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EWASTE SYSTEMS, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations(Edgar Glimpses Via Acquire Media NewsEdge) Caution Regarding Forward-Looking Statements This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend," "estimate," "may," "should," "could," "will," "plan," "future," "continue," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. Factors that could cause or contribute to our actual results differing materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to: · general economic conditions; · risk that we will not be able to remediate identified material weaknesses in our disclosure controls and procedures; · risk that we are unable to successfully integrate our recently completed, first acquisition, Tech Disposal, Inc. ('TDI") · risk that we might be subject to claims relating to the validity of the sale to us of TDI's stock; · uncertainty as to whether TDI will be able to maintain and expand its current supplier and customer base; · risk that we will not be able to obtain the financing required to complete the proposed acquisition of Laptop Service Center, LLC d/b/a Computer Systems Solutions, a Pennsylvania limited liability company, and Surf Investments, Ltd. d/b/a CPU, a California corporation; · risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to fully implement our business plan; · the uncertainty of profitability based upon our history of losses; · our pursuit of operations in an emerging market with uncertainty as to market acceptance of our products and services; · risk that we cannot attract, retain and motivate qualified personnel; · our dependence on key personnel; · competition from larger, more established companies with far greater economic and human resources; · possible issuance of common stock to raise adequate financing that may dilute the interest of stockholders; · future sale of a substantial number of shares of our common stock that could depress the trading price of our common stock, lower our value and make it more difficult for us to raise capital; · risk that the floating conversion price for our Series A Convertible Preferred Stock may lead to significant shareholder dilution and a corresponding drop in the market price of common stock; · our nonpayment of dividends and lack of plans to pay dividends in the future; · we are unable to keep current with all of our SEC filings and therefore undermine our status as smaller reporting company. - 4 --------------------------------------------------------------------------------- Table of Contents The forgoing list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors, such as those discussed in our Current Report on Form 8-K filed on October 20, 2011, which are incorporated herein by reference, could affect the our actual results and should be considered carefully. With respect to this discussion, the terms "EWSI," the "Company," "we," "us," and "our" refer to E-Waste Systems, Inc. and the term "EWSO" refers to E-Waste Systems (Ohio), Inc. (formerly known as Tech Disposal, Inc.) This discussion and analysis should be read in conjunction with the financial statements and notes, and other financial information included in this quarterly report. Company Overview We were incorporated in the State of Nevada under the name Dragon Beverage, Inc. on December 19, 2008 for the purpose of developing, producing and selling energy drink beverages. We were not successful in implementing this business plan primarily because of our inability to secure sufficient financing in order to be able to execute on this business plan. In May 2011, our management determined that it was necessary to reassess our current direction and evaluate pursing other opportunities which management believed would be more attractive to secure the financing required to commence operations. In connection with this assessment, we determined to suspend our plan of developing, producing and selling energy drink beverages in order to pursue becoming a provider of waste electric and electronic equipment processing services. In May 2011, we changed our name to "E-Waste Systems, Inc." to better reflect this new direction for our company and began, with the assistance of a new management team, to pursue acquisitions of providers of waste electric and electronic equipment processing services. Business On October 14, 2011, we completed our acquisition of TDI through our purchase of all of the issued and outstanding capital stock of TDI. As a result of the Transaction, TDI became our wholly owned subsidiary and we assumed the business operations of TDI, which has been renamed EWSO. Following the Transaction, the business of EWSO constitutes all of our operations. Founded in March 2010 and headquartered in Columbus, Ohio, TDI's business, which forms part of the electronics reverse supply chain, is an electronics reverse logistics and e-waste management solution provider, specializing in the collection, repair, resale/remarketing, and recycling of excess, damaged, obsolete and end-of-life electronic assets, such as copiers, computers, telecommunications and other electronic office equipment. TDI acts as a provider of recovery services of products with useful life remaining and disposal via recycling and end-of life services thereafter to customers who are primarily located in or around Columbus, Ohio. TDI's target markets are electronics manufacturers (OEM's), corporations, government and educational institutions, medical providers, and electronics resellers primarily located throughout Ohio. Typically, and depending on the assessment of any likely residual value of the products, TDI either: charges customers for its services; takes the product off their premises for no charge; and/or negotiates shared values to be paid based on the ultimate price it receives after its work is done on these end of life or e-waste materials. In some cases, TDI may elect to purchase certain equipment at prices negotiated on a case-by-case basis, with the goal of remarketing or optimizing the scrap recovery value of such equipment. Historically, principal suppliers of e-waste to us have been Toshiba Imaging, Home Depot, the Columbus School Board, Solid Waste Authority of Central Ohio, Tech Columbus and a number of hospitals in the Columbus, Ohio area. Historically, TDI's core business wrapped around copiers and involved the inspection, refurbishment and ultimate resale of those products, which still have useful life. TDI subsequently expanded into a wider range of electronics including monitors and televisions, servers, telecommunications equipment and laptop computers. Increasingly, TDI has engaged in the removal and collection of depreciated and end of life electronics as they come off lease financing. TDI's customers often replace these products with new or newer items and the old units become a waste stream from which TDI takes advantage of the opportunity to capture revenue through refurbishing, remarketing, dismantling and reselling of this end-of-life equipment in whole or as components, which it removes. Management uses its own discretion to evaluate which merchandise is viable for resale, at which time it refurbishes those items that have been identified as saleable, either as-is after refurbishment or for parts. TDI then remarkets these products through independent material brokers, equipment buyers, on eBay or other internet auction sites, or sells or donates them to local charitable organizations, non-profit agencies and schools. - 5 --------------------------------------------------------------------------------- Table of Contents Equipment that, in management's opinion, is deemed unsuitable for resale, is dismantled and sold to third-party refining companies or progressively recycled by TDI as its capacity is increased. Presently, TDI has sufficient capacity to recycle units deemed unsuitable for resale, but will need to increase such capacity as it experiences growth in its operations. To the extent that TDI is required to add capacity to enable it to efficiently recycle units deemed unsuitable for resale, it will need to secure additional financing to accomplish this objective, which cannot be assured. When space or capacity to recycle units deemed unsuitable for resale is limited and TDI is not able to add space or capacity for whatever reason, TDI's ability to efficiently disassemble units and generate revenue from these activities will be diminished. It is TDI's intent to eliminate all landfill related activities in these services and participate in turning these waste products into new commodities and raw materials. We cannot guarantee that we will be successful in our operations. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm's report to the financial statements for the year ended December 31, 2011. If our business fails, the investors may face a complete loss of their investment. Strategy Our business plan is based principally on the achievement of growth through a series of targeted acquisitions of carefully selected businesses in order to create a platform that is designed with the intent of building a globally integrated business that unifies the rapidly emerging Waste Electrical and Electronic Equipment ("WEEE") industry. We believe the development of an integrated business will enable us to successfully engage in (i) recycling of end-of-life electronics; (ii) recycling of excess inventories and obsolete parts; (iii) destruction of hard drive data; (iv) direct refining of materials; and (v) customized reporting and certification. If we are successful in creating these platforms, we believe we will benefit from having developed the ability to concentrate people and resources, share knowledge and best practice, improve logistics and realize other cost driven synergies. Potential Acquisition of Fix-It In furtherance of this business plan, we entered into a stock and membership interest purchase agreement (the "Fix-It Purchase Agreement"), dated June 23, 2011, with Laptop Service Center, LLC d/b/a Computer Systems Solutions, a Pennsylvania limited liability company ("CSS"), Surf Investments, Ltd. d/b/a CPU, a California corporation ("CPU," and collectively with CSS, "Fix-It"), Kimberly Crew, an individual resident of the Commonwealth of Pennsylvania ("Crew") and Murex Corporation, a Pennsylvania corporation ("Murex," and collectively with Crew, the "Sellers"). Pursuant to the Fix-It Purchase Agreement, we plan to acquire from Sellers all of the equity interest in Fix-It owned by the Sellers for an aggregate purchase price consisting of an initial payment of $750,000 (the "Initial Payment") and a subsequent earn out payment ("Earn out"). The Initial Payment is payable with $500,000 on the closing date (the "Closing Date"), and the remaining $250,000 pursuant to a 120-days promissory note. The Earn out, if any, is payable after the first anniversary of the Closing Date and equates to Fix-It's EBITDA for the first year after the Closing Date multiplied by four and reduced by the Initial Payment, provided that such Earn out amount will not exceed $3,000,000. Fix-It is a Philadelphia, Pennsylvania based laptop computer specialist which offers for sale new and used laptops, provides repair services, and offers a range of end of life services, including recycling with operations in California and Massachusetts. - 6 --------------------------------------------------------------------------------- Table of Contents The closing of the acquisition of Fix-It is subject to certain conditions, including, but not limited to: Sellers and Fix-It performing their obligations and covenants under the Fix-It Purchase Agreement; us completing our due diligence process of Fix-It and leased real estate; no material adverse change occurring to Fix-It business; the parties obtaining all required third-party consents; Fix-It continues to operate its business in the ordinary course; the auditors of Fix-It completing the audit of the financial statements for the years ended December 31, 2009 and 2010; and other closing conditions. The Transaction was initially expected to close on or before September 23, 2011. The Fix-It Purchase Agreement contains certain termination rights, including the right of either party to terminate the agreement if the closing has not occurred by September 23, 2011 (as long as the terminating party has performed its obligations under the Fix-It Purchase Agreement) and a right to terminate upon a material misrepresentation or breach by the other party. The Fix-It Purchase Agreement may also be terminated by mutual written consent of the parties. Neither party has chosen to terminate the Fix-It Purchase Agreement and the parties have reached an understanding to allow more time for the completion of certain conditions required to close. However, with the passing of time since the expected closing date of September 23, 2011 and in the absence of the necessary financing, it can no longer be considered probable that the acquisition of Fix-It will be completed. The execution of our business plan is predicated on our ability to secure sufficient financing. As of the filing date of this report, our cash on hand is insufficient for us to be able to fully implement our business plan to grow through acquisitions. Accordingly, we must obtain additional financing in order to maintain operations. In the absence of such financing, we could potentially be forced to cease operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. Presently, we are considering the acquisition of other providers of waste electric and electronic equipment processing services. - 7 --------------------------------------------------------------------------------- Table of Contents Our Strategy in the Next 12 Months Our management developed a plan governing the processes to be deployed for the first weeks and months following closing of the acquisition of EWSO, elements of which are described in the following paragraphs. EWSO has moved to new, larger premises to accommodate a larger inventory. This resulted from new vendor relationships such as with Toshiba, with the Columbus School Board, with GE Capital, with Solid Waste Authority of Central Ohio, and with Tech Columbus. Management has organized a series of promotional activities to raise awareness and to increase sales, including a new and expanded website, press releases and interviews for newspapers and magazines, email marketing to the data base of contacts obtained in the acquisition and retaining of key individuals with significant business development expertise. In February 2012, management secured a financing facility in the form of a single 12 month promissory note for $100,000, to which an annual interest cost of 14% applies, which facility provides working capital to be used exclusively for the purchase of electrical and electronic waste for feedstock to our Columbus based operation. New systems and procedures have been introduced such that materials can flow into and out of the company more efficiently. A new accounting system was implemented shortly before the acquisition closed and this is being integrated with other systems the company uses to control its management information processes. New procedures for budgeting, treasury management, spending authority approval, and personnel policies have also been introduced. Factors impacting EWSI's Consolidated Results of Operations The principal factors that impact our past and future results of operations include: · Availability of feedstock volumes. We do not have any formal contracts with our suppliers of feedstock batches. There is no mechanism in place that effectively underpins our access to a regular, predictable volume of feedstock each week/month. Our revenue streams are all dependent on batches of used electronic equipment being available to fuel the repair, refurbishment and spare parts recovery processes from which the revenue base is derived. · Demand for second-hand electronic equipment. Our revenue, operating results and investment in working capital depend on the level of demand for second-hand electronic equipment that has been repaired and/or refurbished together with a requirement for recovered spare parts that can be used in repair and refurbishment operations. We will usually have concluded an agreement or be in advanced negotiations to sell our repaired and refurbished units before we commit to buying feedstock batches. This careful management of the profits and cash cycles will be disrupted if demand for used electronics were to sharply decline for any reason including businesses and consumers curtailing their investment in new equipment in response to changes in economic conditions. · Market prices for certain commodities. Our business is affected by changes in the market prices of certain traded commodities, notably those precious metals that are used to manufacture key components found in electronic equipment today. Movements in the prices at which these commodities are traded influences the prices at various stages of the reverse supply chain for electronic goods, including the prices that we negotiate to acquire our feedstock volumes and the value we are able to extract from the residual scrap remaining at the end of our repair, refurbishment and spare parts recovery processes. - 8 --------------------------------------------------------------------------------- Table of Contents · Regulatory changes. The businesses that derive their revenue and profits from handling electronic waste in the United States are exposed to increasingly pervasive legislative and regulatory regimes at both Federal and State levels of government. Each time the legal or regulatory environment changes it is likely that incremental cost is added to the reverse supply chain, which in turn implies that all participants in that supply chain will observe an increase in their operating cost base, which depending on their leverage may, or may not, be capable of being passed on downstream. We operate in the State of Ohio, where there is proposed legislation being prepared with the purpose of controlling more stringently the behavior of the reverse supply chain for electronic goods. · General and administrative costs. Our business is still very young and at the beginning of its pursuit of organic and external growth. In order to execute on any strategy for growth, we expect to have to further increase its general and administrative overheads cost base. Our results from operations will be adversely impacted if these additional overhead costs are incurred before the growth in revenue is received. Consolidated Results of Operations for E-Waste Systems, Inc. Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011 Revenues We generated revenue of $34,816 during the three months ended March 31, 2012, compared with $0 during the three months ended March 31, 2011. Sales realized during the three months ended March 31, 2012 are primarily attributable to repaired and refurbished photocopiers and personal computers sold into the second hand market place together with earnings derived from sales of electronic scrap collected at the end of our repair, refurbishment and spare parts recovery processes. The increased revenue for the three months ended March 31, 2012 compared with the corresponding period of 2011 is due to the fact that we acquired our sole operating subsidiary, EWSO, on October 14, 2011. Cost of Sales Cost of sales for the three months ended March 31, 2012 amounted to $28,969, compared with $0 for the three months ended March 31, 2011. Costs of sales were comprised primarily of the cost of acquiring batches of used electronic equipment together with the labor cost incurred in processing them. The increased cost of sales during the three months ended March 31, 2012 compared with the same period of 2011 is because we acquired our sole operating subsidiary, EWSO, on October 14, 2011. Gross Profit Gross profit for the three months ended March 31, 2012 was $5,847, or approximately 17% of revenues, compared to gross profit of $0 for the three months ended March 31, 2011. - 9 --------------------------------------------------------------------------------- Table of Contents Operating Expenses We incurred operating expenses of $285,465 for the three months ended March 31, 2012, as compared to operating expenses of $7,303 for the three months ended March 31, 2011. Our operating expenses for the three months ended March 31, 2012 and 2011 consisted of directors' and officers' accrued compensation, professional fees, depreciation and general and administrative expenses, including rent for our Columbus, Ohio facility. Following EWSI's acquisition of EWSO on October 14, 2011, its former owner, Mr. Pardos, became a consultant to EWSO, contributing to consulting fees incurred in respect of the three months ended March 31, 2012. The increase in our operating expenses is primarily attributable to directors' and officers' compensation and the legal and accounting fees incurred with the negotiations for and the due diligence on various acquisition candidates, combined with the introduction of our operating activities in Columbus, Ohio following our acquisition of EWSO on October 14, 2011. We anticipate that our operating expenses will continue to increase as we seek to increase the scale and range of services our business can offer to our customers. Other Items We incurred other expenses of $65,806 for the three months ended March 31, 2012, as compared with other expenses of $740 for the same period ended December 31, 2010. Other income and expenses are comprised of a loss on settlement of contingent consideration related to our acquisition of EWSO on October 14, 2011, interest expense on demand notes payable and both the interest on, as well as the gains and losses associated with a derivative liability attaching to, our convertible debt. Net Income (Loss) As a result of the above, for the three months ended March 31, 2012 and 2011, we reported net losses of $345,424 and $8,043, respectively. Liquidity and Capital Resources As of March 31, 2012, our consolidated balance sheet presented total current assets of $98,117 and total current liabilities of $987,912, which resulted in a working capital deficit of $889,795. EWSI generated consolidated revenue during the three months ended March 31, 2012 that fell short of its consolidated operating expenses over the same period by $279,618. Furthermore, we do not anticipate any material improvement in our liquidity or capital resources in subsequent reporting periods resulting from our acquisition of EWSO, which contributed an operating loss of $22,486 on revenues of $34,816 during the three months ended March 31, 2012. To date, we have relied upon issuances of unsecured notes to finance our operations and help us meet our short-term obligations. There is no assurance that we will be able to continue to issue notes to finance our short-term obligations. Our present capital resources are insufficient to implement our business plan, which includes meeting our contractual obligations described below. Over the next twelve months we anticipate incurring expenditures of approximately $600,000 to implement our business plan, exclusive of approximately $150,000 in ongoing operating expenses per month for the next twelve months, for total anticipated expenditures of approximately $2,400,000 over the coming twelve months. The operating expenses for the year will consist primarily of compensation for senior management, professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, travel and general office expenses. Our current cash on hand is insufficient to make our planned expenditures and to pay for our general operating expenses over the next twelve months. Accordingly, we must obtain additional financing in order to continue to implement our business plan during and beyond the next twelve months. We believe that debt financing will not be an alternative for funding as we have limited tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We are currently seeking additional funding in the form of equity financing from the sale of our common stock, but cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to implement our business plan. Additional equity financings could result in significant dilution to our stockholders. In the absence of such financing, we will not be able to implement our business plan or pursue any acquisition. If we are unable to raise additional capital in the near future, we will experience liquidity problems and management expects that we will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. - 10 --------------------------------------------------------------------------------- Table of Contents Contractual obligations Convertible Notes. On November 21, 2011, we issued an amended and restated convertible note, which we previously issued on May 2, 2011, in the principal amount of $73,500. As initially executed on May 2, 2011, the principal amount of $73,500 evidenced by this convertible note together with interest accruing in the amount of 12% per annum was to be paid in full on November 2, 2011 (the "Maturity Date"). The Maturity Date of this convertible note, as amended and restated, has been extended to January 2, 2012. The principal amount together with interest on each of the foregoing notes may be converted into shares of common stock at the option of the investor at a conversion price equal to the volume weighted average price per common share during the 10 days prior to the conversion taking effect. On March 13, 2012 this note was converted into Forty-Five Thousand One Hundred Ninety-Three (45,193) shares of common stock. A second convertible note was issued to a related party on October 28, 2011, in the principal amount of $12,000. The holder of the note is entitled to receive interest on the principal amount at a rate of 12% per annum. This note becomes due for repayment on October 28, 2012 (the "Maturity Date"). On or before the Maturity Date, if not previously paid in full, this note is convertible into shares of common stock, at the option of the holder. Unpaid principal and interest on this note is convertible into shares at a price of $0.25 per share. Demand Notes. As of December 31, 2011, we had liabilities of $50,240, which amount is evidenced by a single promissory note, dated September 15, 2011, payable on demand. On March 13, 2012 the lender and borrower agreed to convert this note into Twenty-Eight Thousand Three Hundred Thirty-Five (28,335) shares of the Company's common stock. During February 2012 we borrowed $75,000 from an unrelated third party in the form of an unsecured demand note bearing interest at 14 per cent. In addition, during February, we also borrowed $100,000 from unrelated third party in the form of a promissory note. The funds are to support the working capital requirements of the business and specifically, the procurement of electronic waste for refurbishment or recycling. As of March 31, 2012, approximately $17,000 of the funds lent had been applied to purchase feed stocks for the Company's operations, based in Columbus, Ohio. The promissory note accrues interest at 14 per cent and is due twelve months from the date of its issue. Lease Commitments. We have contractual obligations to make future payments under a lease agreement for the premises occupied by EWSO and from where we conduct our operations. The building in which the leased premises are located is known as 1033 Brentnell Avenue, Columbus, Ohio 43219. The minimum annual rentals payable under the terms of the lease contract amount to $50,400. The lease is for a term of 36 months ending November 30, 2014, and contains a break clause which may be exercised at the lessee's option on or after November 30, 2013. Consolidated Cash Used in Operating Activities Operating activities in the three months ended March 31, 2012 and 2011 used cash of $102,841 and $13,755, respectively, which reflect our recurring operating losses. Our consolidated net loss reported for three months ended March 31, 2012 of $345,424 was the primary reason for our negative operating cash flow. The impact of our consolidated net loss on our consolidated operating cash flow for the three months ended March 31, 2012 was substantially offset by increases in accrued compensation for directors and officers of $189,214, offset in part by a reduction in accounts payable and accrued expenses of $86,040, together with expenses paid by shareholders on the Company's behalf of $40,000 and professional services received by the Company amounting to $39,929, which were paid for with shares of common stock. - 11 --------------------------------------------------------------------------------- Table of Contents Consolidated Cash Used in Investing Activities We did not use any cash in investing for the three months ended March 31, 2012 or 2011. Consolidated Cash from Financing Activities We have financed our operations primarily from loans made to the company. Consolidated net cash flow provided by financing activities for the three months ended March 31, 2012 was $177,000, which consisted of $175,000 in proceeds received from notes payable and a $2,000 capital contribution. Net cash flow provided by financing activities for the three months ended March 31, 2011 was $16,140, which consisted of $21,000 in proceeds received from a note payable to a related party, offset by $4,860 in payments made against notes payable to a related party. Off Balance Sheet Arrangements As of March 31, 2012, there were no off balance sheet arrangements. Going Concern Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an on-going source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. In order to continue as a going concern, we will need, among other things, additional capital resources. Management's plan is to obtain such resources for us by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that we will be successful in accomplishing any of our plans. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Critical Accounting Policies Our financial statements have been prepared in conformity with GAAP. For a full description of our accounting policies as required by GAAP, refer to our consolidated financial statements for the year ended December 31, 2011, that are included in this Annual Report on Form 10-K. We consider certain accounting policies to be critical to an understanding of our consolidated financial statements because their application requires significant judgment and reliance on estimations of matters that are inherently uncertain. The specific risks related to these critical accounting policies are described in our consolidated financial statements for the year ended December 31, 2011. |