Notes
to the Condensed Consolidated Financial Statements
June
30, 2019
(Unaudited)
NOTE
1 – BACKGROUND
Background
The
OLB Group, Inc. (“OLB” the “Company”) was incorporated in the State of Delaware on November 18, 2004 and
provides services through its wholly-owned subsidiaries.
The
Company provides integrated financial and transaction processing services to businesses throughout the United States. Through
its eVance Capital, Inc. subsidiary (“eVance”), the Company provides an integrated suite of third-party merchant payment
processing services and related proprietary software enabling products that deliver credit and debit card-based internet payment
processing solutions primarily to small and mid-sized merchants operating in physical “brick and mortar” business
environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. eVance operates
as an independent sales organization (“ISO”) generating individual merchant processing contracts in exchange for future
residual payments. As a wholesale ISO, eVance has a direct contractual relationship with the merchants and takes greater responsibility
in the approval and monitoring of merchants than do retail ISOs and as a result, receives additional consideration for this service
and risk. The Company’s Securus365, Inc. subsidiary operates as a retail ISO and receives residual income as commission
for merchants it places with third party processors.
CrowdPay.us,
Inc. (“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $1,000,0000 -$50,000,000
of various types of securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933. To date,
the activities of this subsidiary have been insignificant.
Omnisoft.io,
Inc. (“Omnisoft”) operates a software platform for small merchants The Omnicommerce applications work on an iPad,
mobile device and the web and allows you to sell a store’s products in a physical, retail setting. To date, the activities
of this subsidiary have been insignificant.
The Company also provides ecommerce development
and consulting services on a project by project basis.
Memorandum
of Sale
On
April 9, 2018, Securus365, Inc., a Delaware corporation (“Securus”), eVance Capital, Inc., a Delaware corporation
(“eVance Capital”), and eVance Inc., a Delaware corporation (“eVance”, and collectively with Securus and
eVance Capital, the “Purchasers”), each of which Purchaser is a newly formed wholly-owned subsidiary of OLB, entered
into a Memorandum of Sale (the “Memorandum of Sale”) by and among the Purchasers and GACP Finance Co., LLC, a Delaware
limited liability company (“GACP”), in its capacity as administrative agent and collateral agent to certain secured
lenders of the Debtors (as defined below), pursuant to which the Purchasers acquired substantially all of the assets of the Debtors
(the “Asset Acquisition”) through a foreclosure sale arranged by GACP under the Uniform Commercial Code of the State
of New York (“UCC”) of the collateral of Excel Corporation (“Excel”) and its subsidiaries Payprotec Oregon,
LLC, Excel Business Solutions, Inc. and eVance Processing, Inc. (Excel and such subsidiaries, collectively, the “Debtors”)
under the Loan and Security Agreement, dated as of November 2, 2016, by and among GACP, the lenders thereunder and the Debtors
and related loan documents, as amended (the “Excel Loan and Security Agreement”).
GACP
exercised its post-default remedies and realized on the collateral securing the Debtors’ obligations under the Excel Loan
and Security Agreement by conducting a public auction of certain assets of the Debtors on April 9, 2018 in accordance with the
UCC. The Purchasers submitted the Memorandum of Sale at such auction, which constituted the Purchasers’ bid for substantially
all of the assets of the Debtors (“Acquired Assets”), which bid was accepted by GACP on April 9, 2018 in connection
with the simultaneous signing and closing (the “Closing”) of the transactions contemplated under the Memorandum of
Sale and the Credit Agreement (defined below).
In
consideration for the sale and transfer of the Acquired Assets at the Closing, the Purchasers assumed certain post-Closing obligations
under assigned contracts and issued GACP a note payable in the amount of $12,500,000, through the deemed simultaneous financing
of such purchase price to the Purchasers under the Credit Agreement. Pursuant to the Memorandum of Sale, the Purchasers purchased
from GACP and accepted all of the Debtors’ right, title and interest in and to the Acquired Assets “as is”,
“where is” and “with all faults” and without any representations or warranties, express or implied, of
any nature whatsoever. Any representations made by the parties in the Memorandum of Sale did not survive the Closing, and there
is no indemnification rights for either party’s breach. See Note 5.
Common
Control Mergers
Effective
May 9, 2018, the Company entered into a share exchange agreement with Crowdpay.US, Inc., a New York corporation for which the
Company issued 87,500,000 shares of common stock for all of the authorized stock of Crowdpay. Crowdpay became a wholly owned subsidiary
of OLB. The Company’s two majority stockholders were the two stockholders of Crowdpay and as a result this transaction was
accounted for as a common control merger. See Note 6.
Effective
May 9, 2018, the Company entered into a share exchange agreement with Omnisoft, Inc., a Delaware corporation for which the Company
issued 55,000,000 shares of common stock for all of the authorized stock of Omnisoft. Omnisoft became a wholly owned subsidiary
of OLB. The Company’s two majority stockholders were the two stockholders of Omnisoft and as a result this transaction was
accounted for as a common control merger. See Note 6.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed consolidated financial
statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2018
included on the Company’s Form 10-K. The results of the three and six months ended June 30, 2019 are not necessarily indicative
of the results to be expected for the full year ending December 31, 2019.
In
the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2019 and the results
of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal
and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long lived
assets and recoverability of those assets, valuation allowances for income taxes, stock based compensation and estimates made
for business combinations.
Net
Loss per Share
Basic
net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding
during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares
for the three and six months ended June 30, 2019 does not include warrants and options to acquire 1,200,000 and 6,697,467 shares
of common stock, respectively. Basic net loss per share does include the weighted average effect of vested options to acquire
1,657,701 shares of commons stock as their exercise prices are nominal. There were no other potentially dilutive shares for the
three and six months ended June 30, 2018.
Revenue
Recognition and Cost of Revenues
The
Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable
and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has
been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability
is reasonably assured.
The
Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to
merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for
payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.
Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are
recognized at the time of the transaction. In the case of “wholesale” residual revenue in which the Company has a
direct contractual relationship with the merchant, bears risk of chargebacks and performs underwriting on the merchants, the Company
records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses.
In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability and
has no or limited contractual relationship with the merchant, the Company records the amount it receives from the processor net
of interchange and other processing fees as revenue.
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance,
Securus, Crowdpay.US, and OMNISOFT, Inc. All significant intercompany transactions and balances have been eliminated.
Segments
Operating
segments are defined as components of an enterprise about which separate financial information is available that is evaluated
regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing
performance. Our chief operating decision–making group is composed of the chief executive officer. We currently operate
in one segment surrounding our ISO operations.
Recent
Accounting Standards
In
February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
. The ASU requires that a lessee recognize the assets and
liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to
make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the
lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class
of underlying asset not to recognize lease assets and lease liabilities. This new guidance will be effective for annual reporting
periods beginning after December 15, 2019, including interim periods within those annual reporting periods, and early adoption
is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest
period presented using a modified retrospective approach. The Company is currently in the process of evaluating the potential
effect that the adoption of this standard will have on its consolidated financial position and results of operations.
In
May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to establish
ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition
and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is
that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes
a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance
obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance
obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition,
the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts
with customers.
In
August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, which amended the effective date for nonpublic entities
to annual reporting periods beginning after December 15, 2018. In March 2016, the FASB issued an update (ASU 2016-08)
to ASC 606, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the guidance on principal
versus agent considerations. In April 2016, the FASB issued an update (ASU 2016-10) to ASC 606, Identifying Performance Obligations
and Licensing, which provides clarification related to identifying performance obligations and licensing implementation guidance
under ASU 2014-09. In May 2016, the FASB issued an update (ASU 2016-12) to ASC 606, Narrow-Scope Improvements and Practical Expedients,
which amends guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes.
In December 2016, the FASB issued an update (ASU 2016-20) to ASC 606, Technical Corrections and Improvements, which outlines technical
corrections to certain aspects of the new revenue recognition standard such as provisions for losses on construction type contracts
and disclosure of remaining performance obligations, among other aspects. The effective date and transition requirements are the
same as those in ASU 2014-09 for all subsequent clarifying guidance discussed herein.
The
guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method),
or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application
(modified retrospective method). As an Emerging Growth Company, the standard is effective for the Company’s 2019 annual
reporting period and for interim periods after 2019. The Company is currently in the initial phase of analyzing the potential
impact this standard will have on its consolidated financial position and results of operations. The Company expects to apply
the modified retrospective method upon adoption.
The
Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company
does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
NOTE
3 – LIQUIDITY AND CAPITAL RESOURCES
At
June 30, 2019, the Company had cash of $55,418 and a working capital deficit of $1,004,312. For the three and six months
ended June 30, 2019, the Company’s net loss was $472,838 and $879,783, respectively, and its cash used in
operating activities was $188,957 for the six months ended June 30, 2019.
T
he
Company expects to fund future liquidity and capital requirements through cash flow generated from its operating activities
resulting from increases in its merchants and revenues generated. Additionally, included in the working capital deficit as of
June 30, 2019 was accrued payroll, a note payable and other expenses due to the Company’s Chief Executive Officer, Mr.
Ronny Yakov, in the amount of approximately $749,632, which he has agreed to defer receiving payment until the Company has
sufficient working capital. As a result of the recent amendments to its long-term and related party long-term debt
arrangements, coupled with its operations acquired in the business combination and commitment from a related party and
significant stockholder that he will provide any additional financial support, if needed, to satisfy the Company’s debt
or other obligations through November 2020, the Company believes it has sufficient capital to continue operations for a
period of at least twelve months from the date these financial statements were issued. The Company’s future capital
requirements could depend on many factors, including the need to expand its services, competing technological and market
developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to
enhance or complement the Company’s product and service offerings. If the Company is unable to secure additional
capital, it may be required to curtail its future plans and take additional measures to reduce costs in order to conserve
cash.
NOTE
4 – INTANGIBLE ASSETS
Intangible assets, net, consist of the following as of:
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
Merchant Portfolios
|
|
$
|
2,190,000
|
|
|
$
|
2,190,000
|
|
Less Accumulated Amortization
|
|
|
(365,333
|
)
|
|
|
(208,571
|
)
|
Net residual portfolios
|
|
$
|
1,824,667
|
|
|
$
|
1,981,429
|
|
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
Trade name
|
|
$
|
2,500,000
|
|
|
$
|
2,500,000
|
|
Less Accumulated Amortization
|
|
|
(583,000
|
)
|
|
|
(333,333
|
)
|
Net trade name
|
|
$
|
1,917,000
|
|
|
$
|
2,166,667
|
|
Amortization expense for the three and
six months ended June 30, 2019 was $178,782 and $406,429, respectively.
Amortization expense for the three and
six months ended June 30, 2018 was $227,677 and $227,677, respectively.
The
Company’s merchant portfolios and tradename are being amortized over respective useful lives of 7 and 5 years.
The
following sets forth the estimated amortization expense related to amortizing intangible assets for the years ended December 31:
2019 (remainder of year)
|
|
$
|
406,428
|
|
2020
|
|
$
|
812,857
|
|
2021
|
|
$
|
812,857
|
|
2022
|
|
$
|
812,857
|
|
2023
|
|
$
|
479,524
|
|
Thereafter
|
|
$
|
417,144
|
|
Total
|
|
$
|
3,741,667
|
|
The
weighted average remaining useful life of amortizing intangible assets was 5.50 years at June 30, 2019.
NOTE
5 – BUSINESS COMBINATIONS
As
disclosed in Note 1, on April 9, 2018, the Company entered into a Memorandum of Sale by and among the Purchasers and GACP. In
consideration for the sale and transfer of the Acquired Assets at the Closing, the Company assumed certain post-Closing obligations
under assigned contracts and issued GACP a note payable for $12,500,000, through the deemed simultaneous financing of such purchase
price to the Purchasers under the Credit Agreement.
The
Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the
identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The results of
operations of the business acquired by the Company have been included in the consolidated statements of operations since the date
of acquisition. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired
and liabilities assumed was allocated to goodwill. The amount assigned to goodwill was deemed appropriate based on several factors,
including: (i) the multiple paid by market participants for businesses in the merchant card processing business; (ii) levels of
eVance Payments, current and future projected cash flows; and (iii) the Company’s strategic business plan. Goodwill is expected
to be deductible for tax purposes.
The
allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown
below:
Consideration
|
|
|
|
Consideration issued
|
|
$
|
12,500,000
|
|
Identified assets and liabilities
|
|
|
|
|
Cash
|
|
|
42,711
|
|
Accounts and other receivables
|
|
|
480,302
|
|
Note receivable
|
|
|
174,967
|
|
Prepaid expenses
|
|
|
84,945
|
|
Long-term assets
|
|
|
348,367
|
|
Property and equipment
|
|
|
106,600
|
|
Accounts payable
|
|
|
(180,231
|
)
|
Accrued Expenses
|
|
|
(105,877
|
)
|
Merchant portfolios
|
|
|
2,190,000
|
|
Tradename
|
|
|
2,500,000
|
|
Total identified assets and liabilities
|
|
|
5,641,784
|
|
|
|
|
|
|
Excess purchase price allocated to goodwill
|
|
$
|
6,858,216
|
|
Unaudited
pro forma results of operations for the three and six months ended June 30, 2018, as if the Company and its subsidiaries
had been combined on January 1, 2018, are presented below. The pro forma results include estimates and assumptions which management believes
are reasonable. The pro forma results do not include any anticipated cost savings or other effects of the planned integration
of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had
been in effect on the date indicated, or which may result in the future. The unaudited pro forma results of operations are as
follows:
|
|
Three Months Ended
June 30,
2018
|
|
|
Six Months
Ended
June 30,
2018
|
|
Revenues
|
|
$
|
3,226,965
|
|
|
$
|
6,478,529
|
|
Operating income (loss)
|
|
$
|
94,192
|
|
|
$
|
(59,123
|
)
|
Other expense
|
|
|
(212,907
|
)
|
|
|
(1,326,109
|
)
|
Net loss
|
|
$
|
(118,715
|
)
|
|
$
|
(1,385,232
|
)
|
Net loss per share – basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
NOTE
6 – COMMON CONTROL MERGERS
On
May 9, 2018, the Company acquired 100% of Omnisoft in exchange for the issuance of 55,000,000 shares of common stock. The acquisition
of Omnisoft., was determined to be a common control transaction as each Company has the same two shareholders with a majority
ownership. As a result, the assets and liabilities assumed were recorded on the Company’s consolidated financial statements
at their respective carry-over basis. Under ASC 805, “Business Combinations,” the Company recorded the common control
merger as of the earliest date presented in these consolidated financial statements, or January 1, 2018.
On
May 9, 2018, the Company acquired 100% of Crowdpay in exchange for 87,500,000 shares of common stock. The acquisition of Crowdpay.,
as a wholly owned subsidiary is considered a common control transaction as each Company has the same shareholder with a majority
ownership. As a result, the assets and liabilities assumed were recorded on the Company’s consolidated financial statements
at their respective carry-over basis. Under ASC 805, “Business Combinations,” the Company recorded the common control
merger as of the earliest date presented in these condensed consolidated financial statements, or January 1, 2018.
NOTE
7 – NOTE PAYABLE
In
order to finance the Asset Acquisition, GACP, as administrative agent and collateral agent (“Agent”), and as the initial
sole lender thereunder, provided a term loan of $12,500,000 (the “Term Loan”) to the Purchasers, Omnisoft, Inc., a
Delaware corporation and CrowdPay.us, Inc., a New York corporation, each of Omnisoft and Crowdpay being affiliates of the Company’s
majority stockholder, which obligations are guaranteed by the Company (collectively with the Borrowers, the “Loan Parties”),
under the Loan and Security Agreement (the “Credit Agreement”), dated as of April 9, 2018, by and among the Loan Parties,
the lenders from time to time party thereto as lenders (the “Lenders”) and the Agent.
The
Term Loan matures in full on April 9, 2021, the third anniversary of the Closing. $1,000,000 of the principal amount under the
Term Loan must be repaid on or prior to July 15, 2018, and an additional $2,000,000 in principal due on or prior to October 31,
2018 (in each case subject to earlier repayment under certain circumstances, including if a Loan Party consummates an equity financing),
with the remaining principal due upon maturity. The Term Loan can be prepaid without penalty in part by the Loan Parties with
ten days’ prior written notice to the Agent, and in full within thirty days’ prior written notice. The Term Loan is
subject to an interest rate of 9.0% per annum, payable monthly in arrears.
The
obligations of the Loan Parties under the Credit Agreement are secured by all of their respective assets and the Loan Parties
pledged all of their assets as collateral for their obligations under the Credit Agreement. Additionally, the Company pledged
its ownership interests in the Purchasers and any of its other subsidiaries that it may form or acquire from time to time.
The
Credit Agreement includes customary representations, warranties and financial and other covenants of the Loan Parties for the
benefit of the Lenders and the Agent. The obligations of the Loan Parties under the Credit Agreement are subject to customary
events of default for a secured term loan. Each Loan Party is jointly and severally liable for the obligations under the Credit
Agreement.
On
July 30, 2018, the Company entered into Amendment No. 1 to the Loan and Security Agreement (the “Amendment”) amending
that certain Loan and Security Agreement, dated as of April 9, 2018 (the “Original Credit Agreement,” and as amended
by the Amendment, the “Credit Agreement”), by and among GACP Finance Co., LLC, as administrative agent and collateral
agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc.,
as borrowers, and the Company, as parent guarantor. Pursuant to the Amendment, among other things, the lenders (i) waived the
Company’s existing defaults under the Original Credit Agreement for its failure to make payment of $1,000,000 (the “initial
payment”) under the Original Credit Agreement on or prior to July 15, 2018 and to deliver to the lenders unaudited monthly
financial statements and compliance certificates of the Company, (ii) extended the date on which the initial payment was required
to be made to July 30, 2018 and extended the date on which the Company is required to provide audited financial statements for
the fiscal years ended December 31, 2017 and 2018, (iii) permitted the Company to enter into a subordinated loan arrangement for
the Note concurrently with the Amendment such that the Company could make the initial payment under the terms of the Credit Agreement,
and permitted the Note to be repaid either from the sale of the Note Collateral Shares or at any time after the second payment
under the Credit Agreement. The Company borrowed $1,000,000 from a related party (Note 11) in order to make its first scheduled
payment.
On
November 14, 2018, the $2,000,000 second payment due under the Original Credit Agreement that was due by October 31, 2018 was
paid. The Company borrowed $2,000,000 from a related party (Note 10) in order to make its second scheduled payment. Total interest
expense for the GACP loan incurred during the three and six months ended June 30, 2019 was $216,125 and $429,827, respectively,
$71,250 of which is accrued as of June 30, 2019. Total interest expense for the three and six months ended June 30, 2018 was $185,625
and $185,625 , respectively. Total interest expense incurred during the year ended December 31, 2018 was $791,625,
$73,625 of which is accrued as of December 31, 2018.
On
February 5, 2019, the Company entered into Amendment No. 3 to Loan and Security Agreement (the “Amendment”) amending
that certain Loan and Security Agreement, dated as of April 9, 2018 (the “Original Credit Agreement,” and as amended,
including by the Amendment, the “Credit Agreement”), by and among GACP Finance Co., LLC, as administrative agent and
collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us,
Inc., as borrowers, and the Company, as parent guarantor. Pursuant to the Amendment, among other things, the lenders waived the
Company’s existing default under the Original Credit Agreement for its failure to comply with certain financial covenants
set forth in the Original Credit Agreement and the parties amended the terms of the financial covenants that the Company must
comply with.
NOTE
8 - WARRANTS
Pursuant
to and as additional consideration for the Term Loan under the Credit Agreement, on April 9, 2018 the Company issued to GACP a
Warrant to purchase 1,200,000 shares of common stock of the Company at an exercise price of $0.25 per share, subject to adjustment
as set forth in the Warrant. The Warrant is exercisable by GACP at any time from the Issuance Date until the later of (i) the
third (3
rd
) anniversary of the Issuance Date and (ii) the date on which all obligations under the Credit Agreement
have been satisfied in full. The Warrant may be redeemed for $0.0001 per Warrant Share, at the sole discretion of the Company,
at any time after the six (6) month anniversary of the Issuance Date if the closing sales price of the Company’s common
stock equals or exceeds $5.00 per share on each of the 20 trading days within any 30 day trading day period ending on the third
(3
rd
) trading day prior to the date on which the Company provides a notice of redemption. GACP has certain piggy-back
registration rights as set forth in the Warrant with respect to the Warrant Shares to be issued upon exercise of the Warrant.
After the six (6) month anniversary of the Issuance Date, GACP can exercise the Warrant using a “cashless exercise”
feature to the extent that GACP exercises the Warrant for a number of Warrant Shares in excess of the number Warrant Shares that
have been registered for resale under U.S. securities laws.
As
additional consideration for the Term Loan under the Credit Agreement, on April 9, 2018 the Company also entered into a letter
agreement (the “Additional Warrants Agreement”) with GACP, pursuant to which the Company agreed that if the Company
at any time after the Closing and prior to the satisfaction of all outstanding obligations under the Credit Agreement requests
for GACP to provide debt financing for the acquisition of a company or operating business by the Company or its subsidiaries,
and GACP or its affiliates provide all of the debt financing for such acquisition, the Company will issue to GACP a warrant to
purchase 200,000 shares of the Company’s common stock (an “Additional Warrant”) upon the closing of such debt-financing,
with such Additional Warrant in substantially the same form as the Warrant, up to a total of four (4) Additional Warrants for
four debt-financed acquisitions under the Additional Warrants Agreement. The exercise price of the Additional Warrants, if issued,
will be $0.30 per share for the first Additional Warrant, $0.35 per share for the second Additional Warrant, $0.40 per share for
the third Additional Warrant and $0.45 per share for the fourth Additional Warrant, with the number of shares and exercise price
subject to adjustment as set forth in the Additional Warrants Agreement and the Additional Warrant.
The
warrants have an exercise price of $0.25 and expire in three years. The aggregate fair value of the warrants, which was charged
to interest expense, totaled $7,660 based on the Black Scholes Merton pricing model using the following estimates: exercise price
of $0.25, 2.28% risk free rate, 114.11% volatility and expected life of the warrants of 3 years.
A
summary of the status of the Company’s outstanding stock warrants as of June 30, 2019 is presented below:
Range of Exercise Prices
|
|
|
Number Outstanding
6/30/2019
|
|
|
Weighted Average
Remaining Contractual
Life
|
|
Weighted Average
Exercise Price
|
|
$
|
0.25
|
|
|
|
1,200,000
|
|
|
1.75 years
|
|
$
|
0.25
|
|
The
aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the
Company’s stock price as of June 30, 2019, which would have been received by the warrant holder had the warrant holder exercised
their warrants as of that date.
NOTE
9 – STOCK OPTIONS
Pursuant
to the terms on the employment agreement with Mr. Yakov he was granted 200,000 common stock options on January 1, 2019. The grant
shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant. The options have an exercise price
of $0.001 and expire in three years after each vest date. The aggregate fair value of the options totaled $39,814 based on
the Black Scholes Merton pricing model using the following estimates: exercise price of $0.001, 2.47% risk free rate, 104.8% volatility
and expected life of the options of 4 years. The fair value is being amortized over the applicable vesting period and credited
to additional paid in capital.
A
summary of the status of the Company’s outstanding stock options and changes during the year is presented below:
Stock Options
|
|
Shares
|
|
|
Weighted Average Exercise
Price
|
|
|
Aggregate
Intrinsic
Value
|
|
Options outstanding at January 1, 2019
|
|
|
8,155,168
|
|
|
$
|
0.0001
|
|
|
|
-
|
|
Granted
|
|
|
200,000
|
|
|
$
|
0.001
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
Options outstanding June 30, 2019
|
|
|
8,355,168
|
|
|
$
|
0.0001
|
|
|
$
|
3,340,872
|
|
Shares exercisable at June 30, 2019
|
|
|
1,657,702
|
|
|
$
|
0.0001
|
|
|
$
|
662,843
|
|
NOTE
10 – RELATED PARTY TRANSACTIONS
On
July 30, 2018, pursuant to the terms of the Amendment (Note 7), the Company issued to Mr. John Herzog, a significant stockholder
of the Company a subordinated promissory note in the principal amount of $1,000,000 (the “Note”) for cash proceeds
of $1,000,000. The Note initially matured on March 31, 2019 (though the Company has the right to prepay the Note, in whole or
in part, at any time prior to maturity) and bears interest at a rate of 12% per annum, compounding annually. The Note is subordinated
to the Credit Agreement. The Company used the proceeds received to make the initial payment under the Credit Agreement.
On
November 14, 2018, the Company issued to John Herzog, a subordinated promissory note in the principal amount of $2,000,000 for
cash proceeds of $2,000,000.
On
March 1, 2019, the Company entered into Amendment No. 1 to Subordinated Promissory Note (the “
Subordinated
Note Amendment
”) with Mr. Herzog. The purpose of the Subordinated Note Amendment was
to amend that certain subordinated promissory note issued on July 26, 2018 in the principal amount of $1,000,000 to reflect an
increase in the amount of principal due under the note from $1,000,000 to $3,000,000 reflecting a payment made by the payee to
the Company of $2,000,000 on November 14, 2018 (the proceeds of which were used by the Company to make a second required payment
under the
Credit Agreement) and to extend the maturity date of the Note from
March 31, 2019 to September 30, 2020.
On June 25, 2019, the Company entered into Amendment No. 2 to the subordinated promissory
note with Mr. Herzog. The purpose of the amendment was to amend the maturity date of such subordinated promissory note such that
it will be extended until September 30, 2022.
Total
interest expense on the two loans from Mr. Herzog for the three and six months ended June 30, 2019 was $88,753 and $178,521, respectively.
Total accrued interest as of June 30, 2019 and December 31, 2018 is $221,370 and $52,849, respectively.
As
of June 30, 2019 and December 31, 2018, the Company has total accrued compensation due to Mr. Yakov of $568,039 and $568,292,
respectively, and advances to be repaid to Mr. Yakov of $17,684 and $17,684, respectively.
On
August 10, 2018, Ronny Yakov, the CEO, loaned the Company $25,000, in order to pay for audit services. Mr. Yakov loaned the Company
an additional $132,789 to the Company during the six months ended June 30, 2019. The loans are unsecured, bears interest at 12%
and are due on demand. As of June 30, 2019 and December 31, 2018 there is $6,120 and $1,184 of interest accrued, respectively,
on these loans. Interest expense for the three and six months ended June 30, 2019 was $3,753 and $4,937, respectively.
NOTE
11 – COMMITMENTS AND CONTINGENCIES
In
the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary
course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable
and estimable settlements.
On
October 20, 2017, the Company entered into a new employment agreement with Mr. Yakov for 7 years effective January
1, 2018 through December 31, 2024. The agreement provides for an annual salary of $375,000, fringe benefits ($2,500 monthly automobile
allowance, any benefit plans of the Company and 4 weeks paid vacation), an incentive bonus of $200,000 based on the achievement
of certain performance criteria and an acquisition bonus equal to two (2%) percent of the gross purchase price paid in connection
therewith upon the closing of any acquisition directly or indirectly by the Company or its subsidiaries during the Employment
Period of any company or business (including purchases of all or substantially all of the assets of any such entity) having then
existing sales of not less than three million five hundred thousand dollars ($3,500,000). As of June 30, 2019, no bonuses have
been paid or accrued.
Office
Lease
The
Company leases its Georgia office facilities under an operating lease expiring in November 2019 . Monthly lease payments
range from $8,278 to $9,046 throughout the term of the lease.