U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 2004
Commission file number 000-27305
TELKONET, INC.
(Name of Small Business Issuer in Its Charter)
Utah 87-0627421
(State of Incorporation) (IRS Employer Identification No.)
20374 Seneca Meadows Parkway, Germantown, MD 20876
(Address of Principal Executive Offices)
(240) 912-1800
Issuer's Telephone Number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 44,727,394 shares of Common Stock
($.001 par value) as of August 10, 2004.
Transitional small business disclosure format: Yes [ ] No [x]
1
TELKONET, INC.
QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTERLY PERIOD ENDING JUNE 30, 2004
Table of Contents
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets:
June 30, 2004 and December 31, 2003 3
Condensed Consolidated Statements of Losses:
Three and Six Months Ended June 30, 2004 and 2003 4
Condensed Consolidated Statement of Stockholders'
Equity January 1, 2004 through June 30, 2004 5
Condensed Consolidated Statements of Cash Flows:
Six Months Ended June 30, 2004 and 2003 6 - 7
Notes to Unaudited Condensed Consolidated Financial
Information: June 30, 2004 8 - 17
Item 2. Management's Discussion and Analysis 18 - 23
Item 3. Controls and Procedures 24
PART II. OTHER INFORMATION 24
Item 1. Legal Proceedings 24
Item 2. Changes in Securities 24
Item 3. Defaults Upon Senior Securities 24
Item 4. Submission of Matters to a Vote of Security Holders 24
Item 5. Other Information 24
Item 6. Exhibits and Reports on Form 8-K 25 - 26
2
Item 1. Financial Statements (Unaudited)
TELKONET, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, 2004 December 31, 2003
------------- -----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 18,276,979 $ 5,177,918
Accounts Receivable: trade and other, net of allowance for doubtful
accounts of $20,300 and $7,000 at June 30, 2004 and December 31, 2003,
respectively 132,677 58,196
Inventory, net (Note F) 979,014 608,516
Prepaid expenses and deposits 100,488 107,991
------------- -------------
Total current assets 19,489,158 5,952,621
PROPERTY AND EQUIPMENT, AT COST:
Furniture and equipment, at cost 586,720 191,248
Less: accumulated depreciation 90,591 67,687
------------- -------------
Total property and equipment, net 496,129 123,561
EQUIPMENT UNDER OPERATING LEASES, AT COST:
Capitalized equipment, at cost 226,803 33,888
Less: accumulated depreciation 23,363 3,485
------------- -------------
Total equipment under operating leases, net 203,440 30,403
OTHER ASSETS:
Deposits 75,880 70,000
------------- -------------
TOTAL ASSETS $ 20,264,607 $ 6,176,585
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,129,839 $ 629,852
Customer deposits 15,871 11,199
Capital leases 3,166 15,000
------------- -------------
Total current liabilities 1,148,876 656,051
LONG TERM LIABILITIES:
Convertible debentures, net of discounts - including related parties
(Note B) 121,890 143,205
Senior notes payable (Note C) 450,000 2,989,000
Deferred lease liability 10,303 --
------------- -------------
Total long term liabilities 582,193 3,132,205
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Preferred stock, par value $.001 per share; 15,000,000 shares
authorized; none issued at June 30, 2004 and December 31, 2003 (Note E) -- --
Common stock, par value $.001 per share; 100,000,000 shares authorized;
44,707,726 and 30,689,522 shares issued and outstanding at June 30, 2004
and December 31, 2003, respectively (Note E) 44,708 30,690
Additional paid-in-capital 39,624,607 16,474,251
Accumulated deficit (21,135,777) (14,116,612)
------------- -------------
Stockholders' equity 18,533,538 2,388,329
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 20,264,607 $ 6,176,585
============= =============
See accompanying footnotes to the unaudited condensed
consolidated financial information
3
TELKONET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
(UNAUDITED)
For The Three Months Ended June 30, For The Six Months Ended June 30,
2004 2003 2004 2003
---- ---- ---- ----
Net Revenues $ 271,903 $ -- $ 412,002 $ --
Cost of Sales 259,129 -- 393,533 --
------------- ------------- ------------- -------------
Gross Profit 12,774 -- 18,469 --
Costs and Expenses:
Research and Development 413,489 282,821 846,204 597,550
Selling, General and Administrative 1,808,796 1,173,675 3,162,987 1,693,796
Consulting Fees (Note E) 2,500,000 -- 2,500,000 --
Non-Employee Stock Options and Warrants
(Note D) 251,549 67,884 465,090 286,904
Depreciation and Amortization 32,710 48,589 47,700 82,133
------------- ------------- ------------- -------------
Total Operating Expense 5,006,544 1,572,969 7,021,981 2,660,383
Loss from Operations (4,993,770) (1,572,969) (7,003,512) (2,660,383)
Other Income (Expenses):
Interest Income 33,182 -- 52,062 --
Interest Expense (21,615) (446,003) (67,715) (799,332)
------------- ------------- ------------- -------------
Total Other Income (Expenses) 11,567 (446,003) (15,653) (799,332)
Loss Before Provision for Income Taxes (4,982,203) (2,018,972) (7,019,165) (3,459,715)
Provision for Income Tax -- -- -- --
------------- ------------- ------------- -------------
Net Loss $ (4,982,203) $ (2,018,972) $ (7,019,165) $ (3,459,715)
============= ============= ============= =============
Loss per common share (basic and
assuming dilution) $ (0.11) $ (0.13) $ (0.18) $ (0.22)
============= ============= ============= =============
Weighted average common shares
outstanding 43,465,142 15,827,613 39,042,528 15,774,666
See accompanying footnotes to the unaudited condensed
consolidated financial information
4
TELKONET, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 1, 2004 TO JUNE 30, 2004
(UNAUDITED)
Preferred Common Additional
Preferred Stock Common Stock Paid in Accumulated
Shares Amount Shares Amount Capital Deficit Total
--------- --------- ---------- -------- ------------- -------------- -------------
BALANCE AT JANUARY 1, 2004 -- -- 30,689,522 $ 30,690 $ 16,474,251 $(14,116,612) $ 2,388,329
Shares issued for employee stock options exercised
at approximately $1.02 per share -- -- 356,333 356 364,477 -- 364,833
Shares issued in exchange for non-employee options
exercised at $1.00 per share -- -- 255,416 255 255,161 -- 255,416
Shares issued to consultants in exchange for
services rendered at approximately $3.06 per share -- -- 40,000 40 122,998 -- 123,038
Shares issued for senior note conversion at $2.10
per share (Note C) -- -- 1,209,038 1,209 2,537,791 -- 2,539,000
Shares issued in connection with private placement
at $2.00 per share, net of costs -- -- 6,387,600 6,388 12,720,455 -- 12,726,843
Shares issued to consultants for warrants exercised
at $2.54 per share -- -- 37,500 38 95,212 -- 95,250
Shares issued to noteholders for warrants exercised
at $1.00 per share -- -- 3,978,450 3,979 3,974,471 -- 3,978,450
Shares issued to noteholders for cashless warrants
exercised -- -- 203,751 203 (203) -- --
Shares issued for cashless exercise of underwriter
warrants -- -- 165,116 165 (165) -- --
Shares issued in exchange for convertible debentures
at $0.50 per share (Note B) -- -- 124,000 124 61,876 -- 62,000
Shares issued in exchange for convertible debentures
at $0.55 per share (Note B) -- -- 200,001 200 109,800 -- 110,000
Shares issued in exchange for accrued interest on
convertible debentures (Note B) -- -- 42,999 43 23,233 -- 23,276
Shares issued to employees in exchange for services
at approximately $2.97 per share -- -- 18,000 18 55,825 -- 55,843
Write-off of beneficial conversion features and
warrants attached to convertible debentures in
connection with conversion of Debenture-1 and
Series B debentures (Note B) -- -- -- -- (134,665) -- (134,665)
Stock options and warrants granted to consultants
in exchange for services rendered (Note D) -- -- -- -- 465,090 -- 465,090
Shares issued to consultants in exchange for
consulting fees at $2.50 per share -- -- 1,000,000 1,000 2,499,000 -- 2,500,000
Net Loss -- -- -- -- -- (7,019,165) (7,019,165)
----- ------- ------------ -------- ------------ ------------- ------------
BALANCE AT JUNE 30, 2004 -- $ -- 44,707,726 $ 44,708 $ 39,624,607 $(21,135,777) $18,533,538
===== ======= ============ ======== ============ ============= ============
See accompanying footnotes to the unaudited condensed
consolidated financial information
5
TELKONET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Six Months Ended June 30,
---------------------------------
2004 2003
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from operating activities $ (7,019,165) $ (3,459,715)
Adjustments to reconcile net loss from operations to cash used in
operating activities
Amortization of debt discount - beneficial conversion feature of
convertible debentures 10,944 538,425
Amortization of debt discount - value of warrants attached to
convertible debentures 5,076 72,614
Stock options and warrants issued in exchange for services rendered
(Note D) 465,090 286,904
Common stock issued in exchange for services rendered (Note E) 178,881 76,745
Common stock issued in exchange for conversion of interest (Note B) 23,276 --
Common stock issued in exchange for consulting fees 2,500,000 --
Depreciation and amortization 47,699 82,133
(Increase) decrease in:
Accounts receivable (74,481) 1,550
Inventory (370,498) (409,696)
Prepaid expenses and deposits 6,295 (71,160)
Accounts payable and accrued expenses, net 499,987 462,173
Deferred lease liability 10,303 --
------------- -------------
NET CASH (USED IN) OPERATING ACTIVITIES (3,716,593) (2,420,027)
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs of equipment under operating leases (192,915) --
Purchase of property and equipment, net (400,389) (28,957)
------------- -------------
NET CASH (USED IN) INVESTING ACTIVITIES (593,304) (28,957)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of costs (Note E) 12,726,843 --
Proceeds from (repayments of) stockholder advances -- (122,830)
Proceeds from issuance of convertible debentures, net of costs (Note B) -- 2,027,100
Proceeds from issuance of senior notes, net of costs (Note C) -- 5,000,000
Repayment of loans -- (60,000)
Proceeds from exercise of warrants attached to notes payable (Note E) 4,073,700 --
Proceeds from exercise of employee and non-employee stock options and
warrants 620,249 166,666
Payment of capital leases (11,834) --
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 17,408,958 7,010,936
NET INCREASE IN CASH AND EQUIVALENTS 13,099,061 4,561,952
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 5,177,918 18,827
------------- -------------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 18,276,979 $ 4,580,779
============= =============
See accompanying footnotes to the unaudited condensed
consolidated financial information
6
TELKONET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Six Months Ended June 30,
2004 2003
---- ----
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest $ 91,534 $ 10,423
Income taxes paid -- --
Non-cash transactions:
Issuance of stock options and warrants in exchange for services
rendered (Note D) 465,090 286,904
Issuance of stock warrants in exchange for financing costs (Note D) -- 87,217
Common stock issued for services rendered 178,881 76,745
Common stock issued in exchange for interest (Note B and E) 23,276 --
Common stock issued in exchange for consulting services (Note E) 2,500,000 --
Common stock issued in exchange for conversion of Senior Notes
(Note C) 2,539,000 --
Common stock issued in exchange for convertible debentures (Note B) 172,000 20,000
Notes payable issued in connection with capital lease -- 59,291
Write-off of beneficial conversion feature of conversion of
debenture (Note B) 134,134 --
Write-off of value of warrants attached to debenture in connection
with conversion (Note B) 531 --
Beneficial conversion feature on convertible debentures (Note B) -- 1,761,675
Value of warrants attached to convertible debentures (Note B) -- 265,425
See accompanying footnotes to the unaudited condensed
consolidated financial information
7
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
---------------------------------------
General
-------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the instructions
to Form 10-QSB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the six-month period ended June 30,
2004, are not necessarily indicative of the results that may be expected for the
year ended December 31, 2004. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated December 31, 2003
financial statements and footnotes thereto included in the Company's Form 10-KSB
for the year ended December 31, 2003.
Basis of Presentation
---------------------
Telkonet, Inc. (the "Company"), formerly Comstock Coal Company, Inc., was formed
on November 3, 1999 under the laws of the state of Utah. The Company was a
"development stage enterprise" (as defined in statement of Financial Accounting
Standards No. 7) until December 31, 2003. The Company is engaged in the business
of developing, producing and marketing proprietary equipment enabling the
transmission of voice and data over electric utility lines.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Telkonet Communications, Inc. Significant
intercompany transactions have been eliminated in consolidation.
Reclassification
----------------
Certain reclassifications have been made to conform prior periods' data to the
current presentation. These reclassifications had no effect on reported losses.
Concentrations of Credit Risk
-----------------------------
Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash and cash
equivalents. The Company places its cash and temporary cash investments with
credit quality institutions. At times, such investments may be in excess of the
FDIC insurance limit. The allowance for doubtful accounts was $20,300 and $7,000
at June 30, 2004 and December 31, 2003, respectively.
Stock Based Compensation
------------------------
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2003 and has
adopted the interim disclosure provisions for its financial reports for the
subsequent periods.
8
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
---------------------------------------
Stock Based Compensation (Continued)
------------------------------------
Had compensation costs for the Company's stock options been determined based on
the fair value at the grant dates for the awards, the Company's net loss and
losses per share would have been as follows (transactions involving stock
options issued to employees and Black-Scholes model assumptions are presented in
Note D):
For the three months ended For the six months ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Net loss - as reported $ (4,982,203) $ (2,018,972) $ (7,019,165) $ (3,459,715)
Add: Total stock based employee compensation expense
as reported under intrinsic value method
(APB. No. 25) -- -- -- --
Deduct: Total stock based employee compensation
expense as reported under fair value based method
(SFAS No. 123) (1,672,345) (1,129,199) (3,138,935) (1,291,134)
------------- ------------- ------------- -------------
Net loss - Pro Forma $ (6,654,548) $ (3,148,171) $(10,158,100) $ (4,750,849)
Net loss attributable to common stockholders - Pro
forma $ (6,654,548) $ (3,148,171) $(10,158,100) $ (4,750,849)
Basic (and assuming dilution) loss per share - as
reported $ (0.11) $ (0.13) $ (0.18) $ (0.22)
Basic (and assuming dilution) loss per share - Pro
forma $ (0.15) $ (0.20) $ (0.26) $ (0.30)
Revenue Recognition
-------------------
For revenue from product sales, the Company recognizes revenue in accordance
with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
superceded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS ("SAB101").
SAB 101 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred; (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.
SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 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 EITF 00-21 on
the Company's consolidated financial position and results of operations was not
significant.
For equipment under lease, revenue is recognized over the lease term for
operating lease and rental contracts. All of the Company's leases are accounted
for as operating leases. At the inception of the lease, no lease revenue is
recognized and the leased equipment, together with the initial direct costs of
installation and support are capitalized, appear on the balance sheet as
"Equipment Under Operating Leases". The capitalized cost of this equipment is
depreciated from two to three years, on a straight-line, basis down to the
Company's original estimate of the projected value of the equipment at the end
of the scheduled lease term (the "Residual"). Monthly lease payments are
recognized as rental income.
9
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE B - CONVERTIBLE PROMISSORY NOTES PAYABLE
A summary of convertible promissory notes payable at June 30, 2004 and December
31, 2003 is as follows:
June 30, 2004 December 31, 2003
------------- -----------------
Convertible notes payable ("Debenture-1"),
in quarterly installments of interest only
at 8% per annum, unsecured and due three
years from the date of the note with the
latest maturity May 2005; Noteholder has the
option to convert unpaid note principal
together with accrued and unpaid interest to
the Company's common stock at a rate of $.50
per share six months after issuance $ -- $ 62,000
Debt Discount - beneficial conversion feature, net
of accumulated amortization of $0 and $41,411 at
June 30, 2004 and December 31, 2003, respectively -- (24,718)
Debt Discount - value attributable to warrants
attached to notes, net of accumulated amortization
of $0 and $3,605 at June 30, 2004 and December 31,
2003, respectively -- (2,116)
---------- ----------
-- 35,166
Convertible notes payable ("Series B
Debenture"), in quarterly installments of
interest only at 8% per annum, unsecured and
due three years from the date of the note
with the latest maturity February 2006;
Noteholder has the option to convert unpaid
note principal together with accrued and
unpaid interest to the Company's common
stock at a rate of $.55 per share six months
after issuance 210,000 320,000
Debt Discount - beneficial conversion
feature, net of accumulated amortization of
$38,304 and $75,426 at June 30, 2004 and
December 31, 2003, respectively (60,188) (180,546)
Debt Discount - value attributable to warrants
attached to notes, net of accumulated amortization
of $17,766 and $13,194 at June 30, 2004 and
December 31, 2003, respectively (27,922) (31,415)
---------- ----------
121,890 108,039
---------- ----------
Total $ 121,890 $ 143,205
---------- ----------
Less: current portion -- --
---------- ----------
$ 121,890 $ 143,205
========== ==========
10
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE B - CONVERTIBLE PROMISSORY NOTES PAYABLE (CONTINUED)
Convertible Debentures
----------------------
During the year ended December 31, 2001, the Company issued convertible
promissory notes (the "Debenture-1") to Company officers, shareholders, and
sophisticated investors in exchange for $940,000, exclusive of placement costs
and fees. The Debenture-1 accrues interest at 8% per annum and is due and
payable three years from the date of the note with the latest maturity date of
November 2004. The noteholders have the option to convert any unpaid note
principal together with accrued and unpaid interest to the Company's common
stock at a rate of $.50 per share beginning six months after issuance. In
accordance with EMERGING ISSUES TASK FORCE ISSUE 98-5, ACCOUNTING FOR
CONVERTIBLE SECURITIES WITH A BENEFICIAL CONVERSION FEATURES OR CONTINGENTLY
ADJUSTABLE CONVERSION RATIOS ("EITF 98-5"), the Company recognized an imbedded
beneficial conversion feature present in the Debenture-1 note. The Company
allocated a portion of the proceeds equal to the intrinsic value of that feature
to additional paid in capital. The Company recognized and measured an aggregate
of $837,874 of the proceeds, which is equal to the intrinsic value of the
imbedded beneficial conversion feature, to additional paid in capital and a
discount against the Debenture-1. The debt discount attributed to the beneficial
conversion feature is amortized over the Debenture-1's maturity period (three
years) as interest expense.
In connection with the placement of the Debenture-1 notes, the Company issued
non-detachable warrants granting the holders the right to acquire, in the
aggregate, 940,000 shares of the Company's common stock at $1.00 per share. In
accordance with EMERGING ISSUES TASK FORCE ISSUE 00-27, APPLICATION OF ISSUE NO.
98-5 TO CERTAIN CONVERTIBLE INSTRUMENTS ("EITF 00-27"), the Company recognized
the value attributable to the warrants in the amount of $77,254 to additional
paid-in capital and a discount against the Debenture-1. The Company valued the
warrants in accordance with EITF 00-27 using the Black-Scholes pricing model and
the following assumptions: contractual terms of 3 years, an average risk free
interest rate of 1.25%, a dividend yield of 0%, and volatility of 26%. The debt
discount attributed to the value of the warrants issued is amortized over the
Debenture-1's maturity period (three years) as interest expense.
During the year ended December 31, 2002, the Company issued the Debenture-1 to
Company officers, shareholders, and sophisticated investors in exchange for
$749,100, exclusive of placement costs and fees. The Debenture-1 accrues
interest at 8% per annum and is due and payable three years from the date of the
note with the latest maturity date of May 2005. Noteholders have the option to
convert any unpaid note principal together with accrued and unpaid interest to
the Company's common stock at a rate of $.50 per share beginning six months
after issuance.
In accordance with EITF 98-5, the Company recognized an imbedded beneficial
conversion feature present in the Debenture-1 note. The Company allocated a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid in capital. The Company recognized and measured an aggregate of
$693,018 of the proceeds, which is equal to the intrinsic value of the imbedded
beneficial conversion feature, to additional paid-in capital and a discount
against the Debenture-1. The debt discount attributed to the beneficial
conversion feature is amortized over the Debenture-1's maturity period (three
years) as interest expense.
In connection with the placement of the Debenture-1 notes in 2002, the Company
issued non-detachable warrants granting the holders the right to acquire, in the
aggregate, 749,100 shares of the Company's common stock at $1.00 per share. In
accordance with EITF 00-27, the Company recognized the value attributable to the
warrants in the amount of $56,082 to additional paid in capital and a discount
against the Debenture-1. The Company valued the warrants in accordance with EITF
00-27 using the Black-Scholes pricing model and the following assumptions:
contractual terms of 3 years, an average risk free interest rate of 1.67%, a
dividend yield of 0%, and volatility of 26%. The debt discount attributed to the
value of the warrants issued is amortized over the Debenture-1's maturity period
(three years) as interest expense.
11
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE B - CONVERTIBLE PROMISSORY NOTES PAYABLE (CONTINUED)
Series B Debentures
-------------------
In 2002, the Company issued convertible promissory notes (the "Series B
Debentures") to Company officers, shareholders, and sophisticated investors in
exchange for $472,900, exclusive of placement costs and fees. The Series B
Debentures accrue interest at 8% per annum and are due and payable three years
from the date of the note with the latest maturity date of December 2005.
Noteholders have the option to convert any unpaid note principal, together with
accrued and unpaid interest, to the Company's common stock at a rate of $.55 per
share beginning six months after issuance.
In accordance with EITF 98-5, the Company recognized an imbedded beneficial
conversion feature present in the Series B Debenture note. The Company allocated
a portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$147,859 of the proceeds, which is equal to the intrinsic value of the imbedded
beneficial conversion feature, to additional paid in capital and a discount
against the Series B Debentures. The debt discount attributed to the beneficial
conversion feature is amortized over the Series B Debentures maturity period
(three years) as interest expense.
In connection with the placement of the Series B Debentures in 2002, the Company
issued non-detachable warrants granting the holders the right to acquire, in the
aggregate, 472,900 shares of the Company's common stock at $1.00 per share. In
accordance with EITF 00-27 the Company recognized the value attributable to the
warrants in the amount of $68,595 to additional paid in capital and a discount
against the Series B Debentures. The Company valued the warrants in accordance
with EITF 00-27 using the Black-Scholes pricing model and the following
assumptions: contractual terms of 3 years, an average risk free interest rate of
1.67%, a dividend yield of 0%, and volatility of 26%. The debt discount
attributed to the value of the warrants issued is amortized over the Series B
Debentures maturity period (three years) as interest expense.
In 2003, the Company issued convertible Series B Debentures to Company officers,
shareholders, and sophisticated investors in exchange for $2,027,100, exclusive
of placement costs and fees. The Series B Debentures accrue interest at 8% per
annum and are payable and due three years from the date of the note with the
latest maturity date of February 2006. Noteholders have the option to convert
any unpaid note principal together with accrued and unpaid interest to the
Company's common stock at a rate of $.55 per share beginning six months after
issuance.
In accordance with EITF 98-5, the Company recognized an imbedded beneficial
conversion feature present in the Series B Debenture note. The Company allocated
a portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$1,761,675 of the proceeds, which is equal to the intrinsic value of the
imbedded beneficial conversion feature, to additional paid in capital and a
discount against the Series B Debentures. The debt discount attributed to the
beneficial conversion feature is amortized over the Series B Debentures maturity
period (three years) as interest expense.
In connection with the placement of the Series B Debenture notes in 2003, the
Company issued non-detachable warrants granting the holders the right to
acquire, in the aggregate, 2,027,100 shares of the Company's common stock at
$1.00 per share. In accordance with EITF 00-27, the Company recognized the value
attributable to the warrants in the amount of $265,425 to additional paid in
capital and a discount against the Series B Debentures. The Company valued the
warrants in accordance with EITF 00-27 using the Black-Scholes pricing model and
the following assumptions: contractual terms of 3 years, an average risk free
interest rate of 1.25%, a dividend yield of 0%, and volatility of 26%. The debt
discount attributed to the value of the warrants issued is amortized over the
Series B Debentures maturity period (three years) as interest expense.
12
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE B - CONVERTIBLE PROMISSORY NOTES PAYABLE (CONTINUED)
The Company amortized the Debenture 1 and the Series B Debenture debt discount
attributed to the beneficial conversion feature and the value of the attached
warrants and recorded non-cash interest expense of $16,020 and $611,039 for the
six months ended June 30, 2004 and 2003, respectively.
During the year ended December 31, 2003, the Debenture-1 noteholders demanded
registration of that number of common shares of the Company sufficient to cover
the conversion of their debentures and exercise of the attached warrants.
Accordingly, the Company notified the Series B Debenture noteholders, Senior
noteholders (Note C) and warrant holders with piggy-back registration rights of
their right to participate in the registration. During the year ended December
31, 2003, the Company issued an aggregate of 7,217,836 shares of common stock in
connection with the conversion of $1,627,100 aggregate principal amount of the
Debenture-1 and $2,180,000 aggregate principal amount of the Series B
Debentures. The Company also issued an aggregate of 525,403 shares of common
stock in exchange for accrued interest of $195,148 and $85,586 for Debenture 1
and Series B Debentures, respectively. During the six months ended June 30,
2004, the Company issued an aggregate of 324,001 shares of common stock in
connection with the conversion of $62,000 aggregate principal amount of the
Debenture-1 and $110,000 aggregate principal amount of the Series B Debentures.
The Company also issued an aggregate of 42,999 shares of common stock in
exchange for accrued interest of $23,276 for Debenture 1 and Series B Debentures
(see Note E).
In connection with the conversion of Debenture-1 and Series B Debentures, the
Company wrote off the unamortized debt discount attributed to the beneficial
conversion feature and the value of the attached warrants in the amount of
$2,046,479 and $296,470, respectively, as of December 31, 2003, and an
additional $134,134 and $531, respectively, during the six months ended June 30,
2004.
NOTE C - SENIOR NOTES PAYABLE
In the second quarter of 2003, the Company issued Senior Notes to Company
officers, shareholders, and sophisticated investors in exchange for $5,000,000,
exclusive of placement costs and fees. The Senior Notes are denominated in units
of $100,000, accrue interest at 8% per annum and are due three years from the
date of issuance with the latest maturity date of June 2006. Attached to each
Senior Note are warrants to purchase 125,000 shares of common stock. The
warrants have a three-year contractual life and are exercisable immediately
after the issuance of the Senior Note at an exercise price of $1.00 per share.
The Senior Notes are secured by a first priority security interest in all
intellectual property assets of the Company. The Company plans to use the
proceeds from the Senior Notes for expansion of sales, marketing and strategic
partnership programs, building required infrastructure and for working capital.
In September 2003, certain Senior noteholders elected to surrender their Senior
Note as consideration for the exercise of warrants to purchase shares of common
stock of the Company. The Company issued an aggregate of 2,011,000 restricted
shares of common stock for warrants exercised at $1.00 per share, in exchange
for $2,011,000 of Senior Notes. The aggregate value of the Senior Notes
outstanding as of December 31, 2003, including accrued but unpaid interest, was
$2,989,000.
In January 2004, certain note holders elected to convert $2,539,000 of their
senior notes into Company restricted shares of common stock at a conversion
price of $2.10 per share. The remaining outstanding senior notes as of June 30,
2004 after the conversion is $450,000.
NOTE D - STOCK OPTIONS AND WARRANTS
Employee Stock Options
----------------------
The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to employees
of the Company under a non-qualified employee stock option plan.
13
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE D - STOCK OPTIONS AND WARRANTS (CONTINUED)
Employee Stock Options (Continued)
Options Outstanding Options Exercisable
------------------- -------------------
Weighted Average Weighted Weighted
Number Remaining Contractual Average Number Average
Exercise Prices Outstanding Life (Years) Exercise Price Exercisable Exercise Price
--------------- ----------- ------------ -------------- ----------- --------------
$1.00 6,301,000 8.09 $ 1.00 3,574,685 $1.00
$1.01 - $1.99 900,000 9.24 $ 2.00 5,000 $2.00
$2.00 - $2.99 977,000 9.38 $ 2.46 381,416 $2.48
$3.00 - $3.99 492,000 9.69 $ 3.44 16,750 $3.49
--------- ---- ------ --------- -----
8,670,000 8.87 $ 1.41 3,977,851 $1.14
========= ==== ====== ========= =====
Transactions involving stock options issued to employees are summarized as
follows:
Weighted Average
Number of Shares Price Per Share
---------------- ---------------
Outstanding at January 1, 2002 1,055,000 $ 1.00
Granted 3,335,000 1.00
Exercised (1,000,000) 1.00
Canceled or expired (1,440,000) 1.00
----------- --------
Outstanding at December 31, 2002 (as restated) 1,950,000 1.00
=========== =========
Granted 7,202,333 1.22
Exercised (109,333) 1.01
Canceled or expired (750,000) 1.00
----------- --------
Outstanding at December 31, 2003 8,293,000 $ 1.19
=========== =========
Granted 945,000 2.96
Exercised (356,333) 1.02
Canceled or expired (211,667) 1.60
----------- --------
Outstanding at June 30, 2004 8,670,000 $ 1.41
=========== =========
The weighted-average fair value of stock options granted to employees during the
period ended June 30, 2004 and 2003 and the weighted-average significant
assumptions used to determine those fair values, using a Black-Scholes option
pricing model are as follows:
2004 2003
---- ----
Significant assumptions (weighted-average):
Risk-free interest rate at grant date 1.01% 1.25%
Expected stock price volatility 35% 26%
Expected dividend payout -- --
Expected option life-years (a) 10 10
(a)The expected option life is based on contractual expiration dates.
If the Company recognized compensation cost for the non-qualified employee stock
option plan in accordance with SFAS No. 123, the Company's pro forma net loss
and net loss per share would have been $(10,158,100) and $(0.26) for the six
months ended June 30, 2004 and $(4,750,849) and $(0.30) for the six months ended
June 30, 2003, respectively.
14
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE D - STOCK OPTIONS AND WARRANTS (CONTINUED)
Non-Employee Stock Options
--------------------------
The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to the
Company consultants. These options were granted in lieu of cash compensation for
services performed.
Options Outstanding Options Exercisable
------------------- -------------------
Weighted Average Weighed Weighted
Number Remaining Contractual Average Number Average
Exercise Prices Outstanding Life (Years) Exercise Price Exercisable Exercise Price
--------------- ----------- ------------ -------------- ----------- --------------
$ 1.00 3,012,084 8.43 $ 1.00 2,507,917 $ 1.00
Transactions involving options issued to non-employees are summarized as
follows:
Weighted Average
Number of Shares Price Per Share
---------------- ---------------
Outstanding at January 1, 2002 246,502 $ 0.70
Granted 2,455,000 1.00
Exercised (1,146,502) 0.96
Canceled or expired -- --
----------- --------
Outstanding at December 31, 2002 1,555,000 1.00
=========== ========
Granted 1,900,000 1.00
Exercised (187,500) 0.96
Canceled or expired -- --
----------- --------
Outstanding at December 31, 2003 3,267,500 $ 1.00
=========== ========
Granted -- --
Exercised (255,416) 1.00
Canceled or expired -- --
----------- --------
Outstanding at June 30, 2004 3,012,084 $ 1.00
=========== ========
The estimated value of the non-employee stock options vested during the period
ended June 30, 2004 was determined using the Black-Scholes option pricing model
and the following assumptions: contractual term of 10 years, a risk free
interest rate of 1.01%, a dividend yield of 0% and volatility of 35%. The amount
of the expense charged to operations in connection with granting the options was
$452,707 and $286,904 during the period ended June 30, 2004 and 2003,
respectively.
Warrants
--------
The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company. These warrants were granted in lieu of cash
compensation for services performed or financing expenses and in connection with
placement of convertible debentures.
15
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE D - STOCK OPTIONS AND WARRANTS (CONTINUED)
Warrants (Continued)
--------------------
Warrants Outstanding Warrants Exercisable
-------------------- --------------------
Weighted Average Weighed Weighted
Number Remaining Contractual Average Number Average
Exercise Prices Outstanding Life (Years) Exercise Price Exercisable Exercise Price
--------------- ----------- ------------ -------------- ----------- --------------
$ 1.00 655,900 1.34 $ 1.00 655,900 $ 1.00
$ 2.54 12,500 1.92 $ 2.54 12,500 $ 2.54
$ 2.97 35,000 1.92 $ 2.97 35,000 $ 2.97
----------- ---- --------- ------- ---------
703,400 1.38 $ 1.13 703,400 $ 1.13
----------- ==== ========= ------- =========
Transactions involving warrants are summarized as follows:
Weighted Average
Number of Shares Price Per Share
---------------- ---------------
Outstanding at January 1, 2002 3,528,665 $ 0.67
Granted 1,667,460 0.87
Exercised (1,650,675) 0.51
Canceled or expired (13,990) 1.00
----------- --------
Outstanding at December 31, 2002 3,531,460 $ 0.84
=========== ========
Granted 8,591,800 1.01
Exercised (6,963,770) 0.92
Canceled or expired -- --
----------- --------
Outstanding at December 31, 2003 5,159,490 1.01
=========== ========
Granted -- --
Exercised (4,456,090) 1.02
Canceled or expired -- --
----------- --------
Outstanding at June 30, 2004 703,400 $ 1.13
=========== ========
The Company did not grant any compensatory warrants to non-employees during the
period ended June 30, 2004. The estimated value of previously granted warrants
vested during the period ended June 30, 2004 was determined using the
Black-Scholes option pricing model and the following assumptions: contractual
term of 10 years, a risk free interest rate of 1.01%, a dividend yield of 0% and
volatility of 35%. Compensation expense of $12,383 was charged to operations for
the period ended June 30, 2004. The Company capitalized financing costs of
$87,217 for compensatory warrants granted in connection with placement of
convertible debentures during the period ended June 30, 2003. The financing cost
was amortized over the life of the convertible debentures and all unamortized
financing cost was expensed upon the conversion of the convertible debentures
during the year ended December 31, 2003.
NOTE E - CAPITAL STOCK
The Company has authorized 15,000,000 shares of preferred stock, par value $.001
per share. As of June 30, 2004 and December 31, 2003, the Company has no
preferred stock issued and outstanding. The Company has authorized 100,000,000
shares of common stock, par value $.001 per share. As of June 30, 2004 and
December 31, 2003, the Company had 44,707,726 and 30,689,522 shares of common
stock issued and outstanding, respectively.
During the period ended June 30, 2004, the Company issued 356,333 shares of
common stock for an aggregate purchase price of $364,833 to certain employees
upon exercise of employee stock options at approximately $1.02 per share.
Additionally, the Company issued 255,416 shares of common stock for an aggregate
purchase price of $255,416 to consultants upon exercise of non-employee stock
options at approximately $1.00 per share.
16
TELKONET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2004
(UNAUDITED)
NOTE E - CAPITAL STOCK
During the period ended June 30, 2004, the Company issued an aggregate of 40,000
shares of common stock, having an aggregate fair market value of $123,038, to
consultants in exchange for services rendered, which approximated the fair value
of the shares issued during the period services were completed and rendered.
The Company issued an aggregate of 1,209,038 of restricted shares of common
stock upon the election of certain senior note holders (see Note C) to convert
their senior notes into equity at a conversion price of $2.10 per share.
The Company issued 6,387,600 shares of its common stock for an aggregate
purchase price of $12,726,843, net of costs and fees.
The Company issued an aggregate of 3,978,450 shares of common stock upon the
exercise of warrants at approximately $1.00 per share and an aggregate of
203,751 shares of common stock in exchange for 253,203 outstanding warrants.
The Company issued an aggregate of 165,116 shares of common stock in exchange
for 195,204 outstanding warrants. Additionally, the Company issued an aggregate
of 37,500 shares of common stock to consultants pursuant to warrants exercised
at $2.54 per share.
The Company issued an aggregate of 324,001 shares of common stock in connection
with the conversion of $62,000 aggregate principal amount of the Debenture-1 and
$110,000 aggregate principal amount of the Series B Debentures. The Company also
issued an aggregate of 42,999 shares of common stock in exchange for accrued
interest of $23,276 for Debenture 1 and Series B Debentures (Note B).
The Company issued an aggregate of 18,000 shares of common stock to employees in
exchange for $55,843 of services rendered, which approximated the fair value of
the shares issued during the period services were completed and rendered.
Compensation costs of $55,843 were charged to operations.
In March 2004, the Company entered into consulting agreements (the "Agreements")
with Aware Capital Consultants, Inc. and Scarborough, Ltd. ("Consultants").
Pursuant to the Agreements, the Company issued an aggregate of 1,000,000 shares
of its restricted common stock to Consultants in exchange for professional
services rendered and to be rendered. In accordance with EMERGING ISSUES TASK
FORCE ISSUE 96-18, ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER
THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING, GOODS OR SERVICES
("EITF 96-18"), the measurement date to determine fair value was the date at
which a commitment for performance by the counter party to earn the equity
instrument was reached. The Company valued the shares issued for consulting
services at the rate which represents the fair value of the services received
which did not differ materially from the value of the stock issued. Compensation
cost of $2,500,000 was charged to operations during the period ended June 30,
2004.
Share amounts presented in the consolidated balance sheets and consolidated
statements of stockholders' equity reflect the actual share amounts outstanding
for each period presented.
NOTE F - INVENTORIES
Inventories are stated at the lower of cost or market determined by the
first-in, first-out (FIFO) method. Inventories primarily consist of Gateways,
iBridges and Couplers, which are the significant components of the Telkonet
solution. Components of inventories as of June 30, 2004 and December 31, 2003
are as follows:
June 30, 2004 December 31, 2003
------------- -----------------
Raw Materials $388,295 $374,794
Finished Goods 590,719 233,722
-------- --------
$979,014 $608,516
======== ========
17
Item 2. Management's Discussion and Analysis
The following should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto, included elsewhere within this Report.
Description of the Company
--------------------------
The Company was formed in 1999 to develop products for use in the powerline
communications (PLC) industry. PLC products use existing electrical wiring in
commercial buildings and residences to carry high speed data communications
signals, including the Internet. Since the Company's formation, it has worked on
the development and marketing of its PLC technology.
The Company's PLC technology, the "PlugPlus(TM)" product suite, consists of
three separate components, the Gateway, the Coupler and the iBridge. The
Gateway, the hub of the PlugPlus(TM) product suite, is a modular, self-contained
unit that accepts data from an existing network on one port and distributes it
via a second port. The Gateway integrates a communications processor that runs a
series of proprietary applications under Linux. The signal generated by the
Gateway can be directly coupled into low voltage wiring via the Coupler, which
interfaces directly between the Gateway and the building's electrical panel.
Multi-panel buildings typically require multiple Couplers, which are connected
to the Gateway via inexpensive coaxial cable and concentrated using standard
radio frequency splitters. A suite of software applications running on the
Gateway can perform communications functions or system management functions. The
iBridge serves as the user's network access device and connects to a user's
personal computer through a standard Ethernet cable. The iBridge's AC line cord
serves as its power source as well as its network interface. The Company also
offers the eXtender, a fourth optional device, as part of its PlugPlus(TM)
product suite. The eXtender is used to extend the reach of the Gateway in larger
buildings or campus environments.
The PlugPlus(TM) product suite delivers data to the user at speeds in excess of
7 Mega bits per second (Mbps), with burst speeds of 12.6 Mbps. The PlugPlus(TM)
product suite is installed by connecting an incoming broadband signal (DSL, TL,
satellite or cable modem) into the Gateway and connecting the Gateway to a
building's electrical panel using one or more Couplers. Once installed, the
Gateway distributes the high-speed Internet signal throughout the entire
existing network of electrical wires within the building. The user may access a
high-speed Internet signal by plugging the iBridge into any electrical outlet
and connecting a personal computer to the iBridge using the computer's built-in
Ethernet port. Multiple personal computers connected to the iBridge can
communicate with one another and can share a single broadband resource via the
Gateway.
In September 2002, the Company confirmed through an independent, Federal
Communications Commission (FCC) certified testing lab that its PLC product line
meets the FCC technical requirements for Class A digital devices. In June 2003,
the Company confirmed that its PLC product line also meets the requirements for
Class B digital devices. As a result, no further testing of these products is
required and the devices may be manufactured and marketed for commercial or
residential use. The FCC permits the operation of unlicensed digital devices
that radiate radio frequency emissions if the manufacturer complies with certain
equipment authorization procedures, technical requirements, marketing
restrictions and product labeling requirements.
The Company has applied for patents that cover its unique technology and has
utilized the recently announced advancements in transmission speeds to build its
next generation of products that will be launched into the hospitality market.
The Company continues to identify, design and develop enhancements to its core
technologies that will provide additional functionality, diversification of
application and desirability for current and future users. The Company intends
to protect this intellectual property by filing additional patent applications.
In September 2003, the Company received approval from the U.S. Patent and
Trademark Office for its "Method and Apparatus for Providing Telephonic
Communication Services" patent. Notwithstanding the issuance of this patent,
there can be no assurance that any of the Company 's current or future patent
applications will be granted, or, if granted, that such patents will provide
necessary protection for the Company's technology or its product offerings, or
be of commercial benefit to the Company.
Forward Looking Statements
--------------------------
This report may contain "forward-looking statements," which represent the
Company's expectations or beliefs, including, but not limited to, statements
concerning industry performance and the Company's results, operations,
performance, financial condition, plans, growth and strategies, which include,
without limitation, statements preceded or followed by or that include the words
"may," "will," "expect," "anticipate," "intend," "could," "estimate," or
18
"continue" or the negative or other variations thereof or comparable
terminology. Any statements contained in this report or the information
incorporated by reference that are not statements of historical fact may be
deemed to be forward-looking statements within the meaning of Section 27(A) of
the Securities Act of 1933 and Section 21(F) of the Securities Exchange Act of
1934. For such statements, the Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. These statements by their nature involve substantial risks
and uncertainties, some of which are beyond the Company's control, and actual
results may differ materially depending on a variety of important factors, many
of which are also beyond the Company's control. You should not place undue
reliance on these forward-looking statements, which speak only as of the date of
this report. The Company does not undertake any obligation to update or release
any revisions to these forward-looking statements to reflect events or
circumstances after the date of this report or to reflect the occurrence of
unanticipated events, except to the extent such updates and/or revisions are
required by applicable law.
Management's Discussion and Analysis of Financial Condition and Results of
--------------------------------------------------------------------------
Operations
----------
Revenues
--------
As of December 31, 2003, the Company emerged from its development stage of
operations. Accordingly, there were no revenues in the prior year comparable
period. However, during the three months ended June 30, 2004, the Company's
revenues increased over the three months ended March 31, 2004 by $131,804 or
94%. This increase was due to the expansion of the sales staff in each of the
business segments, increased Value Added Resellers (VAR's) in the Multi-Dwelling
Unit segment and a significant increased in marketing. Additionally the Company
began offering its Satellite Solution to the underserved rural markets where
DSL, Cable and other ISP services are not available. The Company renewed its
endorsed vendor agreement with Choice Hotels International and is also targeting
those brand hotels which are under a mandate from Choice Hotels International to
provide High Speed Internet Access (HSIA) to their guests within the next six
months. Although revenues were not realized to date in the Government/Military
and International markets, the Company has several pilot programs in place with
the anticipation of full solution deployments.
Costs and expenses
------------------
Overall expenses, including the fee paid pursuant to the Agreements with the
Consultants of $2,500,000 expensed during the quarter, increased for the three
and six months ended June 30, 2004 over the comparable period in 2003 by
$3,433,575 or 218% and $4,361,598 or 164%, respectively. The increase is
principally due to an increase in payroll and related costs for development,
sales and marketing and administrative functions, costs associated with
non-employee stock options issued in connection with services rendered and costs
associated with the American Stock Exchange listing. For the three and six
months ended June 30, 2004, the operating expenses, excluding the fee paid
pursuant to the Agreements with the Consultants, increased $933,575 or 59% and
$1,861,598 or 70%, respectively.
Liquidity and Capital Resources
-------------------------------
As of June 30, 2004, the Company's current assets exceeded current liabilities
by $18,340,282. Of the total current assets of $19,489,158, cash represented
$18,276,979 of this amount as of June 30, 2004.
While the Company believes it has sufficient capital to meet its working capital
requirements for the next twelve months, additional financing may be required in
order to meet growth opportunities in financing and/or investing activities. If
additional capital is required and the Company is not successful in generating
sufficient liquidity from operations or in raising sufficient capital resources
on terms acceptable to the Company, this could have a material adverse effect on
the Company's business, results of operations, liquidity and financial
condition.
During the six months ended June 30, 2004, the Company filed a S-3 Registration
Statement with the Securities and Exchange Commission to register 15,560,495
shares of its common stock. These shares were issued primarily in conjunction
with the conversion of $2,539,000 Senior Notes into common stock at $2.10 per
share in January 2004, a $12.8 million private placement closed in February 2004
and the conversion of debentures and exercise of warrants in March 2004. The
registration statement was declared effective by the SEC on April 24, 2004.
Product Research and Development
--------------------------------
Company-sponsored research and development costs related to both present and
future products are expended in the period incurred. Total expenses for the
three and six months ended June 30, 2004 increased over the comparable period in
2003 by $130,668 or 46% and $248,654 or 42%, respectively. This increase was
primarily related to an increase in salaries and related costs associated with
the addition of full-time employees and costs related to independent lab test
and certification.
19
Selling, General and Administrative
-----------------------------------
Selling, general and administrative expenses increased for the three and six
months ended June 30, 2004 over the comparable period in 2003 by $635,121 or 54%
and $1,469,191 or 87%, respectively. The increase is related to an increase in
payroll and associated costs for management, sales and marketing resources,
one-time costs associated with American Stock Exchange application fees, and
increased legal and accounting fees associated with the Form S-3 Registration
Statement.
Acquisition or Disposition of Plant and Equipment
-------------------------------------------------
During the three months ended June 30, 2004 fixed assets increased $400,389,
which is primarily related to leasehold improvements associated with the
Company's relocation of its corporate offices to Germantown, Maryland. The
Company does not anticipate the sale or purchase of any significant property,
plant or equipment during the next twelve months, other than purchases of
leasehold improvements, computer equipment and peripherals to be used in the
Company's day-to-day operations. During the three months ended June 30, 2004,
the Company signed a lease to accommodate the expansion of its sales
organization in White Marsh, Baltimore County, Maryland. The three-year lease
provides 1,820 square feet and expires May 2007.
Number of Employees
-------------------
As of June 30, 2004, the Company had 41 employees. In order for the Company to
attract and retain quality personnel, the Company anticipates it will continue
to offer competitive salaries to current and future employees. As the Company
continues to expand, the Company will incur additional costs for personnel.
Trends, Risks and Uncertainties
-------------------------------
The Company has sought to identify what it believes to be the most significant
risks to its business, but cannot predict whether or to what extent any of such
risks may be realized nor can there be any assurances that the Company has
identified all possible risks that might arise. Investors should carefully
consider all such risk factors in evaluating the Company's financial outlook.
TELKONET RECENTLY EMERGED FROM ITS DEVELOPMENT STAGE AND HAS NO OPERATING
HISTORY ON WHICH TO BASE AN EVALUATION OF ITS CURRENT BUSINESS AND FUTURE
PROSPECTS.
The Company recently emerged from its development stage. As a result,
it has no operating history upon which to base an evaluation of its current
business and future prospects. The Company has not generated substantial
revenues since its inception. Because of the Company's lack of an operating
history, management has limited insight into trends that may emerge and could
materially adversely affect the Company's business. Prospective investors should
consider the risks and difficulties the Company may encounter in its new and
rapidly evolving market, especially given the Company's lack of operating
history. These risks include the Company's ability to:
o market the PlugPlus(TM)product suite;
o build a customer base;
o generate revenues;
o compete favorably in a highly competitive market;
o access sufficient capital to support growth;
o recruit and retain qualified employees;
o introduce new products and services; and
o build technology and support systems.
20
THE COMPANY HAS A HISTORY OF OPERATING LOSSES AND AN ACCUMULATED DEFICIT AND
EXPECTS TO CONTINUE TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.
Since inception through June 30, 2004, the Company has incurred
cumulative losses of $21,135,777 and has never generated enough funds through
operations to support its business. The Company expects to continue to incur
substantial operating losses through 2004. The Company's losses to date have
resulted principally from:
o research and development costs relating to the development of
the PlugPlus(TM)product suite;
o costs and expenses associated with manufacturing, distribution
and marketing of the Company's products;
o general and administrative costs relating to the Company's
operations; and
o interest expense related to the Company's indebtedness.
The Company is currently unprofitable and may never become profitable.
Since inception, the Company has funded its research and development activities
primarily from private placements of equity and debt securities, a bank loan and
short term loans from certain of its executive officers. As a result of its
substantial research and development expenditures and limited product revenues,
the Company has incurred substantial net losses. The Company's ability to
achieve profitability will depend primarily on its ability to successfully
commercialize the PlugPlus(TM) product suite.
POTENTIAL FLUCTUATIONS IN OPERATING RESULTS COULD HAVE A NEGATIVE EFFECT ON THE
PRICE OF THE COMPANY'S COMMON STOCK.
The Company's operating results may fluctuate significantly in the
future as a result of a variety of factors, most of which are outside the
Company's control, including:
o the level of use of the Internet;
o the demand for high-tech goods;
o the amount and timing of capital expenditures and other costs
relating to the expansion of the Company's operations;
o price competition or pricing changes in the industry;
o technical difficulties or system downtime;
o economic conditions specific to the internet and
communications industry; and
o general economic conditions.
The Company's quarterly results may also be significantly impacted by
certain accounting treatment of acquisitions, financing transactions or other
matters. Such accounting treatment could have a material impact on the Company's
results of operations and have a negative impact on the price of the Company's
common stock.
THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS OWN A SUBSTANTIAL PERCENTAGE OF
THE COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK. THEIR OWNERSHIP COULD ALLOW
THEM TO EXERCISE SIGNIFICANT CONTROL OVER CORPORATE DECISIONS.
As of June 30, 2004, the Company's officers and directors owned 15.2%
of the Company's issued and outstanding common stock. This means that the
Company's officers and directors, as a group, exercise significant control over
matters upon which the Company's stockholders may vote, including the selection
of the Board of Directors, mergers, acquisitions and other significant corporate
transactions.
FURTHER ISSUANCES OF EQUITY SECURITIES MAY BE DILUTIVE TO CURRENT STOCKHOLDERS.
Although the funds raised in the Company's debenture offerings, the
note offering and the private placement of common stock are being used for
general working capital purposes, it is likely that the Company will be required
to seek additional capital in the future. This capital funding could involve one
or more types of equity securities, including convertible debt, common or
convertible preferred stock and warrants to acquire common or preferred stock.
Such equity securities could be issued at or below the then-prevailing market
price for the Company's common stock. Any issuance of additional shares of the
Company's common stock will be dilutive to existing stockholders and could
adversely affect the market price of the Company's common stock.
21
THE EXERCISE OF OPTIONS AND WARRANTS OUTSTANDING AND AVAILABLE FOR ISSUANCE MAY
ADVERSELY AFFECT THE MARKET PRICE OF THE COMPANY'S COMMON STOCK.
As of June 30, 2004, the Company had outstanding employee options to
purchase a total of 8,670,000 shares of common stock at exercise prices ranging
from $1.00 to $3.78 per share, with a weighted average exercise price of $1.41.
As of June 30 2004, the Company had outstanding non-employee options to
purchase a total of 3,012,084 shares of common stock at exercise prices of $1.00
per share. As of June 30, 2004, the Company had warrants outstanding to purchase
a total of 703,400 shares of common stock at exercise prices ranging from $1.00
to $2.97 per share, with a weighted average exercise price of $1.12. In
addition, as of June 30, 2004, the Company had 762,832 additional shares of
common stock which may be issued in the future under the Telkonet, Inc. Stock
Incentive Plan. The exercise of outstanding options and warrants and the sale in
the public market of the shares purchased upon such exercise will be dilutive to
existing stockholders and could adversely affect the market price of the
Company's common stock.
THE POWERLINE COMMUNICATIONS INDUSTRY IS INTENSELY COMPETITIVE AND RAPIDLY
EVOLVING.
The Company operates in a highly competitive, quickly changing
environment, and the Company's future success will depend on its ability to
develop and introduce new products and product enhancements that achieve broad
market acceptance in commercial and governmental sectors. The Company will also
need to respond effectively to new product announcements by its competitors by
quickly introducing competitive products.
Delays in product development and introduction could result in:
o loss of or delay in revenue and loss of market share;
o negative publicity and damage to the Company's reputation and
brand; and
o decline in the average selling price of the Company's
products.
GOVERNMENT REGULATION OF THE COMPANY'S PRODUCTS COULD IMPAIR THE COMPANY'S
ABILITY TO SELL SUCH PRODUCTS IN CERTAIN MARKETS.
FCC rules permit the operation of unlicensed digital devices that
radiate radio frequency emissions if the manufacturer complies with certain
equipment authorization procedures, technical requirements, marketing
restrictions and product labeling requirements. Differing technical requirements
apply to "Class A" devices intended for use in commercial settings, and "Class
B" devices intended for residential use to which more stringent standards apply.
An independent, FCC-certified testing lab has verified that the Company's
PlugPlus(TM) product suite complies with the FCC technical requirements for
Class A and Class B digital devices. No further testing of these devices is
required and the devices may be manufactured and marketed for commercial and
residential use. Additional devices designed by the Company for commercial and
residential use will be subject to the FCC rules for unlicensed digital devices.
Moreover, if in the future, the FCC changes its technical requirements for
unlicensed digital devices, further testing and/or modifications of devices may
be necessary. Failure to comply with any FCC technical requirements could impair
the Company's ability to sell its products in certain markets and could have a
negative impact on its business and results of operations.
PRODUCTS SOLD BY THE COMPANY'S COMPETITORS COULD BECOME MORE POPULAR THAN THE
COMPANY'S PRODUCTS OR RENDER THE COMPANY'S PRODUCTS OBSOLETE.
The market for powerline communications products is highly competitive.
The Company believes it has the only commercial solution for "in-building"
distribution of broadband utilizing the electrical wiring infrastructure.
Linksys Group, Inc. and Netgear, Inc. offer similar PLC solutions for the
residential market. There can be no assurance that Linksys Group, Netgear or any
other company will not develop PLC products that compete with the Company's
products in the future. These potential competitors have longer operating
histories, greater name recognition and substantially greater financial,
technical, sales, marketing and other resources. These potential competitors
may, among other things, undertake more extensive marketing campaigns, adopt
more aggressive pricing policies, obtain more favorable pricing from suppliers
and manufacturers and exert more influence on the sales channel than the Company
can. As a result, the Company may not be able to compete successfully with these
potential competitors and these potential competitors may develop or market
technologies and products that are more widely accepted than those being
developed by the Company or that would render the Company's products obsolete or
noncompetitive. The Company anticipates that potential competitors will also
intensify their efforts to penetrate the Company's target markets. These
potential competitors may have more advanced technology, more extensive
distribution channels, stronger brand names, bigger promotional budgets and
larger customer bases than the Company does. These companies could devote more
capital resources to develop, manufacture and market competing products than the
Company could. If any of these companies are successful in competing against the
Company, its sales could decline, its margins could be negatively impacted, and
the Company could lose market share, any of which could seriously harm the
Company's business and results of operations.
22
THE FAILURE OF THE INTERNET TO CONTINUE AS AN ACCEPTED MEDIUM FOR BUSINESS
COMMERCE COULD HAVE A NEGATIVE IMPACT ON THE COMPANY'S RESULTS OF OPERATIONS.
The Company's long-term viability is substantially dependent upon the
continued widespread acceptance and use of the Internet as a medium for business
commerce. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users. There can be no assurance
that the Internet infrastructure will continue to be able to support the demands
placed on it by this continued growth. In addition, delays in the development or
adoption of new standards and protocols to handle increased levels of Internet
activity or increased governmental regulation could slow or stop the growth of
the Internet as a viable medium for business commerce. Moreover, critical issues
concerning the commercial use of the Internet (including security, reliability,
accessibility and quality of service) remain unresolved and may adversely affect
the growth of Internet use or the attractiveness of its use for business
commerce. The failure of the necessary infrastructure to further develop in a
timely manner or the failure of the Internet to continue to develop rapidly as a
valid medium for business would have a negative impact on the Company's results
of operations.
FAILURE OF THE COMPANY'S SERVICES AND PRODUCTS TO BE SUCCESSFUL IN THE
MARKETPLACE COULD HAVE A NEGATIVE EFFECT ON THE COMPANY'S RESULTS OF OPERATIONS.
Since the Company is just emerging from its development stage, it does
not know with any certainty whether its services and/or products will be
accepted within the business marketplace. If the Company's services and/or
products prove to be unsuccessful within the marketplace, or if the Company
fails to attain market acceptance, it could have a negative effect on the
Company's results of operations.
THE COMPANY MAY NOT BE ABLE TO OBTAIN PATENTS, WHICH COULD HAVE A MATERIAL
ADVERSE EFFECT ON ITS BUSINESS.
The Company's ability to compete effectively in the powerline
technology industry will depend on its success in acquiring suitable patent
protection. The Company currently has several patents pending. The Company also
intends to file additional patent applications that it deems to be economically
beneficial. If the Company is not successful in obtaining patents, it will have
limited protection against those who might copy its technology. As a result, the
failure to obtain patents could negatively impact the Company's business and
results of operations.
INFRINGEMENT BY THIRD PARTIES ON THE COMPANY'S PROPRIETARY TECHNOLOGY AND
DEVELOPMENT OF SUBSTANTIALLY EQUIVALENT PROPRIETARY TECHNOLOGY BY THE COMPANY'S
COMPETITORS COULD NEGATIVELY IMPACT THE COMPANY'S BUSINESS.
The Company's success depends partly on its ability to maintain patent
and trade secret protection, to obtain future patents and licenses, and to
operate without infringing on the proprietary rights of third parties. There can
be no assurance that the measures the Company has taken to protect its
intellectual property, including those integrated to its PlugPlus(TM) product
suite, will prevent misappropriation or circumvention. In addition, there can be
no assurance that any patent application, when filed, will result in an issued
patent, or that the Company's existing patents, or any patents that may be
issued in the future, will provide the Company with significant protection
against competitors. Moreover, there can be no assurance that any patents issued
to, or licensed by, the Company will not be infringed upon or circumvented by
others. Infringement by third parties on the Company's proprietary technology
could negatively impact its business. Moreover, litigation to establish the
validity of patents, to assert infringement claims against others, and to defend
against patent infringement claims can be expensive and time-consuming, even if
the outcome is in the Company's favor. The Company also relies to a lesser
extent on unpatented proprietary technology, and no assurance can be given that
others will not independently develop substantially equivalent proprietary
information, techniques or processes or that the Company can meaningfully
protect its rights to such unpatented proprietary technology. Development of
substantially equivalent technology by the Company's competitors could
negatively impact its business.
THE COMPANY DEPENDS ON A SMALL TEAM OF SENIOR MANAGEMENT, AND IT MAY HAVE
DIFFICULTY ATTRACTING AND RETAINING ADDITIONAL PERSONNEL.
The Company's future success will depend in large part upon the
continued services and performance of senior management and other key personnel.
If the Company loses the services of any member of its senior management team,
its overall operations could be materially and adversely affected. In addition,
the Company's future success will depend on its ability to identify, attract,
hire, train, retain and motivate other highly skilled technical, managerial,
marketing, purchasing and customer service personnel when they are needed.
Competition for these individuals is intense. The Company cannot ensure that it
will be able to successfully attract, integrate or retain sufficiently qualified
personnel when the need arises. Any failure to attract and retain the necessary
technical, managerial, marketing, purchasing and customer service personnel
could have a negative effect on the Company's financial condition and results of
operations.
23
Item 3. Controls and Procedures.
As of June 30, 2004, the Company performed an evaluation, under the supervision
and with the participation of management, including the Chief Executive and
Chief Financial Officers, of the effectiveness of the design and operation of
its disclosure controls and procedures as defined in rules 13a - 15(c) and 15d -
15(c) under the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, the Chief Executive and Chief Financial Officers concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information required to be included in the Company's periodic
filings with the U.S. Securities and Exchange Commission. There were no
significant changes in the Company's internal controls or in other factors that
could significantly affect these internal controls subsequent to the date of the
most recent evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities.
During the six months ended June 30, 2004, the Company issued an aggregate of
3,998,450 shares of common stock upon the exercise of warrants at approximately
$1.00 per share. The Company also issued an aggregate of 203,751 shares of
common stock upon cashless exercise of 253,203 outstanding warrants which were
exercisable at $1.00 per share.
During the six months ended June 30, 2004, the Company agreed to issue 18,000
shares of common stock to Ronald W. Pickett, the Company's Chief Executive
Officer, pursuant to his employment agreement, dated January 30, 2004.
During the six months ended June 30, 2004, the Company issued an aggregate of
324,001 shares of common stock in connection with the conversion of $62,000
aggregate principal amount of the Debenture-1 and $110,000 aggregate principal
amount of the Series B Debentures. The Company also issued an aggregate of
42,999 shares of common stock in exchange for accrued interest of $23,276 for
the Debenture-1 and Series B Debentures.
Each of the foregoing sales of securities was effected in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and/or Rule 506 of Regulation D promulgated thereunder. Each of the
foregoing sales was made to one or more "accredited investors," as such term is
defined in the Securities Act of 1933.
During the six months ending June 30, 2004, the Company granted options to
purchase 945,000 shares of common stock to certain employees of the Company.
These options are exercisable at an average exercise price of $2.96 per share.
In addition, during the six months ended June 30, 2004, the Company issued
356,333 shares of common stock upon exercise of employee stock options at an
average exercise price of $1.02 and 255,416 shares of common stock upon exercise
of options held by non-employees at an exercise price of $1.00. The options were
issued pursuant to the Telkonet, Inc. Stock Incentive Plan. The shares of common
stock underlying the options have been registered with the Securities and
Exchange Commission on a Form S-8 Registration Statement.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
24
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No. Description
3.1 Articles of Incorporation of the Registrant (incorporated by reference
to our Form 8-K (No. 000-27305), filed on August 30, 2000 and our Form
S-8 (No. 333-47986), filed on October 16, 2000)
3.2 Bylaws of the Registrant (incorporated by reference to our Registration
Statement on Form S-1 (No. 333 108307), filed on August 28, 2003)
4.1 Form of Series A Convertible Debenture (incorporated by reference to
our Form 10-KSB (No. 000-27305), filed on March 31, 2003)
4.2 Form of Series A Non-Detachable Warrant (incorporated by reference to
our Form 10- KSB (No. 000-27305), filed on March 31, 2003)
4.3 Form of Series B Convertible Debenture (incorporated by reference to
our Form 10-KSB (No. 000-27305), filed on March 31, 2003)
4.4 Form of Series B Non-Detachable Warrant (incorporated by reference to
our Form 10- KSB (No. 000-27305), filed on March 31, 2003)
4.5 Form of Senior Note (incorporated by reference to our Registration
Statement on Form S-1 (No. 333-108307), filed on August 28, 2003)
4.6 Form of Non-Detachable Senior Note Warrant (incorporated by reference
to our Registration Statement on Form S-1 (No. 333-108307), filed on
August 28, 2003)
10.1 Amended and Restated Telkonet, Inc. Incentive Stock Option Plan
(incorporated by reference to our Registration Statement on Form S-8
(No. 333-412), filed on April 17, 2002)
10.2 Employment Agreement by and between Telkonet, Inc. and Peter Larson,
dated as of June 19, 2000 (incorporated by reference to our Form 8-K
(No. 000-27305), filed on August 30, 2000)
10.3 Employment Agreement by and between Telkonet, Inc. and Stephen L.
Sadle, dated as of June 19, 2000 (incorporated by reference to our Form
8-K (No. 000-27305), filed on August 30, 2000)
10.4 Amendment to Employment Agreement by and between Telkonet, Inc. and
Stephen L. Sadle, dated as of April 24, 2002 (incorporated by reference
to our Registration Statement on Form S-1 (No. 333-108307), filed on
August 28, 2003)
10.5 Employment Agreement by and between Telkonet, Inc. and Stephen L.
Sadle, dated as of January 18, 2003 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
10.6 Employment Agreement by and between Telkonet, Inc. and J. Gregory
Fowler, dated as of January 30, 2002 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
10.7 Employment Agreement by and between Telkonet, Inc. and David S. Yaney,
dated as of February 15, 2002 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
10.8 Employment Agreement by and between Telkonet, Inc. and Howard Lubert,
dated as of January 1, 2003 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
10.9 Separation Agreement by and between Telkonet, Inc. and Howard Lubert,
dated as of June 16, 2003 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
10.10 Employment Agreement by and between Telkonet, Inc. and Robert P. Crabb,
dated as of January 18, 2003 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
10.11 Employment Agreement by and between Telkonet, Inc. and Ronald W.
Pickett, dated as of January 30, 2003 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
25
10.12 Employment Agreement by and between Telkonet, Inc. and E. Barry Smith,
dated as of February 17, 2003 (incorporated by reference to our
Registration Statement on Form S-1 (No. 333-108307), filed on August
28, 2003)
24 Power of Attorney (incorporated by reference to our Registration
Statement on Form S-1 (No. 333-108307), filed on August 28, 2003)
31.1 Certification of Ronald W. Pickett pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of E. Barry Smith pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Ronald W. Pickett pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of E. Barry Smith pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K filed during the six months ended June 30,
2004.
i. On April 20, 2004, the Company filed a Current Report 8-K, to
report the expansion of the Board of Directors by one seat,
the resignation of Hugo DeCesaris from the Board of Directors,
and the appointment of Dr. Thomas M. Hall and James L. Peeler
to the Board of Directors.
ii. On May 19, 2004, the Company filed a Current Report 8-K, to
report that an update letter was sent to shareholders
announcing the status of sales and marketing developments.
iii. On May 26, 2004, the Company filed a Current Report 8-K, to
report that the Company successfully pursued a delisting from
the Berlin-Bremen Stock Exchange effective May 27, 2004.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Telkonet, Inc.
Registrant
Date: August 13, 2004 By: /s/ Ronald W. Pickett
--------------------- -----------------------
Ronald W. Pickett
Chief Executive Officer
26