We have audited the accompanying balance sheets of iCoreConnect, Inc. (the “Company”) as of December 31, 2019 and 2018, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2019 and 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s evaluations of the events and conditions and management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board of the United States of America (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Notes to Consolidated Financial Statements
(All amounts rounded to the nearest thousand except share amounts)
1. NATURE OF OPERATIONS
iCoreConnect Inc., (the “Company”), a Nevada Corporation, builds secure cloud-based HIPAA compliant communications systems, productivity and technology framework software focused on healthcare, although the core technology can be adopted to other vertical markets that require a high degree of secure data communication, such as the legal, financial and education fields.
In April 2019 the Company acquired technology and certain other assets from ClariCare, Inc. ClariCare created a cloud-based dental analytics and practice management software which empowers dentists to manage their practices more efficiently. The acquisition of ClariCare’s technology is now being developed by the Company and rebranded as iCoreHuddle.
On January 3, 2020, the Company purchased the assets of Computer Plumber, LLC, doing business as TrinIT (“TrinIT”), an IT service company located in the Charlotte, North Carolina area to complement our technology line up.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the year ended December 31, 2019, the Company generated an operating loss of $3,380,000. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of $74,340,000, $465,000 and $1,382,000 at December 31, 2019, respectively. The Company’s activities were primarily financed through private placements of equity securities. The Company intends to raise additional capital through the issuance of debt or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern.
Currently, management intends to develop a significantly improved healthcare communications system and intends to develop alliances with strategic partners to generate revenues that will sustain the Company. While management believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. Management’s ability to continue as a going concern is ultimately dependent upon its ability to continually increase the Company’s customer base and realize increased revenues from signed contracts. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below.
Cash and Cash Equivalents
The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are customer obligations due under normal trade terms. We maintain an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due us. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $17,000 and $12,000 as of December 31, 2019 and 2018, respectively.
Property, Equipment and Depreciation
Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight line method over the estimated useful lives of the assets which are computers and office equipment (3 years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred.
Software Development Costs and Acquired Software
The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized.
We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the straight line amortization over three years.
Impairment of Long Lived Assets
Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset.
Goodwill
Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value of the net assets acquired. Goodwill is reviewed for impairment annually or when events or circumstances indicate that the carrying value of the reporting unit may exceed its fair value. If the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized. The Company did not recognize any impairment charges for each of the years ended December 31, 2019 and 2018.
Revenue Recognition
We have 3 primary sources of revenue as of December 31, 2019:
1. Electronic Health Records (EHR/Practice Management) software
2. Encrypted and HIPAA Compliant Secure email
3. ICD Coding Software
1) Revenue from EHR software licensing arrangements include private cloud hosting services provided to clients that have purchased a perpetual or specific term license to our EHR software solution and who have contracted with us to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the private cloud hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. Private cloud hosting services are not deemed to be essential to the functionality of the software. The Company recognizes revenue from the sale or licensing of its EHR software at the time the customer has access to use the software, with deferral of revenues associated with the cloud hosting and post contract support performance objectives, allocated based on relative fair values.
The Company defers revenue from the sale of its EHR software products associated with cloud hosting and post contract support performance objectives over the term of the license agreement. Cloud hosting performance objective revenues are deferred based on forecasted cloud storage costs, encrypted secure email performance revenues are deferred based on the forecasted sales price of those services to other customers of the Company and customer support performance revenues are deferred based on forecasted customer support costs based on Company experience.
2) Encrypted HIPAA compliant secure email services are provided on an annual subscription basis using the software as a service (“SaaS”) model with revenues recognized ratably over the contract term.
3) ICD Coding Software provides the 10th revision of the International Statistical Classification of Diseases and Related Health Problems (ICD), a medical classification list by the World Health Organization (WHO). It contains codes for diseases, signs and symptoms, abnormal findings, complaints, social circumstances, and external causes of injury or diseases. ICD coding services are provided on a subscription basis using the software as a service (“SaaS”) model with revenues recognized ratably over the contract term. The length of the contract period varies from monthly to multiyear.
On January 3, 2020, the Company purchased the assets of Computer Plumber, LLC, doing business as TrinIT (“TrinIT”), an IT service company located in the Charlotte, North Carolina area to complement our technology line up. TrinIT generates revenue primarily from their: 1) monthly recurring “Managed Service Provider (MSP)” model, 2) periodic sale and installation of IT related hardware, and 3) ad hoc customer IT projects. The MSP model revenue is recognized monthly on a recurring basis while the revenue relating to IT hardware and ad hoc customer IT projects is recognized when the services are performed. (See Note 13).
Advertising Costs
Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the year in which incurred. Advertising costs were $34,000 and $47,000 for the years ended December 31, 2019 and 2018, respectively.
Accounting for Derivative Instruments
The Company accounts for derivative instruments in accordance with ASC 815, which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements.
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and preferred stock instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.
Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability.
Income Taxes
The Company follows the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between the financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Valuation allowances are established when it is necessary to reduce deferred income tax assets to the amount, if any, expected to be realized in future years.
ASC 740, Accounting for Income taxes (“ASC 740”), requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion more likely than not will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future taxable income by taxing jurisdictions, the carry forwarding periods available to us for tax reporting purposes and other relevant factors.
The Company has not recognized a liability for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits or penalties has not been provided since there has been no unrecognized benefit or penalty. If there were an unrecognized tax benefit or penalty, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files U.S. Federal income tax returns and various returns in state jurisdictions. The Company's open tax years subject to examination by the Internal Revenue Service and the state Departments of Revenue generally remain open for three years from the date of filing.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and to the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, convertible preferred stock and convertible notes in the weighted average number of common shares outstanding for a period, if dilutive. Common stock equivalents that are anti-dilutive were excluded from the computation of diluted earnings per share which consisted of all outstanding common stock options and warrants.
Stock-Based Compensation
The Company uses the fair value method to account for the granting of options to purchase shares of its stock whereby all awards are recorded at fair value on the date of the grant. Share based awards with a performance condition are measured based on the probable outcome of that performance condition during the requisite service period. Such an award with a performance condition is accrued if it is probable that a performance condition will be achieved. Compensation costs for stock-based payments that do not include performance conditions are recognized on a straight-line basis. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.
The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the option grant date. The Company estimates the volatility of its common stock at the date of grant based on its historical stock prices. The Company determines the expected life based on the “simplified” method as allowed by SAB 107. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The fair value of shares of restricted stock issued are determined by the Company based on the estimated fair value of the Company’s common stock.
The Company issued options to purchase 135,000 shares of common stock to certain employees of the Company during the year ended December 31, 2019 and options to purchase 1,300,000 shares of common stock during the year ended December 31, 2018. The Company used the following assumptions for options granted during the years ended December 31, 2019 and 2018:
|
|
December 31,
|
|
|
December 31,
|
|
Equity Incentive Plan Assumptions
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Expected Term (years)
|
|
2 years
|
|
|
2 years
|
|
Weighted average volatility
|
|
|
100
|
%
|
|
|
100
|
%
|
Weighted average risk free rate
|
|
|
2.76
|
%
|
|
|
2.76
|
%
|
Expected dividends
|
|
$
|
0
|
|
|
$
|
0
|
|
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires a lessee, in most leases, to initially recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. The guidance requires adoption using a modified retrospective transition approach with either 1) periods prior to the adoption date being recast or 2) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast. The Company adopted this standard on January 1, 2019 using the cumulative-effect adjustment method and elected certain practical expedients allowed under the standard. As a result of the adoption, the Company increased assets and liabilities by approximately $112,000 and $125,000, respectively, and decreased retained earnings on January 1, 2019 by $13,000.
The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations and cash flows.
4. COMMON STOCK AND PREFERRED STOCK
Stock Issuances
During the year ended December 31, 2019, the Company issued 12,435,759 shares of common stock for cash and conversion of notes payable proceeds totaling $3,217,000. The Company also issued 2,301,007 shares of common stock to acquire technology and certain other assets of ClariCare Inc. (See Note 12). The Company also issued 66,666 shares of common stock as compensation to a former employee for services performed. The Company authorized 675,000 shares of restricted stock as compensation to certain executives and directors for services performed, of which 412,500 shares vested and were issued in 2019 with the remaining 262,500 shares vesting evenly in 2020 and 2021. Lastly, the Company issued 1,396,026 shares of restricted stock during 2019 related to the vesting of prior year restricted stock grants.
During the year ended December 31, 2018, the Company issued 9,265,801 shares of common stock for cash proceeds totaling $2,649,000. The Company also issued 3,400,000 shares of common stock for the purchase of all of the outstanding common stock of Electro-Fish Media (See Note 12). The Company also issued 340,525 shares of common stock as compensation to certain directors and vendors for services performed. The Company issued 5,287,161 shares of restricted stock as compensation to certain executives and directors for services performed, of which 3,191,440 shares vested and were issued in 2018 with the remaining 2,095,720 shares vesting evenly in 2019 and 2020. Lastly, 348,167 shares of restricted stock issued by the Company in 2017 vested during 2018.
Stock Options
Certain employees and executives have been granted options or warrants that are compensatory in nature. A summary of option activity for the year ended December 31, 2019 and 2018 are presented below:
Options Outstanding
|
|
Number of Options
|
|
|
Weighted Average Exercise Price
|
|
|
Weighted Average Remaining Contractual Term in Years
|
|
|
Aggregate Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Outstanding - January 1, 2018
|
|
|
198,402
|
|
|
$
|
10.40
|
|
|
|
0.7
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,300,000
|
|
|
$
|
0.25
|
|
|
|
10.2
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited/expired
|
|
|
(142,245
|
)
|
|
$
|
9.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Outstanding - December 31, 2018
|
|
|
1,356,157
|
|
|
$
|
0.31
|
|
|
|
9.8
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable - December 31, 2018
|
|
|
489,490
|
|
|
$
|
0.29
|
|
|
|
9.1
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Outstanding - January 1, 2019
|
|
|
1,356,157
|
|
|
$
|
0.31
|
|
|
|
9.8
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
135,000
|
|
|
$
|
0.15
|
|
|
|
9.2
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(81,157
|
)
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
Balance Outstanding - December 31, 2019
|
|
|
1,410,000
|
|
|
$
|
0.24
|
|
|
|
9.2
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable - December 31, 2019
|
|
|
976,667
|
|
|
$
|
0.24
|
|
|
|
9.2
|
|
|
$
|
-
|
|
Nonvested Options
|
|
Number of
Options
|
|
|
Weighted Average Grant Date Fair Value
|
|
|
Weighted Average Remaining Years to Vest
|
|
Nonvested - January 1, 2018
|
|
|
18,719
|
|
|
$
|
10.40
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,300,000
|
|
|
$
|
0.13
|
|
|
|
|
|
Vested
|
|
|
(452,052
|
)
|
|
$
|
0.31
|
|
|
|
|
|
Forfeited/expired
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested - December 31, 2018
|
|
|
866,667
|
|
|
$
|
0.13
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested - January 1, 2019
|
|
|
866,667
|
|
|
$
|
0.13
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
135,000
|
|
|
$
|
0.15
|
|
|
|
|
|
Vested
|
|
|
(568,334
|
)
|
|
$
|
0.13
|
|
|
|
|
|
Forfeited/expired
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Nonvested - December 31, 2019
|
|
|
433,333
|
|
|
$
|
0.13
|
|
|
|
0.6
|
|
Future compensation related to nonvested awards expected to vest of $56,000 is estimated to be recognized over a weighted average vesting period of approximately 0.6 years.
Restricted Stock Compensation
On February 21, 2019, the Company’s Board of Directors approved the grant of 200,000 restricted shares of common stock to Directors of the Company, for services to be rendered during 2019, all of which shares vested on December 31, 2019. Compensation expense related to this grant for the year 2019 was $50,000 based upon the estimated fair value of our common stock of $0.25 per share.
On February 21, 2019, the Company’s Board of Directors approved the grant of 475,000 restricted shares of common stock to management, for services rendered, of which 212,500 shares vested on the date of the Board of Director approval, with 131,250 shares vesting on each of the next two anniversary dates of the Board of Director approval. The total unvested restricted stock of 262,500 shares has been excluded from the shares of common stock outstanding on December 31, 2019 in the accompanying financial statements due to the restrictions on the shares. Compensation expense related to this grant for the year 2019 was approximately $81,000 based upon the estimated fair value of our common stock of $0.25 per share. Compensation expense of approximately $33,000 and $5,000 will be recognized related to this grant for each of the years 2020 and 2021, respectively.
The Company plans to grant 1,000,000 restricted shares of common stock to an officer, for services rendered and a note extension, effective 2020. Compensation expense related to this planned grant for the year 2019 was $250,000 based upon the estimated fair value of our common stock of $0.25 per share, the offset to which is included in accrued expenses in the 2019 Consolidated Balance Sheets.
On April 1, 2018, the Company reached an agreement with a Director of the Company, to issue 1,000,000 shares of restricted common stock as compensation for past services including securities offerings, financings, special projects and other matters similar in nature of which 333,333 shares vested upon issuance and 666,667 shares will vest evenly in 2019 and 2020. The total unvested restricted stock of 333,334 shares has been excluded from the shares of common stock outstanding on December 31, 2019 in the accompanying financial statements due to the restrictions on the shares. Compensation expense related to this grant for the year 2019 was approximately $83,000 based upon the estimated fair value of our common stock of $0.25 per share. Compensation expense related to this grant of approximately $31,000 will be recognized in 2020.
On May 22, 2018, the Company’s Board of Directors approved the grant of 4,287,161 shares of restricted common stock to management, for services rendered, of which 2,858,107 shares vested upon issuance and 1,429,054 shares vest evenly in 2019 and 2020. The total unvested restricted stock as of December 31, 2019 of 714,527 shares has been excluded from the shares of common stock outstanding on December 31, 2019 in the accompanying financial statements due to the restrictions on the shares. Compensation expense related to this grant for the year 2019 was approximately $179,000 based upon the estimated fair value of our common stock of $0.25 per share. Compensation expense related to this grant of approximately $67,000 will be recognized in 2020.
On November 3, 2017, our Board of Directors approved and authorized the issuance of 2,500,000 restricted shares of common stock to Directors of the Company and certain employees according to the terms of the 2016 Employee Long-Term Incentive Compensation Plan. All shares for Mr. McDermott and Mr. Douglas vested on the date of Board of Director approval, with all other shares to vest as follows: 33% on the date of Board of Director approval, with 33% on each of the next two anniversary dates of the Board of Director approval. Compensation expense related to this grant for the year 2019 was approximately $96,000 based on the estimated fair value of our common stock of $0.25 per share. Of the 2,500,000 restricted shares of common stock authorized on November 3, 2017, there were 2,428,000 shares that vested and 72,000 shares that were forfeited as of December 31, 2019.
Warrants
During the year ended December 31, 2019, the Company issued 55,000 warrants related to subscriptions of common stock which warrants have an exercise price of $1.35 per share and will expire on December 31, 2020. During the year ended December 31, 2019, none of these warrants expired or were exercised.
During the year ended December 31, 2018, the Company issued 4,002,646 warrants related to subscriptions of common stock which warrants have an exercise price of $1.35 per share and will expire on December 31, 2020. During the year ended December 31, 2018, 72,669 warrants expired and none were exercised.
The outstanding warrants issued by the Company contain a provision that allows the Company to redeem any or all outstanding and unexercised Warrants at a redemption price of $0.001 per Warrant upon fourteen (14) days’ written notice in the event (i) a Registration Statement registering for sale under the Securities Act of 1933, as amended (the “Act”), the shares of the Company’s Common Stock issuable upon exercise of these Warrants, has been filed with the Securities and Exchange Commission and is in effect on the date of written notice given by the Company to the holders of the warrants, (ii) there exists on the date of the written notice a public trading market for the Company’s Common Stock and such shares are listed for quotation on the NASDAQ Stock Market or the OTC Bulletin Board, (iii) the public trading price of the Company’s Common Stock has equaled or exceeded 150% of the Exercise Price, as then in effect, for twenty (20) of the preceding thirty (30) Trading Days immediately preceding the date of such notice, and (iv) the average daily trading volume during such period has been at least 50,000 shares. The holders of the Warrants called for redemption shall have the right to exercise the Warrants until the close of business on the date next preceding the date fixed for redemption.
|
|
Warrants
|
|
|
Weighted Average Exercise Price
|
|
Outstanding at January 1, 2018
|
|
|
7,643,003
|
|
|
$
|
1.34
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
4,002,646
|
|
|
$
|
1.35
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
Expired
|
|
|
(72,669
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2018
|
|
|
11,572,980
|
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2019
|
|
|
11,572,980
|
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
55,000
|
|
|
$
|
1.35
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
Expired
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2019
|
|
|
11,627,980
|
|
|
$
|
1.35
|
|
5. PROPERTY AND EQUIPMENT
Property and equipment is stated at cost and consist of the following:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Furniture and fixtures
|
|
$
|
8,000
|
|
|
$
|
8,000
|
|
Leasehold improvements
|
|
|
26,000
|
|
|
|
26,000
|
|
Equipment
|
|
|
16,000
|
|
|
|
16,000
|
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Less accumulated depreciation
|
|
|
(44,000
|
)
|
|
|
(39,000
|
)
|
|
|
$
|
6,000
|
|
|
$
|
11,000
|
|
Depreciation expense on property and equipment for the years ended December 31, 2019 and 2018, were $5,000 and $4,000, respectively.
6. SOFTWARE DEVELOPMENT COSTS
A summary of the capitalization and amortization of software development costs as of the dates indicated follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Development costs
|
|
$
|
1,936,000
|
|
|
$
|
1,513,000
|
|
Acquired technology
|
|
|
1,277,000
|
|
|
|
630,000
|
|
Less accumulated amortization
|
|
|
(1,697,000
|
)
|
|
|
(1,069,000
|
)
|
|
|
$
|
1,516,000
|
|
|
$
|
1,074,000
|
|
Amortization of software development costs and acquired technology for the years ended December 31, 2019 and 2018, were $628,000 and $377,000, respectively. The Company also amortized acquired customer relationship assets related to the ICDLogic LLC acquisition (See Note 12), of $ 22,000 during the year ended December 31, 2019.
7. LINE OF CREDIT
The Company had a revolving line of credit agreement in the amount of $500,000 which had an outstanding balance of $498,000 as of June 30, 2019. All outstanding principal and interest under the line of credit was due and payable on July 15, 2019. In August 2019 the counterparty to the line of credit agreement sold its interest in the line to a limited liability company (LLC) of which at least one stockholder of the Company was a member. In September 2019 the amount owing to the LLC was paid in full and the Company was released of all of its obligations under the line of credit.
8. LONG-TERM DEBT
Our notes payable (including accrued interest) are summarized as follows:
|
|
|
|
December 31
|
|
|
December 31
|
|
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Note payable bearing interest at 12.0% per annum, due December 31, 2020
|
|
$
|
118,000
|
|
|
$
|
106,000
|
|
(2)
|
|
Note bearing interest at 8% per annum
|
|
|
-
|
|
|
|
494,000
|
|
(3)
|
|
Non-interest bearing note
|
|
|
-
|
|
|
|
10,000
|
|
(4)
|
|
Related Party Long term debt bearing interest at 8%, due April 15, 2021
|
|
|
93,000
|
|
|
|
92,000
|
|
(5)
|
|
Related Party Promissory note bearing interest at 18%, due December 31, 2020
|
|
|
556,000
|
|
|
|
714,000
|
|
(6)
|
|
Convertible note bearing interest at 10%, due August 8, 2020
|
|
|
81,000
|
|
|
|
-
|
|
(7)
|
|
Convertible note bearing interest at 10%, due December 16, 2020
|
|
|
45,000
|
|
|
|
-
|
|
|
|
|
|
|
893,000
|
|
|
|
1,416,000
|
|
|
|
Less current maturities
|
|
|
(880,000
|
)
|
|
|
(1,361,000
|
)
|
|
|
Total Long-term debt
|
|
$
|
13,000
|
|
|
$
|
55,000
|
|
Total future minimum payments due on long-term debt as of December 31, 2019:
2020
|
|
|
880,000
|
|
2021
|
|
|
13,000
|
|
|
|
|
893,000
|
|
|
1.
|
The Company issued a note payable on December 31, 2018 with a principal amount of $100,000 bearing interest at a rate of 12% per annum, with quarterly accrued interest payments and with a balloon payment due by the maturity date of December 31, 2019. The balloon payment due on December 31, 2019 was not made and the Company issued, in exchange for the original note, a new note dated December 31, 2019 with a principal amount of $100,000 bearing interest at a rate of 12% per annum, with quarterly accrued interest payments and a balloon payment due on the maturity date of December 31, 2020. The amounts owing on the note as of December 31, 2019 were $100,000 of principal plus $18,000 of accrued interest.
|
|
|
|
|
2.
|
During the year ended December 31, 2019, the Company determined that due to the statute of limitations, this obligation has been legally extinguished and as such has recognized a gain on cancellation of debt totaling $511,000.
|
|
|
|
|
3.
|
During the year ended December 31, 2019, the Company determined that due to the statute of limitations, this obligation has been legally extinguished and as such has recognized a gain on cancellation of debt totaling $10,000.
|
|
|
|
|
4.
|
The Company executed a promissory note payable to a director of the Company as a part of the terms to a settlement agreement dated April 1, 2018 with a principal amount of $113,000 bearing interest at a rate of 8.0% per annum. Principal payments in the amount of $3,000 with accrued interest were payable monthly starting May 15, 2018.
|
|
|
|
|
5.
|
The Company issued a note payable on December 31, 2018 with a principal amount of $714,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and with a balloon payment due by the maturity date of December 31, 2019. The balloon payment due on December 31, 2019 was not made and the Company issued, in exchange for the original note, a new note dated December 31, 2019 with a principal amount of $556,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and a balloon payment due by the maturity date of December 31, 2020. The amounts owing on the note as of December 31, 2019 were $556,000 of principal plus a nominal amount of accrued interest.
|
|
|
|
|
6.
|
In August 2019 the Company signed a $78,000 convertible promissory note due twelve months after issuance and received $75,000 net of closing fees. Interest at 10% per annum is not due until maturity. The amounts owing on the convertible note as of December 31, 2019 were $78,000 in principal with accrued interest of $3,000. One hundred eighty (180) days following the date of funding and thereafter, the note is convertible into common stock of the Company ("Common Stock"). The conversion price of the Note is 61% of the Market Price (as defined in the Note) for the Common Stock (a discount of 39%). The conversion price is determined on the basis of the average of the three (3) lowest closing bid prices for the Common Stock during the prior fifteen (15) trading day period. There is an ascending prepayment penalty percentage applied should the Company prepay the note during the first one hundred eighty (180) days after which the Company shall have no right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time.
|
|
|
|
|
7.
|
In December 2019 the Company signed a $45,000 convertible promissory note payable to a different finance company due twelve (12) months after issuance and received $40,000 net of closing fees. Interest at 10% per annum is not due until maturity. The amounts owing on the convertible note as of December 31, 2019 were $45,000 of principal and a nominal amount of accrued interest. One hundred eighty (180) days following the date of funding and thereafter, the note is convertible into common stock of the Company ("Common Stock"). The conversion price of the Note is 61% of the Market Price (as defined in the Note) for the Common Stock (a discount of 39%). The conversion price is determined on the basis of the lowest traded price for the Common Stock during the prior twenty (20) trading day period. There is an ascending prepayment penalty percentage applied should the Company prepay the note during the first one hundred eighty (180) days after which the Company shall have no right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time.
|
9. INCOME TAXES
The Company has incurred net losses since inception. As of December 31, 2019, the Company had cumulative federal net operating loss carryforwards of approximately $6,433,000, which are available to be carried forward indefinitely and federal net operating loss carryforwards of approximately $57,031,000 which at the latter date may be carried forward for tax years ending through December 31, 2037. Utilization of NOL carryforwards may be limited under various sections of the Internal Revenue Code depending on the nature of the Company’s operations. The Company’s income tax returns are subject to examination by the Internal Revenue Service and applicable state taxing authorities, generally for a period of three years from the date of filing.
Deferred taxes comprise the following as of December 31, 2019 and 2018:
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Deferred Income Tax Assets
|
|
|
13,327,000
|
|
|
|
13,779,000
|
|
Valuation Allowance
|
|
|
(13,327,000
|
)
|
|
|
(13,779,000
|
)
|
Net Deferred Tax Asset
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of the effective income tax rate to the federal statutory rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Income Tax Rate
|
|
|
21
|
%
|
|
|
21
|
%
|
Change in valuation allowance including the effect of the rate change
|
|
|
-21
|
%
|
|
|
-21
|
%
|
Effective income tax rate
|
|
|
0
|
%
|
|
|
0
|
%
|
10. CONCENTRATION OF CREDIT RISK
The Company has historically provided financial terms to customers in accordance with what management views as industry norms. Access to the Company’s software products usually requires immediate payment but can extend several months under certain circumstances. Management periodically and regularly reviews customer account activity in order to assess the adequacy of allowances for doubtful accounts, considering such factors as economic conditions and each customer’s payment history and creditworthiness. If the financial condition of our customers were to deteriorate, or if they were otherwise unable to make payments in accordance with management’s expectations, we might have to increase our allowance for doubtful accounts, modify their financial terms and/or pursue alternative collection methods.
Revenue concentrations for the years ended December 31, 2019 and 2018, and the accounts receivables concentrations at December 31, 2019 and 2018 are as follows:
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
Accounts Receivable at
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer A
|
|
|
42
|
%
|
|
|
33
|
%
|
|
|
32
|
%
|
|
|
15
|
%
|
Customer B
|
|
|
2
|
%
|
|
|
8
|
%
|
|
|
0
|
%
|
|
|
42
|
%
|
Customer C
|
|
|
0
|
%
|
|
|
9
|
%
|
|
|
0
|
%
|
|
|
14
|
%
|
Customer D
|
|
|
3
|
%
|
|
|
0
|
%
|
|
|
29
|
%
|
|
|
0
|
%
|
11. COMMITMENTS AND CONTINGENCIES
(A) LEASE COMMITMENTS
On November 15, 2017 the Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden, Florida in which the Company has its headquarters. The lease provides for a one-year renewal term at the option of the Company. As of December 31, 2019, undiscounted future lease obligations for the office space are $58,000 for the year ended December 31, 2020.
On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), which requires a lessee, in most leases, to initially recognize a lease liability for the obligation to make lease payments and a rightof use asset for the right to use the underlying asset for the lease term. In arriving at the right of use lease asset as of January 1, 2019, we applied the weighted-average incremental borrowing rate of 11.9% over a weighted-average remaining lease term of 1.6 years. The Company adopted this standard using the cumulative-effect adjustment method and elected certain practical expedients allowed under the standard. As a result of the adoption, the Company increased assets and liabilities by approximately $112,000 and $125,000, respectively, and decreased retained earnings on January 1, 2019 by $13,000.
Lease costs for the year ended December 31, 2019 were $57,000 and cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 were $67,000. As of December 31, 2019, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities:
Undiscounted minimum lease commitments
|
|
$
|
58,000
|
|
Present value adjustment using incremental borrowing rate
|
|
|
(3,000
|
)
|
Lease liabilities
|
|
$
|
55,000
|
|
B) EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
On July 1, 2018, Robert McDermott, the President and Chief Executive Officer of the Company, entered into an employment agreement with the Company pursuant to which the Company, pursuant to which the Company employed Mr. McDermott for a term of three years and six months. Mr. McDermott received a starting annual base salary of $250,000 per annum which increased to $262,500 per annum on July 1, 2019 and will increase to $275,500 per annum on July 1, 2020 and $289,000 per annum on July 1, 2021. In addition, Mr. McDermott is eligible to receive incentive bonus compensation pursuant to an executive bonus plan approved by the Board of Directors or the Compensation Committee of the Board of Directors. For the year ended December 31, 2018 Mr. McDermott received a bonus of 350,000 restricted shares and for the year ended December 31, 2019 he received a cash bonus of $75,000 and the Company plans to award him 800,000 restricted shares in early 2020 which has been reflected as compensation expense in the accompanying 2019 Consolidated Statements of Operations. Also, Mr. McDermott was awarded an option to purchase 700,000 shares of the Company’s Common Stock of which 33% (233,333 shares) vested on July 1, 2018, another 33% (233,333 shares) vested on July 1, 2019 and the remaining 33% (233,334 shares) will vest on July 1, 2020. In the event of termination of Mr. McDermott’s employment due to a change in control, by reason of his death or disability or by the Company without cause, his stock options that have not already vested will fully vest on the date of termination and any restrictions on any restricted stock owned by Mr. McDermott shall be lifted. Further, in the event of the termination of Mr. McDermott’s employment (i) due to a change in control Mr. McDermott will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the 24 month period following the date of termination, (ii) due to death or disability Mr. McDermott or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. McDermott will continue to receive his base salary for the 18 month period following the date of termination or through the end of the employment period, whichever is longer.
On October 1, 2018, David Fidanza, the Chief Information Officer of the Company, entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Fidanza for a term of three years. Mr. Fidanza received a starting annual base salary of $115,000 per annum which increased to $125,000 per annum on October 1, 2019 and will increase to $130,000 per annum on October 1, 2020. Also, Mr. Fidanza was awarded an option to purchase 300,000 shares of the Company’s Common Stock. 33% of the option award (100,000 shares) vested on October 1, 2018 and another 33% (100,000 shares) vested on October 1, 2019 and the remaining 33% (100,000 shares) will vest on October 1, 2020. In the event of termination of Mr. Fidanza’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Fidanza shall be lifted. Further, in the event of the termination of Mr. Fidanza’s employment (i) due to a change in control Mr. Fidanza will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Fidanza or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Fidanza will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer.
On November 1, 2018, Murali Chakravarthi, the Chief Technology Officer of the Company, entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Chakravarthi for three years. Mr. Chakravarthi is to receive an annual base salary of $120,000. Also, Mr. Chakravarthi was awarded an option to purchase 300,000 shares of the Company’s Common Stock. 33% of the option award (100,000 shares) vested on November 1, 2018 and another 33% (100,000 shares) vested on November 1, 2019 and the remaining 33% (100,000 shares) will vest on November 1, 2020. In the event of termination of Mr. Chakravarthi’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Chakravarthi shall be lifted. Further, in the event of the termination of Mr. Chakravarthi’s employment (i) due to a change in control Mr. Chakravarthi will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Chakravarthi or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Chakravarthi will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer.
(C) LITIGATION
From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is, however, subjective to inherent uncertainties and an adverse result in these or other matters may harm the Company’s business. The Company is not aware of any legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on its operations or financial position.
12. BUSINESS COMBINATIONS
Electro-Fish Media Inc.
On January 19, 2018, iCoreConnect Inc. acquired all of the outstanding common stock of Electro Fish Media Inc., a Texas corporation, in exchange for 3,400,000 shares of our Common Stock (at an agreed upon price of $0.50 per share).
Pursuant to the guidance in FASB Accounting Standards Codification (“ASC”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, the Company performed a review of the essential elements of inputs, activities and outputs of the acquisition. The Company determined that the purchase of the Electro-Fish Media stock did not qualify as a business combination. The Company has recorded the $1,700,000 purchase price as an other non-operating expense in the accompanying Statement of Operations for the year ended December 31, 2018.
ClariCare Inc.
On April 30, 2019 iCoreConnect Inc., acquired technology and certain other assets of ClariCare Inc., an Indiana corporation, in exchange for (i) $50,000 in cash, (ii) 2,301,007 shares of the Company’s common stock, subject to adjustment, and (iii) the assumption of certain specified liabilities including a company credit card balance not to exceed $23,000, all upon the terms and conditions set forth in the Asset Purchase Agreement dated as of April 30, 2019 (the “ClariCare Asset Purchase Agreement”) which was attached as an exhibit to the Company’s Form 8-K filed on May 2, 2019 with the SEC. The Company is required to issue additional shares on September 30, 2020 if the stock price is less than $1.49 per share as of that date. ClariCare had created cloud-based dental analytics and practice management software to provide dentists and providers to the dental market modern tools to run their practices more efficiently and effectively and which are a complement to our current dental market product offering.
The Company accounted for the acquisition of the ClariCare business and assets as an asset acquisition under ASC 805, which provides guidance for asset acquisitions. Under the guidance, if substantially all of the acquisition is made up of one asset or similar assets, then the acquisition is an asset acquisition. The Company believes the assets acquired from ClariCare are similar and consider them all to be acquired technology (See Note 6). Further, the Company does not believe the acquired technology constitutes a business as defined under ASC 805.
13. PRO FORMA FINANCIAL STATEMENTS
On January 3, 2020, the Company purchased the assets of Computer Plumber, LLC, doing business as TrinIT (“TrinIT”), an IT service company located in the Charlotte, North Carolina area to complement our technology line up in exchange for; (i) 730,000 shares of Common Stock of the Company, (ii) $400,000 in cash, and (iii) the assumption of certain specified liabilities.
The following unaudited pro forma condensed combined financial statements are based on our historical audited consolidated financial statements and TrinIT’s historical unaudited financial statements as adjusted to give effect to the January 3, 2020 acquisition by the Company of TrinIT. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 give effect to the acquisition of TrinIT as if it had occurred on January 1, 2019. The unaudited pro form condensed balance sheet as of December 31, 2019 gives effect to the acquisition of TrinIT as if it had occurred on December 31, 2019.
The pro forma combined financial statements do not necessarily reflect what the combined companies’ financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined companies. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
|
AS OF DECEMBER 31, 2019
|
(All amounts rounded to the nearest thousand except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iCoreConnect
|
|
|
TrinIT*
|
|
|
Pro Forma Adjustments
|
|
|
Notes
|
|
Pro Forma Combined
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
445,000
|
|
|
$
|
15,000
|
|
|
$
|
(400,000
|
)
|
|
|
|
$
|
60,000
|
|
Accounts receivable, net
|
|
|
101,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
101,000
|
|
Prepaid expenses
|
|
|
8,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
8,000
|
|
Total current assets
|
|
|
554,000
|
|
|
|
15,000
|
|
|
|
(400,000
|
)
|
|
|
|
|
169,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
6,000
|
|
|
|
3,000
|
|
|
|
-
|
|
|
|
|
|
9,000
|
|
Right of use lease asset - operating
|
|
|
53,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
53,000
|
|
Software development costs, net
|
|
|
625,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
625,000
|
|
Acquired technology, net
|
|
|
891,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
891,000
|
|
Goodwill and intangible assets, net
|
|
|
393,000
|
|
|
|
|
|
|
|
583,000
|
|
|
(a)
|
|
|
976,000
|
|
Total long-term assets
|
|
|
1,968,000
|
|
|
|
3,000
|
|
|
|
583,000
|
|
|
|
|
|
2,554,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
2,522,000
|
|
|
$
|
18,000
|
|
|
$
|
183,000
|
|
|
|
|
$
|
2,723,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
1,001,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
$
|
1,001,000
|
|
Operating lease liability, current portion
|
|
|
55,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
55,000
|
|
Current maturities of long-term debt
|
|
|
880,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
880,000
|
|
Total current liabilities
|
|
|
1,936,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
1,936,000
|
|
Long-term debt
|
|
|
121,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
121,000
|
|
TOTAL LIABILITIES
|
|
|
2,057,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
2,057,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY
|
|
|
465,000
|
|
|
|
18,000
|
|
|
|
183,000
|
|
|
|
|
|
666,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
2,522,000
|
|
|
$
|
18,000
|
|
|
$
|
183,000
|
|
|
|
|
$
|
2,723,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying note to the Unaudited Pro Forma Condensed Combined Financial Information
|
* - The financial statements of TrinIT as of and for the year ended December 31, 2019 are unaudited and have been compiled by management.
|
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
|
YEAR ENDED DECEMBER 31, 2019
|
(All amounts rounded to the nearest thousand except share amounts)
|
|
|
|
iCoreConnect
|
|
|
TrinIT*
|
|
|
Pro Forma Adjustments
|
|
|
Pro Forma Combined
|
|
Revenue
|
|
$
|
1,014,000
|
|
|
$
|
983,000
|
|
|
|
-
|
|
|
$
|
1,997,000
|
|
Cost of sales
|
|
|
305,000
|
|
|
|
371,000
|
|
|
|
-
|
|
|
|
676,000
|
|
Gross profit
|
|
|
709,000
|
|
|
|
612,000
|
|
|
|
-
|
|
|
|
1,321,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
3,434,000
|
|
|
|
299,000
|
|
|
|
-
|
|
|
|
3,733,000
|
|
Depreciation and amortization
|
|
|
655,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
655,000
|
|
Total operating expenses
|
|
|
4,089,000
|
|
|
|
299,000
|
|
|
|
-
|
|
|
|
4,388,000
|
|
Income (Loss) from operations
|
|
|
(3,380,000
|
)
|
|
|
313,000
|
|
|
|
-
|
|
|
|
(3,067,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(236,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(236,000
|
)
|
Other (expense) income
|
|
|
(64,000
|
)
|
|
|
(30,000
|
)
|
|
|
-
|
|
|
|
(94,000
|
)
|
Gain on cancellation of liabilities
|
|
|
697,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
697,000
|
|
Total other income (expense)
|
|
|
397,000
|
|
|
|
(30,000
|
)
|
|
|
-
|
|
|
|
367,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(2,983,000
|
)
|
|
$
|
283,000
|
|
|
|
-
|
|
|
$
|
(2,700,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share available to common stockholders, basic and diluted
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares, basic and diluted
|
|
$
|
58,546,699
|
|
|
|
|
|
|
|
|
|
|
$
|
59,276,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying note to the Unaudited Pro Forma Condensed Combined Financial Information
|
* - The financial statements of TrinIT as of and for the year ended December 31, 2019 are unaudited and have been compiled by management.
|
Note – Pro forma adjustments
(a) Since all information required to perform a detailed valuation analysis of TrinIT’s intangible assets could not be obtained as of the date of this filing, these pro forma adjustments are provisional in nature and subject to change in the near-term.
14. SUBSEQUENT EVENTS
For the period January 1, 2020 through March 27, 2020, the Company issued 2,280,000 shares of common stock for cash proceeds totaling $570,000. The Company also issued 730,000 shares of common stock during the period to acquire the assets of Computer Plumber, LLC, doing business at TrinIT (“TrinIT”) (See Note 13). Lastly, the Company issued 131,250 shares of restricted stock during the period related to the vesting of a 2019 restricted stock grant.