additional capital to fully implement our business plan. Our business plan encompasses investing behind our business development strategy, our marketing campaigns and in building our business operations. As of the date of this filing, we have minimal operating capital to continue our business and marketing initiatives for the next twelve months. If we are not successful in generating sufficient cash flow from operations or in raising sufficient capital resources to finance our growth, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition, we will have to adjust our planned operations and development on a more limited scale and, ultimately, may cease to continue our business.
Critical Accounting Policies
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policy involves the most complex, difficult and subjective estimates and judgments.
Revenue Recognition
For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition ("ASC 605-10") which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments ("ASC 605-25"). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.
Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the payments are received before the service has been rendered. Beginning January 1, 2009, the company changed its marketing strategy such that the company no longer collects revenues in advance of rendering services. Instead, for all new customers, a monthly subscription fee is received for access to the online training and courses and website/data during a given month. As all the products and services are delivered during the month, the revenues are recognized in the month it is delivered. All revenues collected in prior periods from the legacy marketing strategy are deferred and recognized as per the existing revenue recognition policy. Additionally, any revenues from services such as coaching/counseling that are sold in advance of delivery will be deferred using the existing revenue recognition policy. Thus we have two distinct revenue models that were used during FY 2009 and revenue under either model will be recognized under its appropriate model. The company reserves the option to operate under either model as the business environment dictates.
We sell our products separately and in various bundles that contain multiple
deliverables that include website/data subscriptions, educational workshops,
online workshops and training, one-on-one coaching and counseling sessions,
along with other products and services. In accordance with 605-25, sales
arrangements with multiple deliverables are divided into separate units of
accounting if the deliverables in the arrangement meet the following criteria:
(i) the product has value to the customer on a standalone basis; (ii) there is
objective and reliable evidence of the fair value of undelivered items; and
(iii) delivery or performances of any undelivered item is probable and
substantially in our control. The fair value of each separate element is
generally determined by prices charged when sold separately. In certain
arrangements, we offer these products bundled together. If there is any
discount from the combined fair value of the individual elements, the discount
is allocated to the portion of the revenues that is attributed to the online
courses and training. As per 605-25, if fair value of all undelivered elements
in an arrangement exists, but fair value does not exist for a delivered element,
then revenue is recognized using the residual method. Under the residual method,
the fair value of undelivered elements is deferred and the remaining portion of
the arrangement fee (after allocation of 100 percent of any discount to the
delivered item) is recognized as revenue. The deferral policy for each of the
different types of revenues is summarized as follows:
Product Recognition Policy
Live Workshops and Workshop Deferred and recognized as
Certificates the workshop is provided or
certificate expires
Online training and courses Deferred and recognized a.)
as the services are
delivered, or b.) when usage
thresholds are met, or c.) on
a straight-line basis over
the initial product period
Coaching/Counseling services Deferred and recognized as
services are delivered, or on
a straight-line basis over
the term of the service
contract
Website/data fees (monthly) Not Deferred, recognized in
the month delivered
Website/data fees (pre-paid Deferred and recognized on a
subscriptions) straight-line basis over the
subscription period
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