UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2018 or
☐ Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the
transition period
from
to
COMMISSION FILE NUMBER 0-28720
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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73-1479833
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S.
Employer Identification No.)
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225 Cedar Hill Street, Marlborough, Massachusetts
01752
(Address
of Principal Executive Offices) (Zip Code)
(617) 861-6050
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered under Section 12(b) of the Act:
None
Securities
registered under Section 12(g) of the Act:
Common Stock, $0.001 Par Value
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check
mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
☑ No
☐
Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes
☑ No ☐
Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, smaller reporting
company, or emerging growth company. See the definitions
of “large accelerated filer”, “accelerated
filer”, “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large accelerated filer
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☐
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Accelerated
Filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☑
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Emerging
Growth Company
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☐
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If an
emerging growth company, indicate by check mark if the Registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ☐ No ☑
The
aggregate market value of the common stock held by non-affiliates
of the registrant based on the last sale price of such stock as
reported by the Over-the-Counter Bulletin Board on June 30, 2018
(the last business day of the Registrant's most recently completed
second fiscal quarter) was approximately $4,199,508
As of
April 1, 2019, the registrant had 1,614,817 shares of Common Stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
No
documents are incorporated by reference into this Annual Report
except those Exhibits so incorporated as set forth in the Exhibit
Index
PAID, INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2018
TABLE OF CONTENTS
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PART I
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1
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11
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11
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PART II
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11
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12
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22
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PART III
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21
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26
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27
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PART IV
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PART I
Forward Looking Statements
This
Annual Report on Form 10-K contains certain forward-looking
statements (within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934)
regarding the Company and its business, financial condition,
results of operations and prospects. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates", "could", "may", "should", "will", "would", and similar
expressions or variations of such words are intended to identify
forward-looking statements in this report. Additionally, statements
concerning future matters such as the development of new services,
technology enhancements, purchases of equipment, credit
arrangements, possible changes in legislation and other statements
regarding matters that are not historical are forward-looking
statements.
Although
forward-looking statements in this Annual Report reflect the good
faith judgment of the Company's management, such statements can
only be based on facts and factors currently known by the Company.
Consequently, forward-looking statements are inherently subject to
risks, contingencies and uncertainties, and actual results and
outcomes may differ materially from results and outcomes discussed
in this Annual Report. Although the Company believes that its
plans, intentions and expectations reflected in these
forward-looking statements are reasonable, the Company can give no
assurance that its plans, intentions or expectations will be
achieved. For a more complete discussion of these risk factors, see
Item 1A, "Risk Factors".
For
example, the Company's ability to maintain a positive cash flow and
to become profitable may be adversely affected as a result of a
number of factors that could thwart its efforts. These factors
include the Company's inability to successfully implement the
Company's business and revenue model, higher costs than
anticipated, the Company's inability to sell its products and
services to a sufficient number of customers, the introduction of
competing products by others, the Company's inability to complete
development of its core products, the failure of the Company's
operating systems, and the Company's inability to increase its
revenues as rapidly as anticipated. If the Company is not
profitable in the future, it will not be able to continue its
business operations.
Except
as required by applicable laws, we do not intend to publish updates
or revisions of any forward-looking statements we make to reflect
new information, future events or otherwise. Readers are urged to
review carefully and to consider the various disclosures made by
the Company in this Annual Report, which attempts to advise
interested parties of the risks and factors that may affect our
business, financial condition, results of operations and
prospects.
Item 1. Business
Overview
PAID,
Inc. (the “Company” or “PAID”) was
incorporated in Delaware on August 9, 1995. The Company has
multiple web addresses, www.paid-corp.com, which offers updated information
on various aspects of our operations and www.shiptime.com which
showcases our online label generation software. Information
contained in the Company's website shall not be deemed to be a part
of this Annual Report. The Company's principal executive offices
are located at 225 Cedar Hill Street, Marlborough, Massachusetts
01581 with offices also located at 700 Dorval Drive, Oakville,
Ontario, Canada. The Company's telephone number is (617)
861-6050.
We file
annual reports on Form 10-K, quarterly reports on Form 10-Q, and
current reports on Form 8-K with the Securities and Exchange
Commission (the “SEC”). These reports, any amendments
to these reports, proxy and information statements and certain
other documents we file with the SEC are available through the
SEC's website at www.sec.gov or free of charge on our website
as soon as reasonably practicable after we file the documents with
the SEC. The public may also read and copy these reports and any
other materials we file with the SEC at the SEC's Public Reference
Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.
ShipTime Inc. ShipTime’s platform
provides its members with the ability to quote, process, track and
dispatch shipments while getting preferred rates on packages and
skidded less than truckload (“LTL”) freight shipments
throughout North America and around the world. In addition to these
features, ShipTime also provides what it refers to as “Heroic
Multilingual Customer Support.” In this capacity, ShipTime
acts as an advocate on behalf of its clients in resolving matters
concerning orders and shipping. With an increasing focus and
service offering for e-commerce merchants; which include online
shopping carts, inventory management, payment services, client
prospecting and retention software, ShipTime can help merchants
worldwide grow and scale their businesses. ShipTime generates
monthly recurring revenue through transactions and “software
as a service” (SAAS) offerings. It currently serves in excess
of 50,000 members in North America and has plans to expand its
services into Europe and then worldwide.
AuctionInc Software. AuctionInc is a
suite of online shipping and tax management tools assisting
businesses with e-commerce storefronts, shipping solutions, tax
calculation, inventory management, and auction processing. The
application was designed to focus on real-time carrier calculated
shipping rates and tax calculations. The product does have tools to
assist with other aspects of the fulfillment process, but the main
purpose of the product is to provide accurate shipping and tax
calculations and packaging algorithms that provide customers with
the best possible shipping and tax solutions.
BeerRun Software. BeerRun Software is a
brewery management and Alcohol and Tobacco Tax and Trade Bureau tax
reporting software. Small craft brewers can utilize the product to
manage brewery schedules, inventory, packaging, sales and
purchasing. Tax reporting can be processed with a single click and
is fully customizable by state or province. The software is
designed to integrate with QuickBooks accounting platforms by using
our powerful sync engine. We currently offer two versions of the
software BeerRun and BeerRun Light which excludes some of the
enhanced features of BeerRun without disrupting the core
functionality of the software. Additional features include Brewpad
and Kegmaster and can be added on to the base product. Craft
brewing continues to grow in the United States and we feel that
there is potential to grow this portion of our
business.
Business Strategy
The
Company’s focus in 2018 was to effectively execute the
integration of Paid Inc. and ShipTime while ensuring that our
mission; (“To provide a
comprehensive e-commerce platform for global small to medium
enterprises that deliver the infrastructure and the tools to allow
our members to seamlessly market, transact, ship and manage their
businesses to thrive in an online world”) continued to
move with the velocity needed for our members to compete in
today’s on-line marketplace.
While
the ShipTime portion of our business is now our key revenue driver;
our strategy in 2018 was to continue to buildout the foundation of
our e-commerce platform while driving our core business forward
with double digit growth. By continuing to offer small to medium
enterprises meaningful solutions and an integrated infrastructure
platform we can enhance the value proposition to both our channel
partners and our growing customer base allowing us to cost
effectively break into new markets.
In
order to support the Company’s members via our strategic
build-out of e-commerce services, a transition has begun to shift
our Heroic Support team from an inbound support role to a combined
Support and Customer Success mindset. Our Customer Success Team
will be engaging with our prospects and members to provide guidance
and support in utilizing new tools and services. We will be
engaging our customers in new ways so they can focus on their core
business and competencies. Paid will provide the infrastructure to
support and assist in accelerating growth for our customers in both
their existing markets and provide assistance to reach new markets
as well.
Our
strategy for the shipping calculator clients includes upgrading the
AuctionInc clients to our new Paid platform. We are increasing our
product offerings to include plugins for several online shopping
cart platforms. The process of augmenting our service offering to
our BeerRun clients began in the 4th quarter of 2017
with a roll-out continuing throughout 2018. BeerRun continues to be
a valuable component of the Company, we hope to maintain and grow
our client base in the Craft Brewery industry.
The business
strategy described above is intended to expand our markets,
increase revenue per member while enhancing our opportunities in
the online e-commerce market. There are always a variety of factors
that may impact our plans and inhibit our success. See “Risk
Factors” included in Item 1A. Therefore, we have no
guarantees and can provide no assurances, that our plans will be
successful.
Marketing and Sales
The
Company continues to successfully nurture and grow the
relationships with our channel partners and has added new
relationships that are global in scope. While much of the growth
and success in 2018 was the result of the cooperative efforts of
ShipTime and our channel partners with new marketing initiatives,
this strategy alone will not be enough to drive our new service
offerings without enhancing our marketing strategy. A foundation
was mapped out in 2018 to pursue new digital marketing efforts, as
well as an in-house sales team to fast forward our
growth.
The
Company will continue to market PAID, ShipTime and BeerRun
throughout 2019 and beyond. Cross selling efforts will be enhanced
and new features are being added to our Paid platform. Based on
experience and feedback with existing partnerships that promote our
product lines, the Company believes that creating additional
partnerships beyond North America is an effective marketing tool to
promote and encourage new registrations. Additional resources and
marketing initiatives will be utilized to increase onboarding and
converting our members to being active long-time users of the
Company’s services in order to accelerate our growth.
Revenue Sources
In
2018, our revenues were primarily derived from our label generation
services. This portion of our business has maintained consistent
growth since our merger in 2016. In addition to the label
generation services we continue to focus on launching our new
e-commerce platforms and releasing enhancements to our brewery
management software. See “Risk Factors” included in
Item 1A. We have no guarantees and can provide no assurances that
our plans will be successful.
Competition
Technology within
the logistics industry is highly competitive and we have focused a
variety of differentiators including our Heroic Customer
Support™ to elevate our services beyond those of our
competition. Our product offerings may also be available from other
companies in our industry and we continue to emphasize value and
quality customer support. The ShipTime trademark has been
registered in both Canada and the United States. Our line of
AuctionInc shipping calculator software is proprietary. Our
intellectual property rights do not guarantee any competitive
advantage and may not sufficiently protect us against competitors
with similar technology. We believe that our products and other
proprietary rights do not infringe on the proprietary rights of
third parties. However, there can be no assurance that third
parties will not assert infringement claims against us in the
future with respect to current or future products or other works of
ours.
We also
utilize free open-source technology in certain areas. Unlike
proprietary software, open-source software has publicly available
source code and can be copied, modified and distributed with
minimal restrictions. We use open source software and technology as
well to support the growing social and viral opportunities on the
internet. By using 'best-of-breed' products and tools we can
maximize our clients’ opportunities while minimizing our
costs, which we are able to pass on to our customers.
As with
any software product BeerRun is not excluded from the competitive
market. There are a growing number of competitors in the industry
all with a unique perspective. The launch of our new offering has
helped us maintain a presence in the brewery management industry.
Our sales and support team stays informed with the competition and
we have the ability to modify our product as the industry
changes.
Research and Development
Over
the past years the Company has made significant progress developing
new integrations with e-commerce shopping cart platforms. The
Company now employs several developers who are focused on the
growth of the PAID brand and ShipTime products and their
technologies. Our technology roadmap has been projected for the
2019 calendar year and we have enhancements scheduled for all
aspects of our businesses. Our strategy includes a product
redesign, new websites, e-commerce shopping cart solutions, a
merchant payment processing platform, shipping calculator
enhancements and many additional features and upgrades to our
online shopping and shipping tools.
Employees
As of
March 30, 2019, the Company currently has one part time and sixteen
full time equivalent employees. We have no collective bargaining
agreements and consider the relationship with our employees to be
good.
Government Regulation
We are
not currently subject to direct federal, state or local regulation,
and laws or regulations applicable to access or commerce on the
Internet, other than regulations applicable to businesses
generally. However, due to the increasing popularity and use of the
Internet and other online services, it is possible that a number of
laws and regulations may be adopted with respect to the internet or
other online services covering issues such as user privacy, freedom
of expression, pricing, content and quality of products and
services, taxation, advertising, intellectual property rights and
information security.
Item 1A. Risk Factors
You should carefully consider the risks
and uncertainties described below
before deciding to invest in shares of our common stock. If
any of the following risks or
uncertainties actually occurs, our business, prospects,
financial condition and operating
results would likely suffer.
In that event, the market price of
our common stock could decline and you could lose
all or part of your
investment.
Risks
Relating to the Company
We have experienced operating losses.
Our
business and prospects must be considered in light of the risks,
expenses and difficulties that are inherent in our business. The
risks include:
●
our ability to
anticipate and adapt to a developing market;
●
our ability to
market, license and enforce our shipping calculator, payment
processing platform and shopping cart;
●
development of
equal or superior internet portals, shipping calculators and
related services by competitors; and
●
our ability to
maintain competitive pricing with our carriers
To address these risks, we must, among other things, successfully
market our e-commerce shopping cart, our merchant payment platform,
shipping label generation services and brewery management
solutions, continue to develop new relationships with carriers,
e-commerce service providers and craft brewers, maintain our
customer base, attract significant numbers of new customers,
respond to competitive developments, and continue to develop and
upgrade our technologies. We cannot offer any assurances that we
will be successful in addressing these risks.
We
incurred substantial losses each year since 1999. There can be no
assurance that we will be profitable in the future.
Our capital is limited and we may need additional financing to
continue operations.
We
require substantial working capital to fund our business. If we are
unable to obtain additional financing in the amounts desired and on
acceptable terms, or at all, or issue stock, we could be required
to reduce significantly the scope of our expenditures, which would
have a material adverse effect on our business potential and the
market price of our common stock. By raising additional funds by
issuing equity securities, our shareholders will be further
diluted. Based on our cash position as of December 31, 2018 we may
need additional capital to fund our anticipated operating expenses
over the next 12 months. If we require additional funding, there
can be no assurances that the financing will be obtained, or if
obtained, that funding will be obtained on reasonably acceptable
terms.
We are unable to guarantee that the marketplace will accept our
software products.
The
software markets are characterized by rapid technological change,
frequent new product enhancements, uncertain product life cycles,
changes in customer demands and evolving industry standards. Our
software products could be rendered obsolete if products based on
new technologies are introduced or new industry standards emerge,
or if we do not obtain adequate intellectual property protection.
We are unable to provide any assurances that the marketplace will
accept our software products and services, or that we will be able
to provide these products and services at a profit.
Our operating results are unpredictable.
You
should not rely on the results for any period as an indication of
future performance. Our operating results and rate of growth are
unpredictable and are expected to fluctuate in the future due to a
number of additional factors, many of which are outside our
control. These factors beyond our control include:
●
our
ability to significantly increase our customer base and traffic to
our websites, maintain gross margins, and maintain customer
satisfaction;
●
our
ability to market and sell our software products;
●
consumer
confidence in encrypted transactions in the internet
environment;
●
the
announcement or introduction of new types of services or products
by our competitors;
●
technical
difficulties with respect to customer use of our
technologies;
●
governmental
regulation by federal or local governments; and
●
general
economic conditions and economic conditions specific to the
internet and e-commerce.
As a
strategic response to changes in the competitive environment, we
may from time to time make certain service, marketing or supply
decisions or acquisitions that could have a material adverse effect
on our results of operations and financial condition. In 2018, our
revenues were derived from our shipping coordination, shipping
label generation services, shipping calculator services, and
brewery management software solutions.
The successful operation of our business depends upon the supply of
critical technology elements from other third parties, including
our internet service provider and technology
licensors.
Our
operations depend on a number of third parties for internet/telecom
access, delivery services, and software services. We have limited
control over these third parties and no long-term relationships
with many of them. We rely on an internet service provider to
connect our websites to the internet. From time to time, we have
experienced temporary interruptions in our websites connection and
also our telecommunications access. The Company has recently
secured a secondary subscription for our internet services and have
migrated our hosted services to a cloud based offsite location in
order to mitigate any potential outages. We license technology and
related databases from third parties for certain elements of our
properties. Furthermore, we are dependent on hardware suppliers for
prompt delivery, installation, and service of servers and other
equipment to deliver our products and services. Our internally
developed software depends on operating system, database and server
software that was developed and produced by and licensed from third
parties. We have from time to time discovered errors and defects in
the software from these third parties and, in part, rely on these
third parties to correct these errors and defects in a timely
manner. Any errors, failures, interruptions, or delays experienced
in connection with these third-party technologies and information
services could negatively impact our relationship with users and
adversely affect our brand and our business, and could expose us to
liabilities to third parties.
Our failure to manage growth could place a significant strain on
our management, operational and financial resources.
Growth
places a significant strain on our management, operational and
financial resources, and has placed significant demands on our
management, which currently include two executive officers and a
vice president of sales. In order to manage growth, we will be
required to expand existing operations, particularly with respect
to enhanced product offerings, customer service and development, to
improve existing and implement new operational, financial systems,
procedures and controls. In 2018, the Company added a significant
number of personnel and has included in its growth a number of new
positions to assist with the workload.
We have
experienced some strain on our resources because of:
●
the need to manage
relationships with various technology licensors, other websites and
services, and other third parties;
●
pressures for the
continued development of our core of software products;
and
●
the need for
additional sales and marketing personnel.
Difficulties we may
encounter in dealing successfully with the above risks could
seriously harm our operations. We cannot offer any assurance that
our current personnel, systems, procedures and controls will be
adequate to support our future operations or that management will
be able to identify, hire, train, retain, motivate and manage
required personnel.
Our Company's success still depends upon the continued services of
its current management and other relationships.
We are
substantially dependent on the continued services of our key
executive officers, Allan Pratt as Chief Executive Officer and W.
Austin Lewis, IV, as Chief Financial Officer. Mr. Pratt brings
valuable relationships with carriers and their affiliates in both
Canada and the Unites States and Mr. Lewis has specialized
knowledge and skills with respect to our Company and our operations
and relationships with our clients. As a result, if Mr. Lewis or
Mr. Pratt were to leave our Company, we could face some
difficulties in hiring qualified successors. We do not maintain any
key person life insurance.
Our Company's success will depend on our ability to attract and
retain qualified personnel.
We
believe that our future success will depend upon our ability to
identify, attract, hire, train, motivate and retain other highly
skilled managerial, accounting, technical consulting, marketing and
customer service personnel. The Company has recently added five new
employees and has had minimal turnover in the last year. We cannot
offer assurances that we will be successful in attracting,
assimilating or retaining the necessary personnel, and the failure
to do so could have an adverse effect on our business.
Our success depends upon market awareness of our
brand.
Development and
awareness of our Company will depend largely on our success in
increasing our customer base, specifically in the United States. To
attract and retain customers and to promote and maintain our
Company in response to competitive pressures, we may find it
necessary to increase our marketing and advertising budgets and
otherwise to increase substantially our financial commitment to
creating and maintaining brand loyalty among consumers. We will
need to continue to devote substantial financial and other
resources to increase and maintain the awareness of our online
brands among website users, advertisers, affiliate relationships,
and e-commerce entities that we have advertising relationships with
through:
●
web advertising,
marketing, and social media;
●
traditional media
advertising campaigns;
●
Canadian seller
resources; and
●
trade show exhibits
in the United States and Canada
Our
results of operations could be seriously harmed if our investment
of financial and other resources, in an attempt to achieve or
maintain a leading position in internet commerce or to promote and
maintain our brand, does not generate a corresponding increase in
net revenue, or if the expense of developing and promoting our
online brands becomes excessive.
System failures could result in interruptions in our service, which
could harm our business.
A key
element of our strategy is to generate a high volume of traffic to,
and use of, our products. Accordingly, the satisfactory
performance, reliability and availability of the shipping
calculations, transaction processing systems and network
infrastructure are critical to our operating results, as well as
our reputation and our ability to attract and retain customers and
maintain adequate customer service levels.
We
periodically have experienced minor systems interruptions,
including internet disruptions. Some of the interruptions are due
to upgrading our equipment to increase speed and reliability.
During these upgrades the outages have generally lasted less than
an hour. Any systems interruptions, including internet disruptions,
which result in the unavailability of our services, could harm our
business. In addition to placing increased burdens on our
engineering staff, these outages create a large number of user
questions and complaints that need to be responded to by our
personnel. We cannot offer assurances that:
●
we will be able to
accurately project the rate or timing of increases if any, in the
use of our services; or
●
we will have
uninterrupted access to the internet.
Any
disruption in the internet access to our websites and services or
any systems failures could significantly reduce consumer demand for
our services, diminish the level of traffic to our products, impair
our reputation and reduce our e-commerce and advertising
revenues.
We currently identify vulnerabilities with our communications
hardware and computer hardware.
Our
main servers are cloud based and are located within two separate
third party hosting facilities. One is located in Michigan with a
fail over facility located in Ohio and our ShipTime servers are
located in Canada with daily operations conducted in Oakville,
Ontario. Neither our Massachusetts facilities nor our Canadian
facilities are protected from flood, power loss, telecommunication
failure, break-in and similar events however the equipment located
at these offices is not considered critical to our service
offerings.
As with
all servers, our cloud based servers are also vulnerable to
computer viruses, physical or electronic break-ins, attempts by
third parties to deliberately exceed the capacity of our systems
and similar disruptive problems. Computer viruses, break-ins or
other problems caused by third parties could lead to interruptions,
delays, loss of data or cessation in service to users of our
services and products and could seriously harm our business. Our
implementation of redundancies minimizes the risk of loss though
there are no guarantees.
There are certain provisions of Delaware law that could have
anti-takeover effects.
Certain
provisions of Delaware law and our Certificate of Incorporation,
and Bylaws could make an acquisition of our Company by means of a
tender offer, a proxy contest or otherwise, and the removal of our
incumbent officers and directors more difficult. Our Certificate of
Incorporation and Bylaws do not provide for cumulative voting in
the election of directors. Our Bylaws include advance notice
requirements for the submission by stockholders of nominations for
election to the Board of Directors and for proposing matters that
can be acted upon by stockholders at a meeting.
We are
subject to the anti-takeover provisions of Section 203 of the
Delaware General Corporation Law (the “DGCL”), which
will prohibit us from engaging in a “business
combination” with an “interested stockholder” for
three years after the date of the transaction in which the person
became an interested stockholder unless the business combination is
approved in a prescribed manner. Generally, a "business
combination" includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested
stockholder. Generally, an "interested stockholder" is a person
who, together with affiliates and associates, owns (or within three
years prior to the determination of interested stockholder status,
did own) 15% or more of a corporation's voting stock. The existence
of this provision would be expected to have an anti-takeover effect
with respect to transactions not approved in advance by the Board
of Directors, including discouraging attempts that might result in
a premium over the market price for the shares of common stock held
by stockholders. Section 203 could adversely affect the ability of
stockholders to benefit from certain transactions, which are
opposed by the Board or by stockholders owning 15% of our common
stock, even though such a transaction may offer our stockholders
the opportunity to sell their stock at a price above the prevailing
market price.
Our success is dependent in part on our ability to obtain and
maintain proprietary protection for our technologies and
processes.
Our
most important intellectual property relates to the software for
our shipping calculator, label generation and brewery management
products. We do not have any patents or patent applications for our
designs or innovations, except for our patent with respect to our
online auction shipping and tax calculator. We may not be able to
obtain copyright, patent or other protection for our proprietary
technologies or for the processes developed by our employees. Legal
standards relating to intellectual property rights in computer
software are still developing and this area of the law is evolving
with new technologies. Our intellectual property rights do not
guarantee any competitive advantage and may not sufficiently
protect us against competitors with similar
technology.
As part
of our confidentiality procedures, we generally enter into
agreements with our employees and consultants and limit access to
and distribution of our software, documentation and other
proprietary information. We cannot offer assurances that the steps
we have taken will prevent misappropriation of our technology or
that agreements entered into for that purpose will be enforceable.
Notwithstanding the precautions we have taken, it might be possible
for a third party to copy or otherwise obtain and use our software
or other proprietary information without authorization or to
develop similar software independently. Policing unauthorized use
of our technology is difficult, particularly because the global
nature of the internet makes it difficult to control the ultimate
destination or security of software or other data transmitted. The
laws of other countries may afford our Company little or no
effective protection of its intellectual property. Because our
success in part relies upon our technologies, if proper protection
is not available or can be circumvented, our business may
suffer.
Intellectual property infringement claims would harm our
business.
We may
in the future receive notices from third parties claiming
infringement by our software or other aspects of our business. Any
future claim, with or without merit, could result in significant
litigation costs and diversion of resources, including the
attention of management, and require us to enter into licensing
agreements, which could have a material adverse effect on our
business, results of operations and financial condition. Licensing
agreements, if required, may not be available on terms acceptable
to the Company or at all. In the future, we may also need to file
lawsuits to enforce our intellectual property rights, to protect
our trade secrets, or to determine the validity and scope of the
proprietary rights of others. This litigation, whether successful
or unsuccessful, could result in substantial costs and diversion of
resources, which could have a material adverse effect on our
business, results of operations and financial
condition.
Our success is dependent on licensed technologies.
We rely
on a variety of technologies that we license from third parties. We
also rely on encryption and authentication technology licensed from
a third party through an online user agreement to provide the
security and authentication necessary to effect secure transmission
of confidential information.
We
cannot make any assurances that these third-party technology
licenses will continue to be available to us on commercially
reasonable terms. Although no single software vendor licensor
provides us with irreplaceable software, the termination of a
license and the need to obtain and install new software on our
systems would interrupt our operations. Our inability to maintain
or obtain upgrades to any of these technology licenses could result
in delays in completing our proprietary software enhancements and
new developments until equivalent technology could be identified,
licensed or developed and integrated. These delays would materially
and adversely affect our business, results of operations and
financial condition.
We may be exposed to liability for content retrieved from our
websites.
Our
exposure to liability from providing content on the internet is
currently uncertain. Due to third party use of information and
content downloaded from our websites, we may be subject to claims
relating to:
●
the content and
publication of various materials based on defamation, libel,
negligence, personal injury and other legal theories;
●
copyright,
trademark or patent infringement and wrongful action due to the
actions of third parties; and
●
other theories
based on the nature and content of online materials made available
through our websites.
Our
exposure to any related liability could result in us incurring
significant costs and could drain our financial and other
resources. We do not maintain insurance specifically covering these
claims. Liability or alleged liability could further harm our
business by diverting the attention and resources of our management
and by damaging our reputation in our industry and with our
customers.
The Company may be exposed to potential risks relating to our
significant deficiencies and material weaknesses in our internal
controls over financial reporting.
As
directed by Section 404 of the Sarbanes-Oxley Act of 2002
(“SOX 404”), the Securities and Exchange Commission
adopted rules requiring public companies to include a report of
management on the Company's internal control over financial
reporting in their annual reports, including Form 10-K. We have
identified deficiencies and material weaknesses in our internal
controls and have taken steps to remediate them as cost-effectively
as possible. Based on these deficiencies and material weaknesses,
investors and others may lose confidence in the reliability of our
financial statements and our ability to obtain equity or debt
financing could suffer.
Risks
Associated With Our Industry
The market for online services is intensely competitive with low
barriers to entry.
The
market for internet products and services is very competitive.
Barriers to entry are relatively low, and current and new
competitors can launch new sites at relatively low costs using
commercially available software. We currently or potentially
compete with a variety of other companies depending on the type of
services offered to customers. These competitors include a number
of indirect competitors that specialize in e-commerce shipping
calculator solutions or derive a substantial portion of their
revenue from e-commerce products and those that specialize in
brewery management solutions.
It is
possible that new competitors or alliances may emerge and rapidly
acquire market share. Increased competition is likely to result in
reduced operating margins, loss of market share and a diminished
brand recognition, any one of which could materially adversely
affect our business, results of operations and financial condition.
Many of our current and potential competitors have greater
financial, marketing, customer support, technical and other
resources than the Company. As a result, these competitors may be
able to provide services on more favorable terms than we can, and
they may be able to respond more quickly to changes in customer
preferences or to devote greater resources to the development of
their products than the Company.
We may be adversely affected by the deterioration in economic
conditions, which could affect consumer and corporate spending and
our ability to raise capital, and, therefore, significantly
adversely impact our operating results.
The
impact of slowdowns on our business is difficult to predict, but
they may result in reductions in new client registrations and our
ability to generate revenue. The risks associated with our
businesses may become more acute in periods of a slowing economy or
a recession, which may be accompanied by a decrease in e-commerce
business. Instability in the financial markets as a result of
recession or otherwise, as well as insufficient financial sector
liquidity, also could affect the cost of capital and energy
suppliers and our ability to raise capital.
Our
business depends on discretionary consumer and corporate spending.
Many factors related to corporate spending and discretionary
consumer spending, including economic conditions affecting
disposable consumer income such as employment, fuel prices,
interest and tax rates and inflation can significantly impact our
operating results. Business conditions, as well as various industry
conditions, including corporate marketing and promotional spending,
can also significantly impact our operating results. Negative
factors such as challenging economic conditions, public concerns
over terrorism and security incidents, particularly when combined,
can impact corporate and consumer spending and one negative factor
can impact our results more than another. There can be no assurance
that consumer and corporate spending will not be adversely impacted
by economic conditions, thereby possibly impacting our operating
results and growth.
Security breaches and credit card fraud could harm our
business.
We rely
on encryption and authentication technology licensed from a third
party through an online user agreement to provide the security and
authentication necessary to effect secure transmission of
confidential information. We believe that a significant barrier to
e-commerce and communications is the secure transmission of
confidential information over public networks. We cannot give an
assurance that advances in computer capabilities, new discoveries
in the field of cryptography or other events or developments will
not result in a compromise or breach of the algorithms we use to
protect customer transaction data. If this compromise of our
security were to occur, it could have a material adverse effect on
our business, results of operations and financial condition. A
party who is able to circumvent our security measures and those of
our third party providers could misappropriate proprietary
information or cause interruptions in our operations. To the extent
that activities of our Company or third-party contractors involve
the storage and transmission of proprietary information. Security
breaches could expose us to a risk of loss or litigation and
possible liability. We may be required to expend significant
capital and other resources to protect against the threat of
security breaches or to alleviate problems caused by these
breaches. We cannot offer assurances that our security measures
will prevent security breaches or that failure to prevent these
security breaches will not have a material adverse effect on our
business.
Our industry may be exposed to increased government
regulation.
Our
Company is not currently subject to direct regulation by any
government agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to access
to, or commerce on, the internet. Today there are relatively few
laws specifically directed towards online services, other than to
protect user privacy or children. However, due to the increasing
popularity and use of the internet, it is possible that a number of
laws and regulations may be adopted with respect to the internet,
covering issues such as user privacy, freedom of expression,
pricing, content and quality of products and services, fraud,
taxation, advertising, intellectual property rights and information
security. Compliance with additional regulation could hinder our
growth or prove to be prohibitively expensive.
The
applicability to the internet of existing laws in various
jurisdictions governing issues such as property ownership, sales
tax, libel and personal privacy is uncertain and may take time to
resolve. In addition, because our service is available over the
internet in multiple states, and we sell to numerous consumers
resident in these states, these jurisdictions may claim that we are
required to qualify to do business as a foreign corporation in each
state. Our failure to qualify as a foreign corporation in a
jurisdiction where it is required to do so could subject our
Company to taxes and penalties for the failure to qualify. Any new
legislation or regulation, or the application of laws or
regulations from jurisdictions whose laws do not currently apply to
our business, could have a material adverse effect our business,
results of operations and financial condition.
Risks
Associated with our Common Stock
Our stock price has been and may continue to be very
volatile.
The
market price of the shares of our common stock has been, and is
likely to be, highly volatile. During the year ended December 31,
2018 our stock price as quoted on the OTC Pink operated by the OTC
Markets Group, Inc., on the OTCPINK has ranged from a high of $4.10
per share to a low of $2.30 per share. The variance in our share
price makes it difficult to forecast with any certainty the stock
price at which you may be able to buy or sell your shares of our
common stock. The market price for our stock could be subject to
wide fluctuations in response to factors that are out of our
control such as:
●
actual or
anticipated variations in our results of operations;
●
announcements of
new products, services or technological innovations by our
competitors;
●
short selling our
common stock and stock price manipulation;
●
merger, split or
issuance;
●
developments in
internet regulation; and
●
general conditions
and trends on the internet and e-commerce industries.
The
trading prices of many technology companies' stock have experienced
extreme price and volume fluctuations. These fluctuations often
have been unrelated or disproportionate to the operating
performance of these companies. These broad market factors may
adversely affect the market price of our common stock. These market
fluctuations, as well as general economic, political and market
conditions such as recessions or interest rate fluctuations, may
adversely affect the market price of our common stock. Any negative
change in the public's perception of the prospects of Internet or
e-commerce companies could depress our stock price regardless of
our results.
Reverse stock split
On
November 9, 2016, the board of directors agreed to effectuate a
reverse split immediately followed by a forward split. The process
was completed with FINRA on January 23, 2017. As a result of the
split every ten shares of common stock outstanding prior to the
reverse split were consolidated into one share, reducing the number
of common shares outstanding on the effective date from 10,989,608
to 1,098,960. Due to the rounding that occurred during the reverse
split the Company’s shares outstanding were reduced by an
additional 303 shares.
On
October 7, 2015, we filed an amendment to our Certificate of
Incorporation to affect a reverse split of our common stock with a
ratio of one post-split share for every fifty shares issued and
outstanding. As a result of the reverse stock split, the number of
authorized shares of our common stock decreased to 11 million
shares, without any change in the par value of such
shares.
All
references in the financial statements and notes to the number of
shares, price per share and weighted average number of shares
outstanding of our common stock prior to the reverse stock split
have been adjusted to reflect the reverse stock split on a
retroactive basis unless otherwise noted.
“Penny stock” regulations may impose certain
restrictions on marketability of securities.
The SEC
adopted regulations which generally define "penny stock" to be an
equity security that has a market price of less than $5.00 per
share. Our common stock may be subject to rules that impose
additional sales practice requirements on broker-dealers who sell
these securities to persons other than established customers and
accredited investors (generally those with assets in excess of
$1,000,000, or annual incomes exceeding $200,000 or $300,000
together with their spouse). For transactions covered by these
rules, the broker-dealer must make a special suitability
determination for the purchase of these securities and have
received the purchaser's prior written consent to the
transaction.
Additionally, for
any transaction, other than exempt transactions, involving a penny
stock, the rules require the delivery, prior to the transaction, of
a risk disclosure document mandated by the SEC relating to the
penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the
broker-dealer is the sole market-maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over
the market. Finally, monthly statements must be sent disclosing
recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of
broker-dealers to sell our common stock and may affect the ability
to sell our common stock in the secondary market.
The market for our Company's securities is limited and may not
provide adequate liquidity.
Our
common stock is currently quoted on the OTCPINK, a regulated
quotation service that displays real-time quotes, last-sale prices,
and volume information in over-the-counter equity securities. As a
result, an investor may find it more difficult to dispose of, or
obtain accurate quotations as to the price of, our securities than
if the securities were traded on the Nasdaq Stock market, or
another national exchange. There are a limited number of active
market makers of our common stock. In order to trade shares of our
common stock you must use one of these market makers unless you
trade your shares in a private transaction. In the year ended
December 31, 2018 the actual daily trading volume ranged from a low
of 0 shares of common stock to a high of over 9,500 shares of
common stock. Selling our shares can be more difficult because
smaller quantities of shares are bought and sold and news media
coverage about us is limited. These factors result in a limited
trading market for our common stock and therefore holders of our
Company's stock may be unable to sell shares purchased should they
desire to do so.
Item 1B. Unresolved Staff
Comments
None.
Item 2. Properties
The
Company’s primary offices are located at 700 Dorval Drive,
Oakville, Ontario with a presence at 225 Cedar Hill Street,
Marlborough, Massachusetts, pursuant to a lease agreement for the
Oakville property which expires in August 2023.
Item 3. Legal Proceedings
From
time to time we may be a party to various legal proceedings arising
in the ordinary course of our business. Our management is not aware
of any litigation outstanding, threatened or pending as of the date
hereof by or against us or our properties which we believe would be
material to our financial condition or results of
operations.
Item 4. Mine Safety
Disclosure
Not
applicable.
PART II
Item 5. Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Our
common stock, par value $0.001 per share, is presently quoted on
the OTC Pink operated by the OTC Markets Group Inc., on the OTCPINK
under the symbol "PAYD".
The
following table sets forth the high and low bid information for our
common stock as reported by OTCPINK for the eight quarters ended
December 31, 2018 (retroactively to reflect the reverse stock
split). The quotations from the OTCPINK reflect inter-dealer prices
without retail mark-up, mark-down, or commission and may not
represent actual transactions.
|
2017
|
High
|
Low
|
|
Quarter ended March
31, 2017
|
$7.20
|
$2.11
|
|
Quarter ended June
30, 2017
|
$5.10
|
$2.83
|
|
Quarter ended
September 30, 2017
|
$3.81
|
$2.70
|
|
Quarter ended
December 31, 2017
|
$3.58
|
$2.65
|
|
2018
|
High
|
Low
|
|
Quarter ended March
31, 2018
|
$4.10
|
$2.83
|
|
Quarter ended June
30, 2018
|
$4.00
|
$3.00
|
|
Quarter ended
September 30, 2018
|
$4.00
|
$3.25
|
|
Quarter ended
December 31, 2018
|
$3.70
|
$2.30
|
As of April 1,
2019, there were approximately 858 holders of record of our common
stock. Because many of the shares are held by brokers and other
institutions on behalf of stockholders, the Company is unable to
estimate the total number of individual stockholders represented by
these holders of record.
We have
not previously paid cash dividends on our common stock, and intend
to utilize current resources to operate the business; thus, it is
not anticipated that cash dividends will be paid on our common
stock in the foreseeable future.
Exchangeable Shares
Holders of our subsidiary’s exchangeable shares have the same
dividend and distribution rights as holders of Company shares, and
if Company shares are subdivided or in the event of a Company stock
dividend, the exchangeable shares will be equally subdivided, as
exchangeable shares are intended to be economically the same as
shares of common or preferred stock of the Company. The Company
will have a “liquidation call right” in the event of
proposed liquidation, dissolution or winding up of ShipTime Canada
Inc. Absent prior events, the Company will redeem the
exchangeable shares on the fifth anniversary whereby the Company
will redeem the exchangeable shares for shares of the
Company’s preferred stock and common stock. By
agreement, exchangeable shares also may be purchased by ShipTime
Canada Inc. for cancellation. The Company also has a right to
call the shares in the event of a change in the applicable
laws.
The holders of exchangeable shares have an “automatic
exchange right” in the event of any bankruptcy or insolvency
or in general, related proceedings, of ShipTime Canada Inc. or the
Company. The exchangeable shares would at such time be
converted automatically into that number of shares of common stock
and preferred stock of the Company at the agreed upon conversion
ratio. Moreover, Callco will have an overriding call right to
purchase some or all of the exchangeable shares. This mechanism
will be triggered with the automatic exchange right and is
necessary to comply with Canadian tax laws. The exercise of this
call right does not alter the outcome of the exchangeable share
transaction.
Under a
Support Agreement, the Company is required to treat holders of
Exchangeable Shares substantially similar, or economically
equivalent, to holders of Company stock. As such, under the
Support Agreement, the Company cannot declare or pay any dividend
or other distribution on Company stock unless ShipTime Inc.
simultaneously declares or pays the dividend or distribution on the
Exchangeable Shares and has sufficient money or other assets to
meet these requirements. In turn, ShipTime Inc. would effect a
corresponding dividend or distribution of its securities related to
the Exchangeable Shares. The Company also undertakes to
advise ShipTime Inc. of the declaration of dividend or
distribution, among other similar events, and to cooperate with it
to effect the dividend or distribution as of the same record and
effective date. The Company is also required in this
case to segregate funds to pay for the dividend, and to reserve
sufficient number of shares to permit the exchange of the
Exchangeable Shares into the required number of Company shares of
common stock and preferred stock. The Support Agreement is
also binding on any successor to the Company and with respect to
any successor transaction.
Equity Compensation Plan Information
|
|
Number of Securities To be Issued Upon Exercise of Outstanding
Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding Options, Warrants
and Rights
|
Number of Securities Remaining Available For Future Issuance Under
Equity Compensation Plans (Excluding Securities
Reflected
in Column (a)
|
|
|
(a)
|
(b)
|
(c)
|
|
Equity Compensation
Plans Approved by Security Holders
|
16,000
|
$23.33
|
-
|
|
Equity Compensation
Plans Not Approved by Security Holders
|
254,177
|
$3.40
|
275,823
|
|
Total
|
270,177
|
$4.58
|
275,823
|
See
Note 11, Notes to Consolidated Financial Statements for the years
ended December 31, 2018 and 2017 included in Part IV, Item 15, of
this Annual Report, for a discussion of the material features of
the stock options, warrants and related stock plans.
Repurchase of Equity Securities
During
the year ended December 31, 2018 the Company purchased 19,305
shares of common stock which are held in treasury stock for future
issuance.
Item 6. Selected Financial
Data
As a
smaller reporting company, the Company is not required to provide
the information for this Item 6.
Item 7. Management's Discussion and
Analysis of Financial Condition and Results of
Operations
Forward
Looking Statements
This
Annual Report on Form 10-K contains certain forward-looking
statements (within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934)
regarding the Company and its business, financial condition,
results of operations and prospects. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates", "could", "may", "should", "will", "would", and similar
expressions or variations of such words are intended to identify
forward-looking statements in this report. Additionally, statements
concerning future matters such as the development of new services,
technology enhancements, purchase of equipment, credit
arrangements, possible changes in legislation and other statements
regarding matters that are not historical are forward-looking
statements.
Although
forward-looking statements in this Annual Report reflect the good
faith judgment of the Company's management, such statements can
only be based on facts and factors currently known by the Company.
Consequently, forward-looking statements are inherently subject to
risks, contingencies and uncertainties, and actual results and
outcomes may differ materially from results and outcomes discussed
in this report. Although the Company believes that its plans,
intentions and expectations reflected in these forward-looking
statements are reasonable, the Company can give no assurance that
its plans, intentions or expectations will be achieved. For a more
complete discussion of these risk factors, see Item 1A, "Risk
Factors.”
For
example, the Company's ability to maintain a positive cash flow and
to become profitable may be adversely affected as a result of a
number of factors that could thwart its efforts. These factors
include the Company's inability to successfully implement the
Company's business and revenue model, higher costs than
anticipated, the Company's inability to sell its products and
services to a sufficient number of customers, the introduction of
competing products or services by others, the Company's failure to
attract sufficient interest in, and traffic to, its sites, the
Company's inability to complete development of its products, the
failure of the Company's operating systems, and the Company's
inability to increase its revenues as rapidly as anticipated. If
the Company is not profitable in the future, it will not be able to
continue its business operations.
Overview
ShipTime Inc. has
developed a SaaS based application, which focuses on the small to
medium business segment. This offering allows members to quote,
process, generate labels, dispatch and track courier and LTL
shipments all from a single interface. The application provides
customers with a choice of today’s leading couriers and
freight carriers all with discounted pricing allowing members to
save on every shipment. ShipTime can also be integrated into
on-line shopping carts to facilitate sales via e-commerce. We
actively sell directly to small businesses and through long
standing partnerships with selected associations throughout
Canada. Our focus in 2019 will be to significantly grow this
portion of our business.
PAID,
Inc. (the “Company”) has developed AuctionInc, which is
a suite of online shipping and tax management tools assisting
businesses with e-commerce storefronts, shipping solutions, tax
calculation, inventory management, and auction processing. The
product does have tools to assist with other aspects of the
fulfillment process, but the main purpose of the product is to
provide accurate shipping and tax calculations and packaging
algorithms that provide customers with the best possible shipping
and tax solutions.
BeerRun
Software is a brewery management and Alcohol and Tobacco Tax and
Trade Bureau tax reporting software. Small craft brewers can
utilize the product to manage brewery schedules, inventory,
packaging, sales and purchasing. Tax reporting can be processed
with a single click and is fully customizable by state or
providence. The software is designed to integrate with QuickBooks
accounting platforms by using our powerful sync engine. We
currently offer two versions of the software BeerRun and BeerRun
Light which excludes some of the enhanced features of BeerRun
without disrupting the core functionality of the software.
Additional features include Brewpad and Kegmaster and can be added
on to the base product. Craft brewing is on the rise in the United
States and we feel that there is a large potential to grow this
portion of our business.
Critical
Accounting Policies
Our
significant accounting policies are more fully described in Note 3
to our consolidated financial statements. However, certain of our
accounting policies are particularly important to the portrayal of
our financial position and results of operations and require the
application of significant judgment by our management; as a result,
they are subject to an inherent degree of uncertainty. In applying
these policies, our management makes estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosures. Those estimates and judgments are
based upon our historical experience, the terms of existing
contracts, our observance of trends in the industry, information
that we obtain from our customers and outside sources, and on
various other assumptions that we believe to be reasonable and
appropriate under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different
assumptions or conditions. Our critical accounting policies
include:
Revenue Recognition
The
Company generates revenue principally from the sales related to the
label generation services, shipping calculator services, brewery
management software subscriptions, and client
services.
The
Company recognizes revenues in accordance with the FASB ASC Topic
606. Accordingly, the Company recognizes revenues when the transfer
of goods or services to customers at an amount that reflects the
consideration to which the entity expects to be entitled in
exchange for those goods or services.
For
label generation service revenues the Company recognizes revenue
when a customer has successfully prepared a shipping label and had
a pickup. Customers with pickups after the end of the reporting
period are recorded as contract liabilities on the consolidated
balance sheets. The service is offered to consumers via an online
registration and allows users to create a shipping label using a
credit card on their account. ShipTime, in partnership with the
Canadian Federation of Independent Businesses (“CFIB”),
offered a cash rebate to its customers. Revenues were recognized
net of the cash rebates, which were held in “funds held in
trust” account in the accompanying consolidated balance
sheets. The cash rebates are available for twelve months for future
use. Rebate revenue is recognized when the rebate is used. During
2018, the Company added a new airline mile program to replace the
rebate program. Customers can earn 5% of their base and fuel spend
on ShipTime revenue in the form of Aeroplan miles.
For
shipping calculator revenues and brewery management software
revenues, the Company recognizes subscription revenue on a monthly
basis. Shipping calculator customers’ renewal dates are
based on their date of installation and registration of the
shipping calculator line of products. The timing of the revenue
recognition and cash collection may vary within a given quarter and
the deposits for future services are recorded as contract
liabilities on the consolidated balance sheets. Brewery management
software subscribers are billed monthly at the first of the month.
All payments are made via credit card for the month
following.
Foreign Currency
The
currencies of ShipTime, the Company’s international
subsidiary, are in Canadian dollars. Foreign currency denominated
assets and liabilities are translated into U.S. dollars using the
exchange rates in effect at December 31, 2018. Results of
operations and cash flows are translated using the average exchange
rates throughout the period. The effect of exchange rate
fluctuations on translation of assets and liabilities is included
as a component of shareholders’ equity in accumulated other
comprehensive income.
Long-Lived Assets
The
Company reviews the carrying values of its long-lived assets for
possible impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. If the
expected future cash flow from the use of the asset and its
eventual disposition is less than the carrying amount of the asset,
an impairment loss is recognized and measured using the fair value
of the related asset. During the year ended December 31, 2018 the
Company recorded impairment to goodwill in the amount of
$10,354,172. There can be no assurance, however, that market
conditions will not change or demand for the Company’s
services will continue, which could result in additional impairment
of long-lived assets in the future.
Share-Based Compensation
The
Board of Directors has on occasion voted to award stock options or
preferred shares to employees or directors. The price at which the
option shares may be purchased is based on the fair market value of
the shares on the date of the agreement. Each recipient’s
option agreement may differ; the vesting terms may vary from fully
vested immediately to one-third immediately, one-third vesting in
18 months and the final one-third vesting in 36 months from the
date of the grant or one-third immediately, one-third vesting on
January 1, 2019 and one-third vesting on January 1, 2020.
Historically the options granted have had a 10-year term. If the
recipient’s employment or relationship with the Company is
terminated the options recipient may be allowed up to three months
to exercise their options. Option compensation is calculated by
using the
Black-Scholes-Merton option pricing model to estimate the fair
value of these share-based awards.
Results of Operations
Comparison of the years ended December 31, 2018 and
2017
The
following discussion compares the Company's results of operations
for the year ended December 31, 2018 with those for the year ended
December 31, 2017. The Company's consolidated financial
statements and notes thereto included elsewhere in this Annual
Report contain detailed information that should be referred to in
conjunction with the following discussion.
Revenues
The
following table compares total revenue for the periods
indicated.
|
|
Years ended December 31,
|
||
|
|
2018
|
2017
|
% Change
|
|
Client
services
|
$16,079
|
$22,702
|
(29)%
|
|
Shipping calculator
services
|
176,159
|
205,748
|
(14)%
|
|
Brewery management
software
|
273,294
|
309,049
|
(12)%
|
|
Shipping
coordination and label generation services
|
8,787,918
|
7,034,498
|
25%
|
|
Total
revenues
|
$9,253,450
|
$7,571,997
|
22%
|
Revenues increased
22% in 2018 primarily from the continued growth of the shipping
coordination and label generation services.
Client
services revenues decreased $6,623 or 29% to $16,079 compared to
$22,702 in 2017. The decrease was attributable to depleting
inventory of our movie posters available for auction.
Shipping calculator
service revenues decreased $29,589 or 14% to $176,159 compared to
$205,748 in 2017. The decrease was attributed to limited offerings
of new services in the AuctionInc. portal. The Company is preparing
to launch a new platform and has discontinued selling to new
clients.
Brewery management software revenues decreased $35,755 or 12% to
$273,294 in 2018 compared to $309,049 in 2017. The decrease is
attributable to the additional competition in the brewery
management software industry.
Shipping
coordination and label generation service revenues increased
$1,753,420 or 25% to $8,787,918 in 2018 compared to $7,034,498 in
2017. The increase is attributable to the increased marketing, new
corporate partnerships and brand recognition for this segment of
our business.
Gross Profit
Gross
profit increased $305,907 or 16% to $2,191,267 in 2018 compared to
$1,885,360 in 2017. Gross margin decreased 1 percentage points to
24% in 2018 from 25% in 2017. The decrease in gross margin was
partially due to the adjustments in pricing for several of our
shipping coordination and label generation customers.
Operating Expenses
Total
operating expenses in 2018 were $13,846,660 compared to $2,576,112
in 2017, an increase of $11,270,548 or 438%. The increase is mainly
due to the goodwill impairment of $10,354,172 recorded in the
fourth quarter of 2018.
Other Income/Expense, net
Net
other income (expense) in 2018 was $60,571 compared to ($2,477) in
the same period of 2017, a change of $63,048. This is primarily
attributable to new program in place to award airline miles in lieu
of rebates on certain transactions. The existing rebate credits
have a higher value than the airline miles. As customers elect to
convert credits to miles the Company records the difference in
other income.
Net Loss
The
Company incurred a net loss in 2018 of $11,531,526 compared to a
net loss of $617,020 for the same period in 2017. The losses for
2018 and 2017 represent $(7.06) and $(0.37) per common share,
respectively.
Inflation
The
Company believes that inflation has not had a material effect on
its results of operations.
Operating Cash Flows
A
summarized reconciliation of the Company's net loss to cash
provided by operating activities for the years ended December 31,
2018 and 2017 is as follows:
|
|
2018
|
2017
|
|
Net
loss
|
$(11,531,526)
|
$(617,020)
|
|
Loss on impairment
of goodwill
|
10,354,172
|
-
|
|
Depreciation and
amortization
|
836,292
|
859,210
|
|
Write-off of other
receivables
|
-
|
1,044
|
|
Provision for bad
debt
|
-
|
14,824
|
|
Share-based
compensation
|
599,799
|
118,572
|
|
Deferred income
taxes
|
(84,075)
|
(77,078)
|
|
Loss on disposal of
property and equipment
|
1,930
|
-
|
|
Unrealized loss on
stock price guarantee
|
3,527
|
13,310
|
|
Changes in current
assets and liabilities
|
137,100
|
135,403
|
|
Net cash provided
by operating activities
|
$317,219
|
$448,265
|
Working Capital and Liquidity
The
Company had cash and cash equivalents of $632,331 at December 31,
2018 compared to $535,520 at December 31, 2017. The Company had
negative working capital of $1,364,676 at December 31, 2018 an
increase of $50,832 compared to a negative working capital of
$1,314,844 at December 31, 2017. The decrease in negative working
capital is attributed to the increase in cash on hand at year end
as a result of the positive cash flow from operations.
The
Company may need an infusion of additional capital to fund
anticipated operating costs over the next 12 months. Management
believes that the Company may have adequate cash resources to fund
operations during the next 12 months. In addition, management
continues to explore opportunities and has organized additional
resources to monetize its patents. However, there can be no
assurance that anticipated growth in new business will occur, and
that the Company will be successful in monetizing its patents.
Management continues to seek alternative sources of capital to
support operations.
Item 7A. Quantitative and Qualitative
Disclosure about Market Risk
As a
smaller reporting company, the Company is not required to provide
the information for this Item 7A.
Item 8. Financial Statements and
Supplementary Data
The
financial statements listed in Item 15(a) are incorporated herein
by reference and are filed as a part of this report and follow the
signature pages to this Annual Report on Form 10-K on page
31.
Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial
Disclosure
None.
Item 9A. Controls and
Procedures
Evaluation of Disclosure Controls and Procedures
The
Company's management, including the Chief Executive Officer of the
Company and the Chief Financial Officer of the Company, as its
principal financial officers have evaluated the effectiveness of
the Company's “disclosure controls and procedures,” as
such term is defined in Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Based upon this evaluation, the Chief Executive
Officer, and Chief Financial Officer both have concluded that, as
of December 31, 2018, the Company's disclosure controls and
procedures were not effective, due to material weaknesses in
internal control over financial reporting, for the purpose of
ensuring that the information required to be disclosed in the
reports that the Company files or submits under the Exchange Act
with the Securities and Exchange Commission is recorded, processed,
summarized and reported within the time period specified by the
Securities and Exchange Commission's rules and forms, and is
accumulated and communicated to the Company's management, including
its principal executive and financial officers, as appropriate to
allow timely decisions regarding required disclosure.
As
described in our accompanying Management's Annual Report on Internal Control
over Financial Reporting, we have identified six remaining
material weaknesses in internal control over financial reporting.
Because of these remaining material weaknesses, we concluded that,
as of December 31, 2018, our internal control over financial
reporting was not effective based on the criteria outlined in
Internal Control-Integrated
Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).
Accordingly, we have also concluded that our disclosure controls
and procedures were not effective as of December 31,
2018.
We
continued to implement new procedures and controls in 2018 and have
taken significant steps to remediate the material weaknesses at the
entity and activity levels, and to review further our procedures
and controls in 2019. In addition, we expect to make additional
changes to our infrastructure, personnel and related processes that
we believe are also reasonably likely to strengthen and materially
affect our internal control over financial reporting.
Prior
to the complete remediation of these material weaknesses, there
remains risk that the processes and procedures on which we
currently rely will fail to be sufficiently effective, which could
result in material misstatement of our financial position or
results of operations and require a restatement. Moreover, because
of the inherent limitations in all control systems, no evaluation
of controls even where we conclude the controls are operating
effectively can provide absolute assurance that all control issues,
including instances of fraud, if any, have been detected. These
inherent limitations include the realities that judgments in
decision-making can be faulty, and breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of
any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Over time, our control
systems, as we develop them, may become inadequate because of
changes in conditions, or the degree of compliance with the
policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due
to error or fraud may occur and not be detected and could be
material to our financial statements.
The
certifications of our principal executive officer and principal
financial officer required in accordance with Rule 13a-14(a) under
the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002
are attached as exhibits to this Annual Report on Form 10-K. The
disclosures set forth in this Item 9A contain information
concerning (i) the evaluation of our disclosure controls and
procedures, and changes in internal control over financial
reporting, referred to in paragraph 4 of the certifications, and
(ii) material weaknesses in the design or operation of our internal
control over financial reporting, referred to in paragraph 5 of the
certifications. Those certifications should be read in conjunction
with this Item 9A for a more complete understanding of the matters
covered by the certifications.
Management's Annual Report on Internal Control over Financial
Reporting
Management is
responsible for establishing and maintaining effective internal
control over financial reporting of the Company. Internal control
over financial reporting is a process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial
Officer and effected by our Board of Directors, management and
other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles.
Our
internal control over financial reporting includes those policies
and procedures that: (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect our
transactions and dispositions of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorizations
of our management and directors; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a
material effect on the financial statements.
A
material weakness is a deficiency, or combination of deficiencies,
in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected
on a timely basis.
Management, with
the participation of our principal executive officer and principal
financial officer, is required to evaluate the effectiveness of our
internal controls over financial reporting as of December 31, 2018
based on criteria established under the COSO integrated framework
of internal controls. The COSO framework identifies five components
of internal control and provides a basis for evaluating the
effectiveness of internal controls. Management has concluded that
our internal controls over financial reporting were not effective
as of December 31, 2018 due to the following:
1.
Entity
Level Controls
-
Ineffective
control environment, including lack of corporate
governance
-
Ineffective
communication of information
-
Ineffective
monitoring of activities
2.
Activity
Level Controls
-
Lack of
procedures and control documentation
1. Inadequate Entity Level Controls
Ineffective Control Environment, Including Lack of Corporate
Governance
The
Control Environment is the tone of an organization and how the tone
influences the control consciousness of its people. Control
Environment factors include, the integrity, ethical values, and
competence of the entity’s people; management’s
philosophy and operating style; the way management assigns
authority and responsibility; the way management organizes and
develops its people; and the attention and direction provided by
the audit committee and board of directors. The Control Environment
includes the Company’s Corporate Governance which is made up
of a set of practices, policies, laws, and principals, designed to
provide guidance and structure to directors, managers, and
employees with a clear view of corporate goals and business
objectives. These processes and procedures need to be clearly
defined, presented and administered to each participant in the
organization, and should document the distribution of rights and
responsibilities among employees, management, clients and
customers.
Steps taken towards Remediation for an Ineffective Control
Environment:
|
●
|
The
Company has strengthened its hiring and employment practices by
completing in-depth screenings of new personnel, and has initiated
formal employee review procedures.
|
|
●
|
Management
has direct oversight and responsibility for independent contractors
and consultants. All independent contractors and consultants are
required to follow strict corporate policies relating to
confidential information, and non-disclosure of corporate and
client data. Management sets project goals and objectives for each
independent contractor and consultant and measures the performance
of each on a regular basis.
|
|
●
|
Management
and the Board formally meet to discuss our filings and the
discussions are being documented for future reference. During these
discussions, our auditors, and legal counsel may present to the
Company various information which may be of material importance to
our financial reporting and internal controls.
|
|
●
|
The
Company has made improvements by designing and drafting a corporate
governance policy which has been approved by the Board of
Directors, which documents the role of the Board and management,
functions of the Board, role of the Audit Committee, agenda items
for Board meetings, recoupment of unearned compensation,
indemnification, reporting of concerns and complaints, and director
access to management.
|
|
●
|
The
Board of Directors has been increased from 3 to 5 members to create
awareness and assist with decisions presented to the
Board.
|
|
●
|
The
Board of Directors has appointed a Compensation Committee Chairman
to oversee matters relating to employment, personnel and
independent contractors.
|
Ineffective Communication of Information
Information and
communication systems support the identification, capture, and,
exchange of information in a form and time frame that enable people
to carry out their responsibilities. This component includes
information technology controls which are specific activities
performed by persons of systems designed to ensure that the
business objective can be met, protect the business from fraud and
collusion, and keep the corporate assets protected and
safe.
Steps taken towards Remediation of Ineffective Communication of
Information:
|
●
|
Enhanced
the documentation and procedures of our information technology to
control assurance that changes to financial applications are
properly authorized and tested and that access to our information
systems and financial applications are appropriately
restricted.
|
||
|
●
|
Updated
our information systems user profiles to improve access
controls.
|
||
|
●
|
Implemented
improvements to our information systems to further address control
deficiencies.
|
||
|
●
|
Updated
secure backup procedures with best practice methodologies for
protecting our financial data and, in case of a
problem.
|
||
|
●
|
Enhanced
the documentation of certain core proprietary technologies so that
there is more redundancy and protection of corporate
assets.
|
||
Ineffective Monitoring of Activities
Monitoring is a
process that assesses the quality of internal control performance
over time.
Steps taken towards Remediation of Ineffective Monitoring of
Activities:
|
●
|
The
Company has reorganized the organizational reporting structure to
enable greater oversight and control of operations which has
increased the level of awareness and accountability.
|
|
●
|
The
Company meets regularly throughout the year to review operating
results, policies and procedures, and employee reviews and
practices.
|
|
●
|
New
management personnel are required to review their procedures and
policies to make sure they are effective. The Company is evaluating
the procedure and polices that have material weakness and
developing corrective action plans to strengthen our internal
controls.
|
|
●
|
The
Company has made changes to its policies and procedures with regard
to its financial reporting systems. Upgrades to software systems
have been made which has resulted in the automation of accounting
transactions and has enhanced our financial reporting and
timeliness of operating results. Management and staff are more
integrated into the review process.
|
|
●
|
Finance
staff is required to review expenses for proper approval and
accounting treatment. Managers and staff are required to have
expenditures pre-approved by their supervisor. All significant
expenditures require multiple approvals including Company
officers.
|
The
Company believes significant improvements have been made to
remediate its material weakness in the internal controls over
financial reporting at the entity level, but does not have the
appropriate documentation to support its efforts. The Company also
believes that further work is still required to develop appropriate
controls in some aspects of entity level control to provide
reasonable assurance that controls are designed in the most
effective and efficient manner possible. While we believe these
changes will be effective at mitigating risk of material error,
there continues to be additional work required for us to conclude
that all three of these control areas are operating effectively. As
noted in the Management's Report on Internal Control over Financial
Reporting, we consider each of these control areas within the
entity level control to constitute a material
weakness.
The
Company has taken significant steps to reduce risks associated with
information technology controls and documentation. During the year
ended we implemented onboarding and off-boarding processes for all
employees ensuring passwords, network access and equipment are
strictly monitored. Out information technology department has
worked toward cross training and redundancies to assure that no one
single person has the ability to make changes to the core operating
systems of our products. Additionally, we have contacted with our
third party hosting provider to gain the ability to increase
bandwidth in cases of larger than normal traffic to our websites
and servers. The critical employees have continued network access
with additional access to two independent internet
providers.
In
addition to the ongoing increase of documentation of the policies
and procedures the Company has added increased internal controls
with regard to the segregation of duties. As the Company grows and
adds additional management level personnel it is increasingly
easier to segregate duties. We have also added internal spending
and approval limits to monitor activities.
2.
Inadequate Activity Level Controls
Lack of Procedures and Control Documentation
The
Company lacks specific documentation relating to certain accounts,
and financial closing, which in effect make these internal controls
ineffective. The lack of documentation in internal controls
relating to these accounts may affect the financial statements and
will directly affect the nature and timing of other auditing
procedures for certain activities.
Steps taken towards Remediation of Revenue
Recognition:
|
●
|
The
Company upgraded its transactional processing systems which
resulted in the automation of several manual accounting tasks. This
automation eliminated the risk of human error for these manual
tasks and created a more concise audit trail in the revenue
recognition process.
|
|
●
|
All
sales are reconciled across the Company's multiple revenue and
accounting systems comparing for any discrepancies.
|
|
●
|
The
Company continues to document new processes and procedures to
assure employees are following proper protocols with regard to
activity that has an effect on the financial transactions of the
Company.
|
Steps taken towards Remediation of Expenditures and Accounts
Payable:
|
●
|
Expenses
are reviewed as incurred for proper accounting treatment and
approval, department heads are responsible for budgeting and
reviewing all expenses for their department..
|
|
|
●
|
The
Vendor Master File is reviewed for updates and changes and any
changes are analyzed and monitored for their activity and
frequency.
|
|
|
●
|
Management
evaluates all new client relationships for savings opportunities
and value.
|
|
|
●
|
The
Chief Financial Officer is required to review and approve all cash
disbursements.
|
|
|
●
|
Policies for
accounts payable approvals and payments have been reviewed with all
department heads.
|
|
Steps taken towards Remediation of Financial Closing:
|
●
|
The
Company closes its books and reconciles all accounts monthly, and
provides management with a comprehensive set of financial and
operating reports and analysis of results.
|
|
|
●
|
The CEO
and CFO receive monthly financial updates on each segment of the
Company.
|
|
The
Company has made significant improvements to the activity level
controls specifically with regard to the deficiencies with the
financial close. In addition, further work is required to develop
appropriate controls in the other aspects of activity level control
to provide reasonable assurance that controls are designed in the
most effective and efficient manner possible. Therefore, while we
believe these changes are effective at mitigating risk of material
error, there continues to be additional work required for us to
conclude that both of these control areas are operating
effectively. Therefore, as noted in the Management's Report on
Internal Control over Financial Reporting, we consider each of
these control areas within the activity level control to constitute
a material weakness.
A
factor for our internal control deficiencies is the small size of
the Company and the lack of a financial expert on the Audit
Committee of the Board of Directors and other corporate governance
controls. As defined by the Public Company Accounting
Oversight Board Auditing Standard No. 5, a material weakness is a
significant control deficiency or a combination of significant
control deficiencies that results in there being more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.
Management continues to monitor and assess the controls to ensure
compliance.
As a
smaller reporting company, our independent registered public
accounting firm is not required to issue a report on the Company's
internal control over financial reporting as of December 31,
2018.
Changes in Internal Control Over Financial Reporting
As
discussed in the Managements' Annual Report on Internal Control
over Financial Reporting, the Company made continuous improvements
to the entity and activity controls and expects to take further
steps in 2019 to remediate the outlined deficiencies. The Company
has implemented a substantial amount of policies and procedures
with regard to financial reporting, specifically in terms of
segregation of duties. The CEO and CFO have worked with the
Controller and management to identify areas of improvement and
together they created appropriate written procedures for approvals
and spending limits for individuals within the Company.
Departmental budgets have been established and all transactions are
reviewed monthly. The Company has also implemented dual approval
and review of all cash disbursements and financial transactions.
While we believe they are effective at mitigating risk of material
error, we have not yet concluded that they are operating
effectively. There were several areas of improvement in our
segregation of duties, financial closing, and information
technology controls that have positively impacted our internal
control over financial reporting for the fiscal year ended
2018.
Item 9B. Other
Information
Not
applicable.
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
Directors and Executive Officers
The
following table sets forth certain information regarding the
directors and executive officers of PAID:
|
Name
|
|
Age
|
|
Position
|
|
Allan
Pratt
|
|
61
|
|
CEO
|
|
W.
Austin Lewis, IV
|
|
43
|
|
CFO
|
|
Andrew
Pilaro
|
|
49
|
|
Director
|
|
Laurie
Bradley
|
|
64
|
|
Director
|
|
David
Ogden
|
|
55
|
|
Director
|
Andrew
Pilaro was elected as of September 19, 2000, for a term expiring at
the 2001 Annual Meeting of Stockholders and until their successors
are elected and qualified. W. Austin Lewis was appointed on July
31, 2012. In December 2016, Terry Fokas resigned from the Board of
Directors to be replaced by Allan Pratt. On December 30, 2016 the
Company amended its Bylaws to expand the existing Board of
Directors from three positions to five positions. Two additional
members were added to the board, David Ogden and Laurie Bradley.
Under Delaware law, unless otherwise provided in the certificate of
incorporation or bylaws, directors are elected for one year terms
at the annual meeting of shareholders. The Amended Bylaws would
provide for the Board to be divided into three classes of directors
serving staggered three-year terms. As a result,
approximately one-third of the Board will be elected each year.
Initially, five directors will serve between one to three
year terms. The directors placed in a Class I position will
serve for approximately one year. The directors placed in a
Class II position will serve for approximately two years. The
directors placed in a Class III position will serve approximately
three years. After this transitional arrangement, the Directors
will serve for three year terms, with one class being elected each
year.
Andrew Pilaro has served as a Director
of PAID since September 2000. Since 2005, he has served as
Chairman of CAP Advisors Limited, an investment management company,
with responsibility for asset management. Mr. Pilaro was asked to
serve as a director because he provides investment management
skills and general business background.
W. Austin Lewis, IV currently serves as
CFO and Director of PAID as well as serving as a member of the
Audit Committees and Compensation Committees for MAM Software, Inc.
(MAMS) and Medite (MDIT). Since 2004, Mr. Lewis has
served as Chief Executive Officer of Lewis Asset Management
Corporation, an investment management company he founded, where he
is also the Portfolio and Chief Investment Officer of the Lewis
Opportunity Fund. Prior to founding Lewis Asset Management, Mr.
Lewis held a variety of positions with investment firms, including
Puglisi & Co., Thompson Davis & Co., and Branch Cabell
& Company. Mr. Lewis holds a Bachelor of Science in Finance and
a Bachelor of Science in Financial Economics from James Madison
University. Mr. Lewis was asked to serve as a director
because he had a thorough knowledge, through his prior investment
in the Company, of the Company’s strengths and weaknesses and
has a strong background in being able to make companies run
efficiently and successfully.
Allan Pratt is named CEO and President
and Director of the Company. Mr. Pratt formed emergeIT in 2008 and
is its co-founder, CEO and President. emergeIT, also known as
ShipTime, is a world leader in web delivered solutions in the
transportation industry representing major channel partners such as
Costco with over 50,000 members and growing. In 1985, Pratt began
the creation of an operational and sales network in the U.S. to
provide a next day service to Canada from 50 U.S. cities into a
Canadian regional carrier’s primary footprint. The business
continued to grow and evolve until the acquisition by FedEx in
1988. As a Global Sales Manager at FedEx and Vice President of
Canada’s largest freight forwarder and LTL provider, Mr.
Pratt developed teams of vertical market specialists providing
cycle time reduction and information technology solutions. In the
automotive and telecommunications industry, Mr. Pratt was
instrumental in developing and implementing new supply chain models
which led to an overall decrease in North American distribution
centers, improved order fulfillment, cycle times and overall cost
reductions, while increasing customer satisfaction levels. Mr.
Pratt has been selected for his strong management and leadership
skills.
David Ogden is President of Soho
Management Consulting since November 2013. He was also Senior Vice
President of International Operations of Delhivery.com from October
2015 to October 2016. Further, he was Senior Vice President for
Operations & Logistics to Global Access from March 2015 to
August 2015, and owners of Soho Print, a digital print and
promotions firm, from 2003 through 2013. Mr. Ogden also held
positions with Helios-SinoGulf Property Development, Egypt Express,
and FedEx Logistics. Mr. Ogden has been selected as Director for
his expertise in shipping and delivery in commerce.
Laurie Bradley is the President of ASG
Renaissance and is responsible for corporate strategy and business
development including the delivery of human capital solutions and
development of partnership relationship. In 2009 Ms. Bradley
launched Blue Force Services a subsidiary of ASG focusing the
Company’s defense and security services, training programs,
technical documentation services and program management to both
commercial and defense clients. In 2007 Ms. Bradley launched the
Mosaic Advantage, a network of minority, women, and veteran owned
businesses providing them with access to larger business
opportunities, coaching, mentoring and financial services.
Ms. Bradley has worked in both the public and private sectors
specializing in talent management, executive leadership and
advisory services. Ms. Bradley holds a Bachelor of Arts degree from
McMaster University and a certificate in Business Strategy from
Cornell University.
The
Company has not made any material changes to the procedures by
which security holders may recommend nominees to the Board of
Directors. The Board does not have a separate nominating committee
or compensation committee.
Audit Committee
The
Securities and Exchange Commission has adopted rules to implement
certain requirements of the Sarbanes-Oxley Act of 2002 pertaining
to public company audit committees. One of the rules requires a
company to disclose whether it has an “audit committee
financial expert” serving on its audit committee. Based on
its review of the criteria of an audit committee financial expert
under the rule adopted by the SEC, the Board of Directors does not
believe that any member of the Board of Directors' Audit Committee
would be described as an audit committee financial expert. At this
time, the Board of Directors believes it would be desirable for the
Audit Committee to have an audit committee financial expert serving
on the committee. While from time to time informal discussions as
to potential candidates have occurred, no formal search process has
commenced. Andrew Pilaro, one of the Company’s independent
directors, is the sole member of the audit committee. The audit
committee does not have a charter.
Audit Committee Report
The
Audit Committee reviewed and discussed our audited consolidated
financial statements for the year ended December 31, 2018 with our
management. The Audit Committee also reviewed and
discussed our audited consolidated financial statements and the
matters required to be discussed, by the Public Company Accounting
Oversight Board (“PCAOB”), including material
weaknesses and other internal control deficiencies with KMJ Corbin
& Company LLP, our independent registered public accounting
firm. The Audit Committee received from KMJ Corbin & Company
LLP the written disclosures and letter required by applicable
requirements of the PCAOB regarding the independent accountant's
communications with the audit committee concerning independence,
and has discussed with the independent accountant the independent
accountant's independence.
Based
on the reviews and discussions referred to above, the Audit
Committee recommended to our Board of Directors that our audited
consolidated financial statements be included in our Annual Report
on Form 10-K for the year ended December 31,
2018.
|
|
The
Audit Committee
|
|
|
Andrew
Pilaro
|
Code of Ethics
The
Company has adopted a Code of Ethics that applies to all of its
directors, officers, and employees, including its principal
executive officer, principal financial officer, principal
accounting officer, or controller, or persons performing similar
functions. A written copy of the Company's Code of Ethics will be
provided to anyone, free of charge, upon request to: W. Austin
Lewis, CFO, PAID, Inc., 225 Cedar Hill Street, Marlborough,
Massachusetts 01752.
Any
waiver of the code of business conduct and ethics for directors or
executive officers, or any amendment to the code that applies to
directors or executive officers, may only be made by the board of
directors. We intend to satisfy the disclosure requirement under
Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a
provision of this code of ethics by posting such information on our
website, at the address and location specified above. To date, no
such waivers have been requested or granted.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10%
of the Company's outstanding Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock. These persons are
required by SEC regulation to furnish the Company with copies of
all such reports they file. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the
Company and representations that no other reports were required,
all Section 16(a) filing requirements applicable to its officers
and directors and beneficial owners of more than 10% of the
Company's stock, have been complied with for the period which this
Form 10-K relates.
Item 11. Executive
Compensation
On May
10, 2017, the Board of Directors appointed Laurie Bradley as the
Chairman of the Compensation Committee. Ms. Bradley along with the
remaining Board of Directors will be responsible for carrying out
the Boards responsibilities relating to executive compensation,
employment agreements, executive succession and equity based
compensation programs and practices of the Company.
Compensation to the Named Executive Officers
The
following table sets forth the compensation of the Company's chief
executive officer, the chief financial officer, and each officer
whose total cash compensation exceeded $100,000, for the last two
fiscal years ended December 31, 2018 and 2017.
|
|
Summary
Compensation Table
|
||||
|
|
|
|
|
|
|
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Option Awards ($)
|
Total
|
|
W. Austin Lewis, IV
(1),(2),(3),(4) (CFO)
|
2018
|
$180,000
|
$82,695
|
$0
|
$262,695
|
|
|
2017
|
$180,000
|
$0
|
$0
|
$180,000
|
|
Allan Pratt (CEO)
(5),(6),(7),(8)
|
2018
|
$185,000
|
$108,015
|
$0
|
$293,015
|
|
|
2017
|
$185,000
|
$0
|
$0
|
$185,000
|
1.
Mr. Lewis’s
start date was July 31, 2012.
2.
Mr. Lewis’s
salary was approved by the Board of Directors at
$180,000.
3.
Mr. Lewis received
additional compensation of 69,804 preferred shares valued at $8,881
in August 2018.
4.
Mr. Lewis is to
receive additional compensation of $73,814 to be paid in preferred
shares and cash in 2019.
5.
Mr. Pratt’s
start date was December 30, 2016
6.
Mr. Pratt’s
salary and employment agreement were approved by the Board of
Directors on December 19. 2016.
7.
Mr. Pratt received
additional compensation of 123,780 preferred shares valued at
$15,747 in August 2018.
8.
Mr. Pratt is to
receive additional compensation of $92,268 to be paid in preferred
shares and cash in 2019.
The
following tables set forth certain information related to
outstanding equity awards as of December 31, 2018 for our executive
officers.
|
|
Option Awards
|
|
|
|
|
|
Name
|
Number of
Securities Underlying Unexercised Options (#)
Exercisable
|
Number of
Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned
Options (#)
|
Option Exercise
Price ($)
|
Option
Expiration
Date
|
|
W. Austin
|
10,000
|
-
|
-
|
$0.975
|
08/08/2022
|
|
Lewis, IV
|
10,000
|
-
|
-
|
$0.975
|
10/15/2022
|
|
CFO (PFO)
|
2,000
|
-
|
-
|
$0.975
|
12/06/2022
|
|
(PEO)
|
2,000
|
-
|
-
|
$0.975
|
05/21/2023
|
|
|
4,000
|
-
|
-
|
$0.975
|
11/18/2024
|
|
|
2,000
|
-
|
-
|
$0.975
|
04/01/2026
|
None of the Company's executive
officers who serve as directors receive separate compensation from
the Company for serving as directors.
On August 26, 2016 the Board of
Directors approved to vote to reprice 53,500 stock options and
fully vest any unvested options for two employees and three board
members. The grant price was lowered to $0.975 which reflects the
market value of the stock.
In 2018, the Company compensated a
number of non-executive employees through stock option grants under
the Company’s 2018 Non-Qualified Stock Option Plan. The
Company granted 215,177 stock options to employees and consultants
during the year ended December 31, 2018. The options have vesting
periods of immediately and over a two-year period, they expire if
not exercised within ten years from grant date, and the exercise
price ranges from $3.50 to $4.10 per share. As a result of the
issuance, the Company recorded share-based compensation expense of
$575,171 during the year ended December 31, 2018. There was no
stock-based compensation for non-employee members of our Board of
Directors.
Employment
Agreement
Mr. Allan Pratt was unanimously
appointed the Company’s President and Chief Executive
Officer. Effective December 30, 2016, Mr. Pratt entered into a 3
year employment agreement. The Employee shall have such
duties and authority as are normally associated with the senior
officer of a corporation and any other duties reasonably assigned
to the Employee by the Board of Directors of the Company.
Compensation was set at $185,000 with options for bonus and equity
awards. In the event that the Mr. Pratt’s employment is
terminated by the Company during the initial term without cause or
terminated by Mr. Pratt “for good reason”, the Company
is required to pay a lump sum severance payment equal to three
times his compensation set forth as base salary and bonus until
Employee’s second anniversary, and thereafter during the
Initial Term for a lump sum severance payment equal to three times
his base salary only.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters
To the knowledge of
the management of the Company the following table sets forth the
beneficial ownership of our common stock as of March 30, 2019 of
each of our directors and executive officers, and all of our
directors and executive officers as a group, and other beneficial
owners holding more than five percent of the Company’s issued
and outstanding shares.
|
|
Amount and
Nature of Beneficial Ownership
|
|
Percent of Class
(3)
|
|
W. Austin Lewis,
IV
|
369,179
|
(1)(4)
|
23%
|
|
Allan Pratt
|
211,156
|
(4)
|
13%
|
|
John Smith
|
111,770
|
(4)
|
7%
|
|
Christopher
Coghlin
|
163,790
|
|
10%
|
|
Andrew Pilaro
|
28,337
|
(2)
|
2%
|
|
All directors beneficial
owners
|
884,232
|
|
55%
|
|
(1)
|
Included
are options to purchase 30,000 shares of the Company’s common
stock, 34,425 warrants and 47,100 shares held for which W. Austin
Lewis, IV is the General Partner.
|
||
|
(2)
|
Includes options to
purchase 26,000 shares of the Company's common stock.
|
||
|
(3)
|
Percentages
are calculated on the basis of the amount of outstanding securities
plus for such person or group, any securities that person or group
has the right to acquire within 60 days.
|
||
|
(4)
|
Included in this
amount are shares authorized and reserved for future issuance from
exchangeable shares.
|
||
To the
knowledge of the management of the Company, based solely on our
review of SEC filings, four shareholders are the beneficial owner
of more than five percent of the Company’s common
stock.
The
information regarding the Company's “Equity Compensation Plan
Information” is incorporated herein by reference in Part II,
Item 5 of this Annual Report on Form 10-K.
Item 13. Certain Relationships and
Related Transactions, and Director Independence
The
Company did not engage in any transaction in 2018 or 2017, and does
not currently propose any transaction, in which the Company was a
participant whereas the amount involved exceeds $120,000, and in
which any related person had or will have a direct or indirect
material interest.
Review, Approval or Ratification of Transactions with Related
Parties
It is
our unwritten policy, which policy is not otherwise evidenced, for
any related party transaction that involves more than a de minimis
obligation, expense or payment or stock option or equity grants, to
obtain approval by our entire board of directors prior to our
entering into any such transaction. In conformity with our various
policies on related party transactions, any transactions discussed
in this Item 13 has been reviewed and approved by our board of
directors.
Director Independence
The
Company has a majority of independent directors with Laurie Bradley
as the sole member of the compensation committee and Andrew Pilaro
is the sole member of the audit committee.
Our
board of directors currently consists of five members. Our board of
directors determined that the three directors, Andrew Pilaro,
Laurie Bradley and David Ogden, are independent under the standards
of the “Nasdaq Global Market" pursuant to Nasdaq Listing Rule
5605.
Item 14. Principal Accountant Fees and
Services
KMJ Corbin &
Company LLP (“KMJ”) is our independent registered
public accounting firm for the years ended December 31, 2018, and
2017.
The
following is a summary of the fees billed to the Company by KMJ for
professional services rendered for the years ended December 31,
2018 and 2017. These fees are for work performed in the years
indicated and, in some instances, we have estimated the fees for
services rendered but not yet billed.
|
|
2018
|
2017
|
|
Audit Fees:
|
|
|
|
Consists of fees
billed for professional services rendered for the audit of the
Company’s annual financial statements and the review of the
interim financial statements included in the Company’s
Quarterly Reports (together, the “Financial
Statements” ) and for services normally provided in
connection with statutory and regulatory filings or
engagements
|
$49,475
|
$37,800
|
|
Audit Related Fees:
|
-
|
-
|
|
All Other Fees:
|
|
|
|
Merger -Related Fees
|
|
|
|
Consists of fees
billed for review of the financial statements and pro forma
financial statements related to the documents required for the
proxy statement and merger. Additional review for the SEC Comment
letter, foreign reporting and purchase price
allocation.
|
-
|
13,315
|
|
Tax Fees
|
|
|
|
Consists of fees
billed for tax compliance, tax advice and tax planning
|
10,638
|
4,600
|
|
Total All Fees
|
$60,113
|
$55,715
|
The
Audit Committee approves all audit and audit-related fees. The
Audit Committee is required to pre-approve all non-audit services
to be performed by the auditor. The percentage of hours expended on
the principal accountant's engagement to audit the Company's
financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal
accountant's full-time, permanent employees was 0%.
PART IV
Item 15. Exhibits and Financial
Statement Schedules
(a)(1)
Financial Statements
For a
list of the financial information included herein, see “Index
to Audited Financial Statements” on page 32 of this Annual
Report on Form 10-K.
(a)(2)
Financial Statements Schedules
All
schedules are omitted because they are not applicable or the
required information is included in the financial statements or
notes thereto.
(a)(3)
Exhibits
The
list of exhibits filed as a part of this Annual Report on Form 10-K
is set forth on the Exhibit Index immediately preceding the
exhibits hereto and is incorporated herein by
reference.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
|
|
|
PAID,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
|
|
|
Allan
Pratt, CEO and President
|
|
|
|
By:
|
/s/
|
|
|
Date:
April 1, 2019
|
|
W.
Austin Lewis, IV, Chief Financial Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates
indicated.
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
/s/
|
|
|
|
|
|
|
Andrew
Pilaro
|
|
Director
|
|
April
1, 2019
|
|
|
|
|
|
|
|
|
|
/s/
|
|
|
|
|
|
|
Allan
Pratt
|
|
Director
|
|
April
1, 2019
|
|
|
|
|
|
|
|
|
|
/s/
|
|
|
|
|
|
|
W.
Austin Lewis, IV
|
|
Director
|
|
April
1, 2019
|
|
|
|
|
|
|
|
|
|
/s/
|
|
|
|
|
|
|
Laurie
Bradley
|
|
Director
|
|
April
1, 2019
|
|
|
|
|
|
|
|
|
|
/s/
|
|
|
|
|
|
|
David
Ogden
|
|
Director
|
|
April
1, 2019
|
PAID, INC.
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
|
F-1
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the
Board of Directors and Shareholders of
PAID,
Inc.
Opinion on the Consolidated Financial Statements
We have
audited the accompanying consolidated balance sheets of PAID, Inc.
and subsidiaries (the “Company”) as of
December 31, 2018 and 2017, the related consolidated
statements of operations and comprehensive income (loss), changes
in shareholders’ equity and cash flows for each of the two
years in the period ended December 31, 2018, and the related notes
(collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of
the Company as of December 31, 2018 and 2017, and the results of
its operations and its cash flows for each of the two years in the
period ended December 31, 2018, in conformity with accounting
principles generally accepted in the United States of
America.
Going Concern
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the
Company has suffered recurring losses from operations and has a
working capital deficit of $1,364,676 and an accumulated deficit of
$67,127,122 as of December 31, 2018, which raises substantial doubt
about its ability to continue as a going concern.
Management’s plans in regard to these matters are also
described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Basis for Opinion
These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We
are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“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 consolidated
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 consolidated 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
consolidated 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 consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
/s/ KMJ
Corbin & Company LLP
We have
served as the Company’s auditor since 2013.
Costa
Mesa, California
April
1, 2019
PAID, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31,
|
|
2018
|
2017
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and
cash equivalents
|
$632,331
|
$535,520
|
|
Accounts
receivable, net
|
87,718
|
38,287
|
|
Funds held
in trust
|
-
|
203,170
|
|
Prepaid
expenses and other current assets
|
110,028
|
44,088
|
|
Total
current assets
|
830,077
|
821,065
|
|
|
|
|
|
Property and
equipment, net
|
90,843
|
92,486
|
|
Other intangible
assets, net
|
4,290,773
|
5,502,322
|
|
Goodwill
|
-
|
10,695,120
|
|
Total
assets
|
$5,211,693
|
$17,110,993
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$758,365
|
$636,997
|
|
Notes
payable
|
14,954
|
113,033
|
|
Related
party notes payable
|
-
|
30,176
|
|
Capital
leases - current portion
|
8,580
|
8,459
|
|
Accrued
expenses
|
1,268,633
|
1,066,994
|
|
Contract
liabilities
|
144,221
|
279,250
|
|
Total
current liabilities
|
2,194,753
|
2,134,909
|
|
Long-term
liabilities:
|
|
|
|
Capital
leases - net of current portion
|
12,116
|
22,494
|
|
Deferred tax
liability, net
|
1,088,306
|
1,269,660
|
|
Total
liabilities
|
3,295,175
|
3,427,063
|
|
Commitments and
contingencies
|
|
|
|
Shareholders'
equity:
|
|
|
|
Series A Preferred
stock, $0.001 par value, 5,000,000 shares authorized; 3,784,712 and
3,724,547 shares issued and outstanding at December 31, 2018 and
2017, respectively; liquidation value of $11,800,316 and
$11,446,138 at December 31, 2018 and 2017,
respectively
|
3,785
|
3,725
|
|
Common stock,
$0.001 par value, 25,000,000 shares authorized; 1,648,657 issued
and 1,614,817 outstanding at December 31, 2018 and 1,648,657 issued
and 1,634,122 outstanding at December 31, 2017
|
1,649
|
1,649
|
|
Additional paid-in
capital
|
68,751,871
|
68,574,974
|
|
Accumulated other
comprehensive income
|
344,182
|
975,877
|
|
Accumulated
deficit
|
(67,127,122)
|
(55,845,766)
|
|
Common stock in
treasury, at cost, 33,840 and 14,535 shares at December 31, 2018
and 2017, respectively
|
(57,847)
|
(26,529)
|
|
Total shareholders'
equity
|
1,916,518
|
13,683,930
|
|
|
|
|
|
Total liabilities
and shareholders' equity
|
$5,211,693
|
$17,110,993
|
See
accompanying notes to consolidated financial
statements
PAID, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31,
|
|
2018
|
2017
|
|
|
|
|
|
Net
revenue
|
$9,253,450
|
$7,571,997
|
|
Cost of
revenue:
|
|
|
|
Cost of
revenues
|
6,777,463
|
5,395,262
|
|
Amortization of
acquired technology
|
284,720
|
291,375
|
|
Gross
profit
|
2,191,267
|
1,885,360
|
|
Operating
expenses:
Salaries and
related
|
970,193
|
646,195
|
|
General and
administrative
|
1,392,882
|
1,278,208
|
|
Loss on impairment
of goodwill
|
10,354,172
|
-
|
|
Amortization of
other intangible assets
|
529,614
|
533,137
|
|
Stock-based
compensation
|
599,799
|
118,572
|
|
Total operating
expenses
|
13,846,660
|
2,576,112
|
|
Loss from
operations
|
(11,655,393)
|
(690,752)
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
Interest expense,
net
|
(1,673)
|
(14,127)
|
|
Other income,
net
|
65,771
|
24,960
|
|
Unrealized loss on
stock price guarantee
|
(3,527)
|
(13,310)
|
|
Total other income
(expense), net
|
60,571
|
(2,477)
|
|
Loss before income
tax benefit
|
(11,594,822)
|
(693,229)
|
|
Income tax
benefit
|
(63,296)
|
(76,209)
|
|
Net
loss
|
(11,531,526)
|
(617,020)
|
|
Preferred share
redemption discount
|
250,170
|
178,080
|
|
Preferred
dividends
|
(172,015)
|
(169,281)
|
|
Net loss available
to common shareholders
|
$(11,453,371)
|
$(608,221)
|
|
|
|
|
|
Net loss per share
– basic and diluted
|
$(7.06)
|
$(0.37)
|
|
Weighted average
number of common shares outstanding – basic and
diluted
|
1,622,671
|
1,645,542
|
|
|
|
|
|
Consolidated
statements of comprehensive (loss) income:
|
|
|
|
Net
loss
|
$(11,531,526)
|
$(617,020)
|
|
Other comprehensive
income (loss):
|
|
|
|
Foreign currency
translation adjustments
|
(631,695)
|
975,877
|
|
Comprehensive
income (loss)
|
$(12,163,221)
|
$358,857
|
See
accompanying notes to consolidated financial
statements
PAID, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY
FOR THE FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
|
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
|
Accumulated Other
Comprehensive
|
Accumulated
|
Treasury
|
Stock
|
|
||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Shares
|
Amount
|
Total
|
|
Balance, January 1,
2017
|
3,825,000
|
$3,825
|
1,648,960
|
$1,649
|
$68,782,432
|
$-
|
$(55,406,826)
|
-
|
$-
|
$13,381,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled common shares due to the
reverse/forward split
|
-
|
-
|
(303)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common and preferred
shares
|
(100,453)
|
(100)
|
-
|
-
|
(326,030)
|
-
|
180,080
|
(14,535)
|
(26,529)
|
(172,579)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
975,877
|
-
|
-
|
-
|
975,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
expense
|
-
|
-
|
-
|
-
|
118,572
|
-
|
-
|
-
|
|
118,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(617,020)
|
-
|
-
|
(617,020)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2016
|
3,724,547
|
$3,725
|
1,648,657
|
$1,649
|
$68,574,974
|
$975,877
|
$(55,845,766)
|
(14,535)
|
$(26,529)
|
$13,683,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common and preferred
shares
|
(133,419)
|
(133)
|
-
|
-
|
(422,709)
|
-
|
250,170
|
(19,305)
|
(31,318)
|
(203,990)
|
|
|
|
|
|
|||||||
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
(631,695)
|
-
|
-
|
-
|
(631,695)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
expense
|
193,584
|
193
|
-
|
-
|
599,606
|
-
|
-
|
-
|
-
|
599,799
|
|
|
||||||||||
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(11,531,526)
|
-
|
-
|
(11,531,526)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2018
|
3,784,712
|
$3,785
|
1,648,657
|
$1,649
|
$68,751,871
|
$344,182
|
$(67,127,122)
|
(33,840)
|
(57,847)
|
$1,916,518
|
See
accompanying notes to consolidated financial
statements
PAID, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER
31,
|
|
2018
|
2017
|
|
Cash flows from
operating activities:
|
|
|
|
Net
loss
|
$(11,531,526)
|
$(617,020)
|
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
Depreciation
and amortization
|
836,292
|
859,210
|
|
Loss on
Impairment of goodwill
|
10,354,172
|
-
|
|
Share-based
compensation
|
599,799
|
118,572
|
|
Unrealized
loss on stock price guarantee
|
3,527
|
13,310
|
|
Loss on
disposal of property and equipment
|
1,930
|
-
|
|
Write-off of
other receivables
|
-
|
1,044
|
|
Provision
for bad debt
|
-
|
14,824
|
|
Deferred
income taxes
|
(84,075)
|
(77,078)
|
|
Changes in
assets and liabilities:
|
|
|
|
Accounts
receivable
|
(53,626)
|
(12,717)
|
|
Prepaid
expenses and other current assets
|
(72,015)
|
14,933
|
|
Accounts
payable
|
173,561
|
37,000
|
|
Accrued
expenses
|
208,218
|
71,948
|
|
Contract
liabilities
|
(119,038)
|
24,239
|
|
Net cash
provided by operating activities
|
317,219
|
448,265
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
Proceeds
from sale of property and equipment
|
1,182
|
-
|
|
Purchase of
property and equipment
|
(31,006)
|
(28,710)
|
|
Net cash
used in investing activities
|
(29,824)
|
(28,710)
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
Payments on
capital leases
|
(8,189)
|
(6,130)
|
|
Payments on
notes payable
|
(295,491)
|
(55,700)
|
|
Payments on
related party notes payable
|
(29,214)
|
(146,350)
|
|
Repurchase
of common and preferred shares
|
-
|
(26,529)
|
|
Net cash
used in financing activities
|
(332,894)
|
(234,709)
|
|
Effect of exchange
rate changes on cash, cash equivalents and funds held in
trust
|
(60,860)
|
45,200
|
|
|
|
|
|
Net change in cash,
cash equivalents and funds held in trust
|
(106,359)
|
230,046
|
|
|
|
|
|
Cash, cash
equivalents and funds held in trust, beginning of year
|
738,690
|
508,644
|
|
|
|
|
|
Cash, cash
equivalents and funds held in trust, end of year
|
$623,331
|
$738,690
|
|
Reconciliation of
cash, cash equivalents and funds held in trust at end of
year:
|
|
|
|
Cash
and cash equivalents
|
632,331
|
535,520
|
|
Funds
held in trust
|
-
|
203,170
|
|
|
|
|
|
Cash, cash
equivalents and funds held in trust at end of year
|
632,331
|
738,690
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
Cash paid during
the year for:
|
|
|
|
Income
taxes
|
$1,260
|
$456
|
|
Interest
|
$1,673
|
$14,127
|
|
SUPPLEMENTAL
DISCLOSURES OF NON-CASH ITEMS
|
|
|
|
Repurchase
of preferred and common shares with notes payable
|
$202,656
|
$148,050
|
|
|
|
|
See
accompanying notes to consolidated financial
statements
PAID, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2018 AND 2017
NOTE 1. ORGANIZATION
PAID,
Inc. (“PAID”, the “Company”,
“we”, “us”, “our”) has
developed AuctionInc, which is a suite of online shipping and tax
management tools assisting businesses with e-commerce storefronts,
shipping solutions, tax calculation, inventory management, and
auction processing. The product has tools to assist with other
aspects of the fulfillment process, but the main purpose of the
product is to provide accurate shipping and tax calculations and
packaging algorithms that provide customers with the best possible
shipping and tax solutions.
BeerRun
Software (“BeerRun”) is a brewery management and
Alcohol and Tobacco Tax and Trade Bureau tax reporting software.
Small craft brewers can utilize the product to manage brewery
schedules, inventory, packaging, sales and purchasing. Tax
reporting can be processed with a single click and is fully
customizable by state or providence. The software is designed to
integrate with QuickBooks accounting platforms by using our
powerful sync engine. We currently offer two versions of the
software BeerRun and BeerRun Light which excludes some of the
enhanced features of BeerRun without disrupting the core
functionality of the software. Additional features include Brewpad
and Kegmaster and can be added on to the base product. Craft
brewing is on the rise in the United States and we feel that there
is a large potential to grow this portion of our
business.
ShipTime Canada,
Inc. (“ShipTime”) has developed a SaaS-based
application, which focuses on the small and medium business
segments. This offering allows members to quote, process, generate
labels, dispatch and track courier and LTL shipments all from a
single interface. The application provides customers with a choice
of today’s leading couriers and freight carriers all with
discounted pricing allowing members to save on every shipment.
ShipTime can also be integrated into on-line shopping carts to
facilitate sales via ecommerce. We actively sell directly to small
and medium businesses and through long standing partnerships with
selected associations throughout Canada.
NOTE 2. GOING CONCERN AND MANAGEMENT’S PLANS
The
accompanying consolidated financial statements have been prepared
on a going concern basis which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. The Company has continued to incur losses. For the year
ended December 31, 2018, the Company reported a net loss of
$11,531,526. The Company has an accumulated deficit of $67,127,122
and has a working capital deficit of $1,364,676 at December 31,
2018. These factors raise substantial doubt about the
Company’s ability to continue as a going
concern.
Management feels
that the addition of ShipTime’s services will return a
valuable impact on the Company’s growth in the near future.
The positive cash flow from operations is a significant indicator
of our successful transition to the new shipping services. In
addition to the existing services provided, ShipTime will launch
products that are complementary to the current offering of
AuctionInc and BeerRun. Combined, the Company believes that all
segments of the operations will benefit from ShipTime.
Although there can
be no assurances, the Company believes that the above management
plan will be sufficient to meet the Company's working capital
requirements through the end of 2019 and will have a positive
impact on the Company for 2019 and future years.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presentation
and Basis of Consolidated Financial Statements
The
accompanying consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the
United States of America (“GAAP”).
Principles
of Consolidation
The
consolidated financial statements include the accounts of PAID,
Inc. and its wholly owned subsidiaries, PAID Run, LLC and, ShipTime
Canada. All intercompany accounts and transactions have been
eliminated.
On
November 9, 2016, the board of directors agreed to effectuate a
reverse split immediately followed by a forward split. The process
was completed with FINRA on January 23, 2017. As a result of the
split, every ten shares of common stock outstanding prior to the
reverse split were consolidated into one share, reducing the number
of common shares outstanding on the effective date from 10,989,608
to 1,098,960. All share and per share information in this Form 10-K
has been retroactively adjusted to reflect the reverse stock
split.
Foreign
Currency
The currency of ShipTime, the Company’s international
subsidiary, is in Canadian dollars. Foreign currency denominated
assets and liabilities are translated into U.S. dollars using the
exchange rates in effect at each balance sheet date. Results of
operations and cash flows are translated using the average exchange
rates throughout the period. The effect of exchange rate
fluctuations on translation of assets and liabilities is included
as a separate component of shareholders’ equity in
accumulated other comprehensive income.
Geographic
Concentrations
The
Company conducts business in the U.S. and Canada. For customers
headquartered in their respective countries, the Company derived
approximately 95% of its revenues from Canada and 5% from the U.S.
during the year ended December 31, 2018, compared to 93% of its
revenues from Canada and 7% from the U.S. during the year ended
December 31, 2017.
At
December 31, 2018, the Company maintained 100% of its net property
and equipment in Canada. At December 31, 2017, the Company
maintained 96% of its net property and equipment in Canada and the
remaining 4% in the U.S.
Comprehensive
Income (Loss)
Comprehensive
income (loss) includes all changes in equity (net assets) during a
period from non-owner sources. For the years ended December 31,
2018 and 2017, the components of comprehensive income (loss)
consist solely of foreign currency translation gains
(losses).
Business
Combinations
The
Company accounts for business combinations by recognizing the
assets acquired and liabilities assumed at their fair values on the
acquisition date. The purchase price allocation process requires
management to make estimates and assumptions at the acquisition
date, especially with respect to intangible assets and
pre-acquisition contingencies. Examples of critical estimates in
valuing certain of the intangible assets the Company has acquired
or may acquire in the future include but are not limited to:
unanticipated events and circumstances may occur that may affect
the accuracy or validity of such assumptions, and estimates
compared to actual results.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity
with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities,
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. Significant estimates made by
the Company’s management include, but are not limited to, the
collectability of accounts receivable, the recoverability of
long-lived assets and goodwill, the valuation of deferred tax
assets and liabilities and the estimated fair value of the royalty
and advance guarantees and share-based transactions. Actual results
could materially differ from those estimates.
Fair
Value Measurements
The
Company measures the fair value of certain of its financial assets
on a recurring basis. A fair value hierarchy is used to rank the
quality and reliability of the information used to determine fair
values. Financial assets and liabilities carried at fair value will
be classified and disclosed in one of the following three
categories:
Level 1
– Quoted prices (unadjusted) in active markets for identical
assets or liabilities;
Level 2
– Inputs other than Level 1 that are observable, either
directly or indirectly, such as unadjusted quoted prices for
similar assets and liabilities, unadjusted quoted prices in the
markets that are not active, or other inputs that are observable or
can be corroborated by observable market data for substantially the
full term of the assets or liabilities; and
Level 3
– Unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the
assets or liabilities.
At
December 31, 2018 and 2017, the Company’s financial
instruments include cash and cash equivalents, accounts receivable,
funds held in trust, accounts payable, notes payable, related party
notes payable, and accrued expenses. The carrying amount of cash
and cash equivalents, accounts receivable, funds held in trust,
accounts payable, notes payable, related party notes payable and
accrued expenses approximates fair value due to the short-term
maturities of these instruments.
Cash
and Cash Equivalents
The
Company considers all highly liquid temporary cash investments with
an initial maturity of three months or less to be cash equivalents.
Management believes that the carrying amounts of cash equivalents
approximate their fair value because of the short maturity
period.
Concentration
of Credit Risk
The
Company maintains cash balances at financial institutions that are
insured by the Federal Deposit Insurance Corporation
(“FDIC”) up to USD $250,000 and the Canadian Depositors
Insurance Corporation (“CDIC”) up to CAD $100,000. At
December 31, 2018, the Company had amounts that exceeded the CDIC
insurance limits but none that were in excess of the FDIC insurance
limits. The Company has not experienced any losses in such accounts
and believes it is not exposed to any significant credit risk
related to these deposits.
The
Company extends credit based on an evaluation of the customer's
financial condition, generally without requiring collateral.
Exposure to losses on receivables is principally dependent on each
customer's financial condition. The Company monitors its exposure
for credit losses and maintains allowances for anticipated losses.
Although the Company expects to collect amounts due, actual
collections may differ from the estimated amounts. As of December
31, 2018 and 2017, the Company recorded a provision for doubtful
accounts of $55,433.
For the
years ended December 31, 2018 and 2017, no revenues from any one
individual customer accounted for more than 10% of the total
revenues.
Funds
Held in Trust
Funds
held in trust consisted of rebates earned by ShipTime customers
that have existing relationships with the Canadian Federation of
Independent Business (“CFIB”). During the year ended
December 31, 2018 the Company replaced its rebate program with an
airlines miles program As a result, the CFIB allowed the Company to
release the funds held in trust for unused customer rebates back to
cash and cash equivalents. Previously, the rebate was held in
escrow at CFIB for one year until earned by the customer, at which
time the customer had three years after the last shipment to use
the rebate after which time the rebate expired.
The
Company launched a program in 2018 where the customers are offered
airline miles as a reward in lieu of a cash rebate. As a result,
the CFIB allowed the Company to release the funds held in trust for
unused customer rebates back to cash and cash equivalents. As the
Company transitioned from cash rebates to airline mile rewards,
customers were allowed to convert their existing cash rebate
balances to airline miles at the rate of 10 miles per $1 of
rebates. For the period ended December 31, 2018, the Company
recognized $67,532 of other income related to these conversions as
the cost of the exchanged airline miles was less than the value of
the cash rebates exchanged. Unused airline miles are recorded in
prepaid expenses and other current assets in the accompanying
consolidated balance sheets.
Advanced
Royalties
Advanced royalties
represented amounts the Company had advanced to certain customers
and were recoverable against future royalties earned by the
customers. Advances were issued in either cash or shares of the
Company’s common stock and advanced amounts were calculated
based on the customers’ projected earning potential over a
fixed period of time. Advances made by issuing common stock or
common stock options are recorded at their fair value on the date
of issue. If the shares do not reach the required price per share,
the Company has the option of issuing additional shares or making a
cash payment of the difference between the sales price and the fair
value of the stock. The Company records a liability for the
difference between the fair value of the stock and the guaranteed
sales price amount. The change in fair value of the stock price
guarantee is recorded in the accompanying consolidated statements
of operations and comprehensive income (loss) (see Note
10).
Property
and Equipment
Property and
equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of 3 to 8
years. Any leasehold improvements are depreciated at the lesser of
the useful life of the asset or the lease term. Equipment purchased
under capital leases is amortized on a straight-line basis over the
estimated useful lives of the asset or the term of the lease,
whichever is shorter. Expenditures for repairs and maintenance are
charged to expense as incurred.
Intangible
Assets
Intangible assets
consist of patents, client lists, trade names, customer
relationships, brewery and distillery management software and
shipping label generation technology which are being amortized on a
straight-line basis over their estimated useful lives. Currently
the intangible assets are being amortized between two and 17
years.
Long-Lived
Assets and Goodwill
The
Company reviews the carrying values of its long-lived assets for
possible impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. If the
expected future cash flow from the use of the asset and its
eventual disposition is less than the carrying amount of the asset,
an impairment loss is recognized and measured using the fair value
of the related asset. During the year ended December 31, 2018, the
Company recorded impairment of goodwill in the amount of
$10,354,172. There can be no assurance, however, that market
conditions will not change or demand for the Company’s
services will continue, which could result in additional impairment
of long-lived assets in the future.
Revenue
Recognition
The
Company generates revenues principally from fees for coordinating
shipping services, sales of shipping calculator subscriptions,
brewery management software subscriptions, and client services.
(see Note 4).
Cost
of Revenues
Cost of
revenues includes carrier services, web hosting, data storage, and
commissions, carrier insurance costs and amortization of acquired
technology.
Operating
Expenses
Operating expenses
include indirect expenses, including credit card processing fees,
marketing, payroll, travel, facility costs, amortization of other
intangibles and other general and administrative
expenses.
Advertising
Advertising costs
are charged to expense as incurred. For the years ended December
31, 2018 and 2017, advertising expense totaled $154,455 and
$156,856, respectively, and are included in general and
administrative expenses in the accompanying consolidated statements
of operations and comprehensive income (loss).
Share-Based
Compensation
The
Company grants options to purchase the Company’s common stock
to employees, directors and consultants under stock option plans.
The benefits provided under these plans are share-based payments
that the Company accounts for using the fair value method. In
addition, during 2018 the Board of Directors approved the issuance
of preferred shares for executive compensation.
The
fair value of each option award is estimated on the date of grant
using a Black-Scholes-Merton option pricing model
(“Black-Scholes-Merton model”) that uses assumptions
regarding a number of complex and subjective variables. These
variables include, but are not limited to, expected stock price
volatility, actual and projected employee stock option exercise
behaviors, risk-free interest rate and expected dividends. Expected
volatilities are based on the historical volatility of the
Company’s common stock. The expected terms of options granted
are based on analyses of historical employee termination rates and
option exercises. The risk-free interest rate is based on the U.S.
Treasury yield in effect at the time of the grant. Since the
Company does not expect to pay dividends on common stock in the
foreseeable future, it estimated the dividend yield to be
0%.
Share-based
compensation expense recognized during a period is based on the
value of the portion of share-based payment awards that is
ultimately expected to vest and is amortized under the
straight-line attribution method. As share-based compensation
expense recognized in the accompanying consolidated statements of
operations and comprehensive income (loss) for the years ended
December 31, 2018 and 2017 is based on awards ultimately expected
to vest, it has been reduced for estimated forfeitures. The fair
value method requires forfeitures to be estimated at the time of
grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. The Company estimates
forfeitures based on historical experience. Changes to the
estimated forfeiture rate are accounted for as a cumulative effect
of change in the period the change occurred.
Since
the Company has a net operating loss carry-forward as of December
31, 2018 and 2017, no excess tax benefits for tax deductions
related to share-based awards were recognized from any stock
options exercised in the years ended December 31, 2018 and 2017
that would have resulted in a reclassification from cash flows from
operating activities to cash flows from financing
activities.
Income
Taxes
The
Company accounts for income taxes and the related accounts under
the liability method. Deferred tax assets and liabilities are
determined based on the differences between the financial statement
carrying amounts and the income tax bases of assets and
liabilities. A valuation allowance is applied against any net
deferred tax asset if, based on available evidence, it is more
likely than not that some or all of the deferred tax assets will
not be realized. Therefore, the Company has recorded a full
valuation allowance against the net deferred tax assets. The
Company’s income tax provision includes state minimum
taxes.
The
Company recognizes any uncertain income tax positions on income tax
returns at the largest amount that is more-likely-than-not to be
sustained upon audit by the relevant taxing authority. An uncertain
income tax position will not be recognized if it has less than a
50% likelihood of being sustained. There are no unrecognized tax
benefits included in the consolidated balance sheet that would, if
recognized, affect the effective tax rate.
The
Company’s policy is to recognize interest and/or penalties
related to income tax matters in income tax expense. The Company
had $0 accrued for interest and penalties on each of the
Company’s consolidated balance sheets at December 31, 2018
and 2017.
The
Company is subject to taxation in the U.S. and various state
jurisdictions. The Company does not foresee material changes to its
gross uncertain income tax position liability within the next
twelve months.
Earnings
(Loss) Per Common Share
Basic
earnings (loss) per share represent income (loss) available to
common stockholders divided by the weighted-average number of
common shares outstanding during the period. Diluted earnings
(loss) per share reflects additional common shares that would have
been outstanding if dilutive potential common shares had been
issued, as well as any adjustment to income (loss) that would
result from the assumed issuance. The potential common shares that
may be issued by the Company relate to outstanding stock options
and have been excluded from the computation of diluted earnings
(loss) per share because they would reduce the reported loss per
share and therefore have an anti-dilutive effect.
For the
year ended December 31, 2018, there were no dilutive shares that
were included in the diluted earnings (loss) per share as their
effect would have been antidilutive for the year then
ended.
The
Company computes its loss applicable to common stockholders by
subtracting dividends on preferred stock, including undeclared or
unpaid dividends if cumulative, and any deemed dividends or
discounts on redeemed preferred stock from its reported net loss
and reports the same on the face of the consolidated statements of
operations and comprehensive income (loss).
Segment
Reporting
The
Company reports information about segments of its business in its
annual consolidated financial statements and reports selected
segment information in its quarterly reports issued to
shareholders. The Company also reports on its entity-wide
disclosures about the products and services it provides and reports
revenues and its major customers. The Company’s four
reportable segments are managed separately based on fundamental
differences in their operations. At December 31, 2018, the Company
operated in the following four reportable segments:
a)
Client
services;
b)
Shipping calculator
services;
c)
Brewery management
software; and
d)
Shipping
coordination and label generation services.
The
Company evaluates performance and allocates resources based upon
operating income. The accounting policies of the reportable
segments are the same as those described in this summary of
significant accounting policies. The Company’s chief
operating decision makers are the Chief Executive Officer and Chief
Financial Officer.
The
following table compares total revenues for the years
indicated.
|
|
Year Ended
|
|
|
|
December 31, 2018
|
December 31, 2017
|
|
Client
services
|
$16,079
|
$22,702
|
|
Brewery management
software
|
273,294
|
309,049
|
|
Shipping calculator
services
|
176,159
|
205,748
|
|
Shipping
coordination and label generation services
|
8,787,918
|
7,034,498
|
|
Total revenues,
net
|
$9,253,450
|
$7,571,997
|
The
following table compares total loss from operations for the years
indicated.
|
|
Year Ended
|
|
|
|
December 31, 2018
|
December 31, 2017
|
|
Client
services
|
$12,373
|
$17,380
|
|
Brewery management
software
|
12,530
|
36,040
|
|
Shipping calculator
services
|
(818,317)
|
(389,640)
|
|
Shipping
coordination and label generation services
|
(10,861,979)
|
(354,532)
|
|
Total loss from
operations
|
$(11,655,393)
|
$(690,752)
|
Reclassification
Certain
amounts were reclassified in the accompanying consolidated
statements of operations and comprehensive income (loss) for the
year ended December 31, 2017 in order to conform to the current
period presentation.
Recent
Accounting Pronouncements
In February
2016, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2016-02,
“Leases”, which requires the lease rights and
obligations arising from lease contracts, including existing and
new arrangements, to be recognized as assets and liabilities on the
balance sheet. ASU 2016-02 is effective for reporting periods
beginning after December 15, 2018 with early adoption permitted.
The Company is required to adopt this new authoritative guidance in
the first quarter of fiscal 2019. The Company has recently
evaluated ASU 2016-02; as a result, while we expect the adoption of
ASU 2016-02 to have an effect on the Company’s consolidated
balance sheet due to the recognition of the lease rights and
obligations as assets and liabilities, we do not expect ASU 2016-02
to have a material effect on the Company’s consolidated
results of operations and cash flows.
In
January 2016, the FASB issued ASU 2016-01, “Financial
Instruments: Recognition and Measurement of Financial Assets and
Financial Liabilities”, which addresses certain aspects of
recognition, measurement, presentation and disclosure of financial
statements. The Company is required to adopt this new authoritative
guidance in the first quarter of fiscal 2019. Due to the
Company’s limited involvement in investments in equity
securities, the Company does not expect that this standard will
have a material impact on its consolidated financial
statements.
In
November 2016, the FASB issued ASU 2016-18, “Statement of
Cash Flows (Topic 230), Restricted Cash”, which enhances and
clarifies the guidance on the classification and presentation of
restricted cash in the statement of cash flows. The Company adopted
this standard in 2018 by using the retrospective transition method,
which required the following disclosures and changes to the
presentation of its consolidated financial statements: cash, cash
equivalents, and funds held in trust reported on the consolidated
statement of cash flows now includes funds held in trust of
$203,170 and $169,082 as of December 31, 2017 and December 31,
2016, respectively, as well as previously reported cash and cash
equivalents.
In May
2014, the FASB issued ASU 2014-09, “Revenue from Contracts
with Customers (Topic 606)”. This updated guidance supersedes
the current revenue recognition guidance, including
industry-specific guidance. The updated guidance introduces a
five-step model to achieve its core principal of the entity
recognizing revenue to depict the transfer of goods or services to
customers at an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. On January 1, 2018, the Company elected to adopt the
Modified Retrospective Transition method and has determined there
is no impact on its consolidated financial statements (see Note 4
for additional details on this implementation and the required
disclosures).
In
January 2017, the FASB issued ASU 2017-01, “Business
Combinations (Topic 805): Clarifying the Definition of a
Business”. The
amendments in this updated guidance clarify the definition of a
business with the objective of adding guidance to assist entities
with evaluating whether transactions should be accounted for as
acquisitions (or disposals) of businesses. The guidance in this
update is effective for fiscal years beginning after December 15,
2017, and interim periods within those years. The Company adopted
ASU 2017-01 as of January 1, 2018, which had no impact on the
Company’s financial statements as of and for the year ended
December 31, 2018.
In
January 2017, the FASB also issued ASU 2017-04, “Intangibles
- Goodwill and other (Topic 350): Simplifying the Test for Goodwill
Impairment”. The amendments in this Update remove the second
step of the current goodwill impairment test. An entity will apply
a one-step quantitative test and record the amount of goodwill
impairment as the excess of a reporting unit's carrying amount over
its fair value, not to exceed the total amount of goodwill
allocated to the reporting unit. The new guidance does not amend
the optional qualitative assessment of goodwill impairment. The
Company adopted ASU 2017-04 as of October 1, 2018, which resulted
in impairment of goodwill of $10,354,172 for the year ended
December 31, 2018.
In June
2018, the FASB issued ASU 2018-07, “Compensation –
Stock Compensation (Topic 718): Improvements to Non-Employee Share
Based Payment Accounting”. The amendments in this update
expand the scope of the employee based share payments to
non-employees and are intended to reduce cost and complexity for
share based payments to non-employees. ASU 2018-07 will take effect
for public companies for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2018. Early
adoption is permitted. The Company has elected to early adopt ASU
2018-07 as of June 30, 2018, which required the Company to measure
the fair value of the awards for one non-employee as of the
adoption date. The new measurement did not have a material effect
on the Company’s consolidated financial
statements.
NOTE 4. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition
In May
2014, the FASB issued Accounting Standards Update ASU 2014-09,
“Revenue from Contracts with Customers (Topic 606),”
which modifies how all entities recognize revenue. Topic 606
introduces a five-step model to achieve its core principle of the
entity recognizing revenue to depict the transfer of goods or
services to customers at an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those
goods or services. We adopted Topic 606 on January 1, 2018
and have evaluated the Company’s current revenue recognition
process in comparison to the adoption of Topic 606. The
Company reviewed the principles of Topic 606 by taking into
consideration the following five steps: (1) identify the
contract(s) with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to the performance obligations
in the contract; and (5) recognize revenue when (or as) the entity
satisfies a performance obligation. Due to the nature of the
Company’s product offerings and contracts associated with
those products, the Company’s deliverables do not fluctuate
and its revenue recognition is consistent.
The
Company adopted Topic 606 on January 1, 2018 using the modified
retrospective transition method. The adoption of Topic 606 did not
have a material effect on the Company’s consolidated
financial position or results of operations, and no cumulative
catch-up adjustment to the opening balance of retained earnings was
required. The Company used the related practical expedients to not
disclose the transaction price allocated to remaining unsatisfied
obligations and when the Company expects to recognize the related
revenue.
Nature of Goods and Services
For
label generation service revenues the Company recognizes revenue
when a customer has successfully prepared a shipping label and had
a pickup. Customers with pickups after the end of the reporting
period are recorded as contract liabilities on the consolidated
balance sheets. The service is offered to consumers via an online
registration and allows users to create a shipping label using a
credit card on their account. ShipTime, in partnership with the
Canadian Federation of Independent Businesses (“CFIB”),
offered a cash rebate to its customers. Revenues were recognized
net of the cash rebates, which were held in “funds held in
trust” account in the accompanying consolidated balance
sheets. The cash rebates are available for twelve months for future
use. Rebate revenue is recognized when the rebate is
used.
Beginning in 2018,
customers are offered airline miles as a reward in lieu of a cash
rebate. As a result, the CFIB allowed the Company to release the
funds held in trust for unused customer rebates back to cash and
cash equivalents. As the Company transitioned from cash rebates to
airline mile rewards, customers were allowed to convert their
existing cash rebate balances to airline miles at the rate of 10
miles per $1 of rebates. For the year ended December 31, 2018, the
Company recognized $67,532 of other income related to these
conversions as the cost of the exchanged airline miles was less
than the value of the cash rebates exchanged. Unused airline miles
are recorded in prepaid expenses and other current assets in the
accompanying consolidated balance sheets.
For
shipping calculator revenues and brewery management software
revenues, the Company recognizes subscription revenue on a monthly
basis. Shipping calculator customers’ renewal dates are
based on their date of installation and registration of the
shipping calculator line of products. The timing of the revenue
recognition and cash collection may vary within a given quarter and
the deposits for future services are recorded as contract
liabilities on the consolidated balance sheets. Brewery management
software subscribers are billed monthly at the first of the month.
All payments are made via credit card for the month
following.
Revenue Disaggregation
The
Company operates in four reportable segments (see Note
3).
Performance Obligations
At
contract inception, an assessment of the goods and services
promised in the contracts with customers is performed and a
performance obligation is identified for each distinct promise to
transfer to the customer a good or service (or bundle of goods or
services). To identify the performance obligations, the Company
considers all of the goods or services promised in the contract
regardless of whether they are explicitly stated or are implied by
customary business practices. Revenue is recognized when the
performance obligation has been met, which is when the customer has
successfully prepared a shipping label and had a pickup for
shipping coordination and label generation services. The Company
considers control to have transferred at that time because the
Company has a present right to payment at that time, the Company
has provided the shipping label, and the customer is able to direct
the use of, and obtain substantially all of the remaining benefits
from the shipping label.
For
arrangements under which the Company provides a subscription for
shipping calculator services and brewery management software, the
Company satisfies its performance obligations over the life of the
subscription, typically twelve months or less.
The
Company has no shipping and handling activities related to
contracts with customers.
Revenues are
recognized net of any taxes collected from customers, which are
subsequently remitted to government
authorities.
Significant Payment Terms
Pursuant to the
Company’s contracts with its customers, amounts are collected
up front primarily through credit/debit card transactions.
Accordingly, the Company determined that its contracts with
customers do not include extended payment terms or a significant
financing component.
Variable Consideration
In some
cases, the nature of the Company’s contracts may give rise to
variable consideration, including rebates and cancellations or
other similar items that generally decrease the transaction
price.
Variable
consideration is estimated at the most likely amount that is
expected to be earned. Estimated amounts are included in the
transaction price to the extent it is probable that a significant
reversal of cumulative revenue recognized will not occur when the
uncertainty associated with the variable consideration is resolved.
Estimates of variable consideration and determination of whether to
include estimated amounts in the transaction price are based
largely on an assessment of the anticipated performance and all
information (historical, current and forecasted) that is reasonably
available.
Revenues are
recorded net of variable consideration, such as rebates and
cancellations.
Warranties
The
Company’s products and services are provided on an “as
is” basis and no warranties are included in the contracts
with customers. Also, the Company does not offer separately priced
extended warranty or product maintenance contracts.
Contract Assets
Typically, the
Company has already collected revenue from the customer at the time
it has satisfied its performance obligation. Accordingly, the
Company has only a small balance of accounts receivable, totaling
$87,718 and $38,287 at December 31, 2018 and 2017, respectively.
Generally, the Company does not have material amounts of contract
assets since revenue is recognized as control of goods is
transferred or as services are performed.
Contract Liabilities (Deferred Revenue)
Contract
liabilities are recorded when cash payments are received in advance
of the Company’s performance (including rebates). Contract
liabilities were $144,221 and $279,250 at December 31, 2018
and 2017, respectively. During the year December 31, 2018, the
Company recognized revenues of $157,820 related to contact
liabilities outstanding at the beginning of the year.
Practical Expedients and Exemptions
The
Company has elected the following practical expedients allowed
under Topic 606:
o
Payment terms with
the Company’s customers, which are one year or less, are not
considered a significant financing component.
o
The Company’s
performance obligations on its orders are generally satisfied
within one year from a given reporting date and, therefore, the
Company has omitted disclosure of the transaction price allocated
to remaining performance obligations on open orders.
o
The Company
expenses incremental direct costs of obtaining a contract (sales
commissions) when incurred because the amortization period is
generally 12 months or less. The Company does not incur costs
to fulfill a customer contact that meet requirements for
capitalization.
NOTE 5. PROPERTY AND EQUIPMENT
At
December 31, property and equipment consisted of the
following:
|
|
2018
|
2017
|
|
Computer equipment
and software
|
$134,507
|
$135,271
|
|
Office furniture
and equipment
|
54,820
|
69,521
|
|
Website development
costs
|
396,559
|
377,052
|
|
|
585,886
|
581,844
|
|
Accumulated
depreciation
|
(495,043)
|
(489,358)
|
|
|
$90,843
|
$92,486
|
Depreciation
expense of property and equipment for the years ended December 31,
2018 and 2017 amounted to $21,958 and $34,698,
respectively.
NOTE 6. INTANGIBLE ASSETS
The
Company holds several patents for the real-time calculation of
shipping costs for items purchased through online auctions using a
zip code as a destination location indicator. It includes shipping
charge calculations across multiple carriers and accounts for
additional characteristics of the item being shipped, such as
weight, special packaging or handling, and insurance costs. These
patents help facilitate rapid and accurate estimation of shipping
costs across multiple shipping carriers and also include real-time
calculation of shipping.
In addition, the
Company has various other intangibles from past business
combinations.
At
December 31 intangible assets consisted of the
following:
|
|
2018
|
2017
|
|
Patents
|
$16,000
|
$16,000
|
|
Software
|
83,750
|
83,750
|
|
Trade
Name
|
785,038
|
850,311
|
|
Technology
|
501,360
|
540,201
|
|
Client list /
relationship
|
4,620,599
|
4,998,130
|
|
Accumulated
amortization
|
(1,715,974)
|
(986,070)
|
|
|
$4,290,773
|
$5,502,322
|
Amortization
expense of intangible assets for the years ended December 31, 2018
and 2017 was $814,334 and $824,512, respectively.
Amortization of
intangible assets for the next five years ending December 31 are as
follows:
|
Year Ended December
31,
|
|
|
2019
|
455,562
|
|
2020
|
450,799
|
|
2021
|
450,799
|
|
2022
|
293,790
|
|
2023
|
293,790
|
|
Total 5 year
amortization
|
$1,944,740
|
Goodwill
In
2016, the Company entered into an Amalgamation Agreement (the
“Amalgamation Agreement”) with emergeIT, Inc., which
does business as “ShipTime”. Of the total estimated
purchase price, $9,989,685 was allocated to goodwill and was
attributable to expected synergies between the combined companies,
including the ability for the combined companies to estimate and
process shipping calculations and support e-commerce shopping cart
platforms in addition to the acquired workforce. Goodwill
represented the excess of the purchase price of the acquired
business over the estimated fair value of the underlying net
tangible and intangible assets acquired. During the fourth quarter
of 2018, the Company determined that the value of goodwill was
impaired and recorded a loss on impairment of goodwill of
$10,354,172. None of the goodwill was decuctible for income tax
purposes.
For the
years end December 31, 2018 and 2017, goodwill activity was as
follows;
|
Balance, January 1,
2017
|
9,989,685
|
|
Effect of exchange
rate changes
|
705,435
|
|
Balance, December
31, 2017
|
10,695,120
|
|
Effect of exchange
rate changes
|
(340,948)
|
|
Loss on impairment
of goodwill
|
(10,354,172)
|
|
Balance, December
31, 2018
|
$-
|
NOTE 7. ACCRUED EXPENSES
At
December 31, accrued expenses consist of the
following:
|
|
2018
|
2017
|
|
Payroll and related
costs
|
$169,691
|
$3,448
|
|
Professional and
consulting fees
|
2,100
|
-
|
|
Royalties
|
51,838
|
51,838
|
|
Stock price
guarantee (see Note 10)
|
884,241
|
880,713
|
|
Other
|
160,763
|
130,995
|
|
Total
|
$1,268,633
|
$1,066,994
|
NOTE 8. OTHER LIABILITIES
Notes
Payable
In
2017, the Company entered into two notes payable with a shareholder
to repurchase common and preferred shares. The first note was for a
period of one year for CAD $120,000 with payment terms of twelve
equal installments of CAD $10,328 at an interest rate of 6%. The
second note was an interest-free, seven-month note for CAD $70,992
with payment terms of one payment of CAD $10,000 followed by six
equal installments of CAD $10,165. Both of these notes were paid in
full in 2018.
In
January 2018, the Company entered into a note payable with a
shareholder to repurchase common and preferred shares. The note was
an interest-free, eight-month note for CAD $66,708 with payment
terms of one payment of CAD $10,000 followed by eight equal
installments of CAD $8,101. This note was paid in full in the third
quarter of 2018. In April 2018, the Company entered into a note
payable with a shareholder to repurchase common and preferred
shares. The note was an interest-free, fifteen-month note for CAD
$72,500. The Company made payments on this note in the amount of
CAD $31,726. The balance of CAD $40,774 on this note was offset in
the third quarter of 2018 against a note receivable to the same
party (see below). In August 2018, the Company entered into a note
payable with a shareholder to repurchase common and preferred
shares. The note is an interest-free, six-month note for CAD
$122,400 with payment terms of six equal installments of CAD
$20,400. The balance of the note payable as of December 31, 2018
was $14,954.
Notes
Receivable
In
April 2018, the Company entered into an agreement with a third
party to develop software to assist with the growth of the
e-commerce platform. The agreement contained a loan to a third
party in the amount of $144,000 to be loaned by the Company in
eighteen installments of which CAD $40,744 was actually loaned
during the nine month period ended September 30, 2018.
During
the third quarter of 2018, the Company cancelled the agreement and
called the CAD $40,774 note with the third party developer. As a
result, the balance of the note receivable was offset against the
CAD $72,500 note payable for the repurchase of common and preferred
shares issued to the same party (see above), and no balance on the
note receivable is due.
Capital
Lease Obligations
The
Company is obligated under capital leases for equipment, which
expire at various dates through 2020 and 2021. The assets
capitalized under these leases and associated accumulated
depreciation at December 31, are as follows:
|
|
2018
|
2017
|
|
Property and
equipment
|
$45,486
|
$49,440
|
|
Accumulated
depreciation
|
(25,269)
|
(10,986)
|
|
|
$20,217
|
$38,454
|
Depreciation of
equipment under capital leases is included in depreciation
expense.
Minimum
future lease payments under capital lease obligations as of
December 31, 2018 are as follows:
|
Year Ended December
31,
|
|
|
|
|
|
2019
|
$10,222
|
|
2020
|
10,222
|
|
2021
|
2,736
|
|
Total future
minimum lease payments
|
23,180
|
|
Less amount
representing interest
|
(2,484)
|
|
Present value of
net minimum lease payment
|
20,696
|
|
Less current
portion
|
(8,580)
|
|
|
$12,116
|
NOTE 9. RELATED PARTY NOTES PAYABLE
Prior
to the acquisition of ShipTime, two notes were issued. One note was
issued at an 8% interest rate and was paid in full in September
2017. A second note was issued in 2014 and renegotiated in June
2017 with a 6% interest rate and was paid in full in March 2018. At
December 31, 2018 and 2017, the balance on the notes due to related
parties was $0 and $30,176, respectively. Interest expense related
to the notes payable totaled $1,673 and $10,731 for the years ended
December 31, 2018 and 2017, respectively.
NOTE 10. COMMITMENTS AND CONTINGENCIES
Operating
Leases
During
the year ended December 2018, the Company elected not to renew its
office lease located at 200 Friberg Parkway, Westborough, MA. In
July 2016, ShipTime entered into in an office lease located at 700
Dorval Street, Oakville Ontario at a rate of CAD $2,428 per month.
The term of this lease was 3 years. In March 2019, the Company
entered into an office lease which extended its current lease
through August 2023 at a rate of CAD $4,343 per month and included
additional space. The approximate future minimum rents under the
current operating leases are:
|
Years Ended
December 31,
|
|
|
2019
|
$29,779
|
|
2020
|
38,202
|
|
2021
|
38,202
|
|
2022
|
38,202
|
|
2023
|
25,477
|
|
|
$169,862
|
Stock
Price Guarantee
In
connection with the Company’s advance royalties with a
client, the Company guaranteed that shares of common stock
would sell for at least $60.00 per share. If the shares are
not at the required $60.00 per share when they are sold, the
Company has the option of issuing additional shares at their fair
value or making cash payments for the difference between the
guaranteed price per share and the fair value of the stock.
As of December 31, 2018 and 2017, the stock price guarantee was
$884,241 and $880,713, respectively, and included in accrued
expenses in the consolidated balance sheets, although any required
payment would be disputed by the Company.
Legal
Matters
In the
normal course of business, the Company periodically becomes
involved in litigation. As of December 31, 2018, in the opinion of
management, the Company had no pending litigation that would have a
material adverse effect on the Company's consolidated financial
position, results of operations, or cash flows.
Indemnities
and Guarantees
The
Company has made certain indemnities and guarantees, under which it
may be required to make payments to a guaranteed or indemnified
party, in relation to certain actions or transactions. The Company
indemnifies its directors, officers, employees and agents, as
permitted under the laws of the State of Delaware. In connection
with its facility lease, the Company has agreed to indemnify its
lessor for certain claims arising from the use of the facilities.
The duration of the guarantees and indemnities varies, and is
generally tied to the life of the agreement. These guarantees and
indemnities do not provide for any limitation of the maximum
potential future payments the Company could be obligated to make.
Historically, the Company has not been obligated nor incurred any
payments for these obligations and, therefore, no liabilities have
been recorded for these indemnities and guarantees in the
accompanying consolidated balance sheets.
NOTE 11. SHAREHOLDERS’ EQUITY
Preferred
Stock
On
December 19, 2016, the Company filed an amendment to its
Certificate of Incorporation to authorize the issuance of
20,000,000 shares of blank-check preferred stock at $0.001 par
value, of which 3,825,000 shares were reserved for the Amalgamation
Agreement. The Board of Directors will be authorized to fix the
designations, rights, preferences, powers and limitations of each
series of the preferred stock.
The Company filed a
Certificate of Designations effective on December 30, 2016 which
sets aside 5,000,000 shares of Preferred Stock as Series A
Preferred Stock. The Series A Preferred Stock holders have no
voting rights and have an aggregate liquidation value of
$11,800,316 at December 31, 2018. The Series A Preferred Stock also
carries a coupon payment obligation of 1.5% of the liquidation
value per share ($3.03) per year in cash or additional Series A
Preferred Stock, calculated by taking the 30-day average closing
price for a share of common stock for the month immediately
preceding the coupon payment date which is made annually. For the
years ended December 31, 2018 and 2017, the annual coupon is
$172,015 and $169,281, respectively, which has been added to the
liquidation value of the preferred stock. The 2017 coupon is higher
than that disclosed in the 2017 10-K due to a misapplication of the
intended calculation of the coupon rate. The Series A Preferred
Stock have no voting or conversion rights. If purchased, redeemed,
or otherwise acquired (other than conversion), the preferred stock
may be reissued. In April 2019, the Company will pay the annual
coupon for the year ended December 31,
2017.
Common
Stock
In
November 2016, the majority shareholders approved an amendment to
the Company’s Certificate of Incorporation to increase the
Company’s authorized shares of common stock from 1,100,000 to
25,000,000, to issue up to 2,000,000 shares of blank check
preferred stock and to make effective, a reverse stock split at a
range of 1 for 500 through 1 for 3,000 immediately followed by a
forward split of the outstanding common stock at an exchange rate
of 50 for 1 through 300 for 1 to reduce the number of authorized
shares of the Company’s common stock, subject to the Board of
Directors’ discretion.
In
January 2017, the Company completed a reverse split of 1-for 3,000
immediately followed by a forward split of 300 for 1. As a result
of the split every ten shares of common stock outstanding were
consolidated into one share, reducing the number of common shares
outstanding on the effective date from 10,989,608 to 1,098,960. All
share and per share information on this Form 10-K has been
retroactively adjusted to reflect the reverse stock split. As a
result of the round up during the reverse split followed by the
forward split the Company reduced its shares outstanding by 303
shares.
The
Company has authorized and reserved for future issuance 480,880
shares of common stock and 3,347,304 shares of preferred stock with
respect to the remaining exchangeable shares to be issued as a
result of the ShipTime acquisition.
Share
Repurchase
During
2017, the Company entered into three agreements to repurchase
exchangeable shares of ShipTime common stock. Each ShipTime
exchangeable share exchanges into 311 preferred shares and 45
common shares of the Company. The total shares exchanged in these
transactions were 14,535 common shares and 100,453 preferred
shares. The allocated discount on the repurchase of the preferred
stock was $1.77 per share of preferred stock and has been recorded
in accumulated deficit, and reduced the net loss available to
common shareholders in accordance with ASC 260-10-S99-2. The
repurchase of the common shares was recorded at an allocated cost
of $1.83 per share.
In
January 2018, the Company entered into an agreement to repurchase
109 exchangeable shares of ShipTime common stock. The total shares
exchanged in this transaction were 4,905 common shares and 33,899
preferred shares of the Company. The allocated discount on the
repurchase of the preferred stock was $1.87 per share and has been
recorded in accumulated deficit, and reduced the net loss available
to common shareholders. The repurchase of the common shares was
recorded at an allocated cost of $1.59 per share. In April 2018,
the Company entered in a second agreement with a shareholder to
purchase 120 exchangeable shares of ShipTime common stock. The
total shares exchanged in this transaction were 5,400 common shares
and 37,320 preferred shares of the Company. The discount on the
repurchase of preferred stock was $1.90 per share and has been
recorded in accumulated deficit, and reduced the net loss available
to common shareholders. The repurchase of the common shares was
recorded at an allocated cost of $1.58 per share. In August 2018,
the Company entered in an additional agreement with a shareholder
to purchase 200 exchangeable shares of ShipTime common stock. The
total shares exchanged in this transaction were 9,000 common shares
and 62,200 preferred shares of the Company. The discount on the
repurchase of preferred stock was $1.87 per share and has been
recorded in accumulated deficit, and was added to the net loss
available to common shareholders. The repurchase of the common
shares was recorded at an allocated cost of $1.58 per
share.
Share-based
Incentive Plans
During
the years ended December 31, 2018 and 2017, the Company had three
stock option plans that include both incentive and non-qualified
options to be granted to certain eligible employees, non-employee
directors, or consultants of the Company. In 2017 there were 37,500
stock options granted to board members. The options vested
immediately and expire if not exercised within ten years, the
exercise price is $3.30 per share. As a result of the issuance
during 2017, the Company recorded a share-based compensation
expense of $118,572.
On
March 23, 2018, the Board of Directors voted to approve the 2018
Stock Option Plan which reserves 450,000 non-qualified stock
options to be granted to employees. The Company has three
additional stock option plans that include both incentive and
non-qualified stock options to be granted to certain eligible
employees, non-employee directors, or consultants of the Company.
The Company granted 183,700 stock options to employees and
consultants during the quarter ended March 31, 2018 and an
additional 31,477 during the quarter ended December 31, 2018. The
options have vesting periods of immediately and over a two-year
period, they expire if not exercised within ten years from grant
date, and the exercise price is $4.10 and $3.50, respectively per
share. During 2018, the Board of Directors voted to approve
Executive Compensation by means of issuance of 193,584 preferred
shares valued at $24,628. In total, during the years ended December
31, 2018 and 2017, the Company recorded share-based compensation
expense of $599,799 and $118,572, respectively. During 2018, as a
result of the resignation of one employee the Company recorded
23,333 expired options and an additional 16,667 that were
cancelled.
Active
Plans:
2018 Plan
On
March 23, 2018, the Company adopted the 2018 Non-Qualified Stock
Option Plan (the "2018 Plan"). The purpose of the 2018 Plan is to
provide long-term incentives and rewards to those employees of the
Company, and any other individuals, whether directors, consultants
or advisors who are in a position to contribute to the long-term
success and growth of the Company. The options granted have a
10-year contractual term and have a vesting period that ranges from
one hundred percent on the date of grant to fully vest over a
two-year period. There are currently 274,823 shares reserved for
future issuance under this plan. Information with respect to stock
options granted under this plan during the year ended December 31,
2018 is as follows:
|
|
Number of shares
|
Weighted average exercise price per share
|
|
Options outstanding
at January 1, 2018
|
-
|
$-
|
|
Granted
|
215,177
|
4.01
|
|
Cancelled
|
(16,667)
|
4.10
|
|
Expired
|
(23,333)
|
4.10
|
|
Options outstanding
at December 31, 2018
|
175,177
|
$3.99
|
2012 Plan
On
October 15, 2012, the Company adopted the 2012 Non-Qualified Stock
Option Plan (the "2012 Plan"). The purpose of the 2012 Plan is to
provide long-term incentives and rewards to those employees of the
Company, and any other individuals, whether directors, consultants
or advisors who are in a position to contribute to the long-term
success and growth of the Company. The options granted have a
10-year contractual term and vest one hundred percent on the date
of grant. There are no shares reserved for future issuance under
this plan. Information with respect to stock options granted under
this plan during the year ended December 31, 2018 is as
follows:
|
|
Number of shares
|
Weighted average exercise price per share
|
|
Options outstanding
at January 1, 2018
|
36,000
|
$0.98
|
|
Granted
|
-
|
-
|
|
Cancelled
|
-
|
-
|
|
Exercised
|
-
|
-
|
|
Options outstanding
at December 31, 2018
|
36,000
|
$0.98
|
2011 Plan
On
February 1, 2011, the Company adopted the 2011 Non-Qualified Stock
Option Plan (the "2011 Plan"). Under the 2011 Plan, employees and
consultants may elect to receive their gross compensation in the
form of options, exercisable at $0.98 per share, to acquire the
number of shares of the Company's common stock equal to their gross
compensation divided by the fair value of the stock on the date of
grant. The options granted have a 10-year contractual term and have
vesting periods that range from one hundred percent on the date of
grant to one-third immediately, one-third vesting in 18 months and
the final one-third vesting in 36 months from the date of the
grant. There are no shares reserved for issuance under this plan.
Information with respect to stock options granted under this plan
during the year ended December 31, 2018 is as follows:
|
|
Number of shares
|
Weighted average exercise price per share
|
|
Options outstanding
at January 1, 2018
|
43,000
|
$3.00
|
|
Granted
|
-
|
-
|
|
Cancelled
|
-
|
-
|
|
Exercised
|
-
|
-
|
|
Options outstanding
at December 31, 2018
|
43,000
|
$3.00
|
2002 Plan
The
2002 Stock Option Plan (“2002 Plan”) provides for the
award of qualified and non-qualified options for up to 60,000
shares. The options granted have a ten-year contractual term and
have a vesting schedule of either immediately, two years, or four
years from the date of grant. There are no shares reserved for
issuance under this plan. Information with respect to stock options
granted under this plan during the year ended December 31, 2018 is
as follows:
|
|
Number of shares
|
Weighted average exercise price per share
|
|
Options outstanding
at January 1, 2018
|
16,000
|
$23.33
|
|
Granted
|
-
|
-
|
|
Cancelled
|
-
|
-
|
|
Exercised
|
-
|
-
|
|
Options outstanding
at December 31, 2018
|
16,000
|
$23.33
|
Fair value of issuances
The
fair value of the Company's option grants under the 2018, 2012,
2011, and 2002 Plans was estimated at the date of grant using the
Black-Scholes-Merton model with the following weighted average
assumptions:
|
|
2018
|
|
Expected term
(based upon historical experience)
|
5.6
years
|
|
Expected
volatility
|
218%
|
|
Expected
dividends
|
None
|
|
Risk free interest
rate
|
2.68%
|
For the
years ended December 31, 2018 and 2017, the Company recorded
share-based compensation expense related to stock options of
$575,171 and $118,572, respectively, and are included in general
and administrative expenses in the accompanying consolidated
statements of operations and comprehensive income
(loss).
The
Company has unrecognized share-based compensation expense of
$180,941 for options outstanding as of December 31, 2018 which will
be recognized in fiscal year 2019.
Information
pertaining to options outstanding and exercisable at December 31,
2018 is as follows:
|
Options
Outstanding
|
Options
Exercisable
|
|||
|
Exercise
Prices
|
Number
of shares
|
Weighted
Average Remaining contractual Life (In Years)
|
Number
of shares
|
Weighted
Average Remaining contractual Life (In Years)
|
|
$0.98
|
52,500
|
4.93
|
52,500
|
4.93
|
|
$3.30
|
37,500
|
8.75
|
37,500
|
8.75
|
|
$3.50
|
31,477
|
9.76
|
10,492
|
9.76
|
|
$4.10
|
143,700
|
9.23
|
67,900
|
9.23
|
|
$72.50
|
5,000
|
2.86
|
5,000
|
2.86
|
|
|
270,177
|
8.27
|
173,392
|
7.67
|
Summary
of all stock option plans during the year ended December 31, 2018
is as follows:
|
|
Number of Shares
|
Weighted Average Price
|
Weighted Average Remaining Contractual Life (In Years)
|
Aggregate Intrinsic Value
|
|
Options exercisable
at January 1, 2018
|
95,000
|
|
$5.66
|
|
|
Granted
|
215,177
|
4.01
|
|
|
|
Cancelled
|
(16,667)
|
4.10
|
|
|
|
Expired
|
(23,333)
|
4.10
|
|
|
|
Options outstanding
at December 31, 2018
|
270,177
|
$4.58
|
8.27
|
$112,088
|
|
Options exercisable
at December 31, 2018
|
173,392
|
$4.92
|
7.67
|
$112,088
|
The
aggregate intrinsic value of options is calculated as the
difference between the exercise price of options and the fair value
of the Company’s common stock.
Warrants
From
time to time, the Company issues warrants to purchase share of the
Company’s common stock to investors, note holders and to
non-employees for service rendered or to be rendered in the
future.
A
summary of the warrant activity during the year ended December 31,
2018 is as follows:
|
|
Number of Shares Subject to Warrants Outstanding
|
Weighted Average Exercise Price
|
|
Warrants
outstanding - January 1, 2018
|
34,425
|
$0.87
|
|
Granted
|
-
|
$-
|
|
Exercised
|
-
|
$-
|
|
Warrants
outstanding and exercisable - December 31, 2018
|
34,425
|
$0.87
|
|
Weighted average
remaining contractual life of the outstanding warrants in
years
|
3.0
years
|
NOTE 12. INCOME TAXES
The
Company’s loss before taxes includes the following components
for the years ended December 31:
|
|
2018
|
2017
|
|
U.S.
|
(964,658)
|
(348,138)
|
|
Foreign
|
(10,630,164)
|
(345,091)
|
|
|
(11,594,822)
|
(693,229)
|
|
|
-
|
-
|
The
Company is subject to taxation in the U.S., Canada, and
Massachusetts. The provision (benefit) for income taxes for the
years ended December 31 are summarized below:
|
|
2018
|
2017
|
|
Current:
|
|
|
|
Federal
|
$-
|
$-
|
|
State
|
456
|
456
|
|
Foreign
|
20,106
|
-
|
|
Total
current
|
20,562
|
456
|
|
|
|
|
|
Deferred:
|
|
|
|
Federal
|
-
|
-
|
|
State
|
-
|
-
|
|
Foreign
|
(83,858)
|
(76,665)
|
|
Total
deferred
|
(83,858)
|
(76,665)
|
|
Income tax
provision (benefit)
|
$(63,296)
|
$(76,209)
|
A
reconciliation of income taxes computed by applying the statutory
U.S. income tax rate to the Company’s loss before income tax
benefit to the income benefit is as follows for the years ended
December 31:
|
|
2018
|
2017
|
|
U.S. federal
statutory tax rate
|
21.00%
|
34.00%
|
|
State tax benefit,
net
|
0.16%
|
2.61%
|
|
Stock
compensation
|
(3.43)%
|
-%
|
|
Other
|
(0.85)%
|
(6.02)%
|
|
Tax law
change
|
-%
|
(904.97)%
|
|
Impairment of
goodwill
|
(18.87)%
|
-%
|
|
Valuation
allowance
|
2.57%
|
885.38%
|
|
Effective income
tax rate
|
0.58%
|
11.00%
|
Deferred tax assets
and liabilities reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income
tax purposes. Significant components of the Company’s
deferred tax assets are as follows as of December 31:
|
|
2018
|
2017
|
|
Deferred
taxes:
|
|
|
|
NOLs
|
$10,391,563
|
$10,526,744
|
|
Inventory and other
reserves
|
31,892
|
31,892
|
|
Depreciation and
amortization
|
(1,024,619)
|
(1,341,573)
|
|
Change in value of
stock
|
241,575
|
240,611
|
|
Nonqualified stock
option expense
|
297,822
|
523,026
|
|
Other
|
96
|
58,896
|
|
Total deferred tax
assets
|
9,938,329
|
10,039,596
|
|
Valuation
allowance
|
(11,026,635)
|
(11,309,256)
|
|
Net deferred tax
liabilities
|
$(1,088,306)
|
$(1,269,660)
|
Realization of
deferred tax assets is dependent upon future earnings, if any, the
timing and amount of which are uncertain. Accordingly, the net
deferred tax assets have been fully offset by a valuation
allowance. The change in the valuation allowance is approximately
$283,000 in 2018.
As of
December 31, 2018, the Company had net operating loss carryforwards
for federal income tax purposes of approximately $46,000,000 which
expire beginning in the year 2019. As of December 31, 2018, the
Company had net operating loss carryforwards for state income tax
purposes of approximately $11,000,000 which expire beginning in the
year 2030. The Company’s federal net operating loss
carryforwards generated after January 1, 2018 will not expire but
can only be used to offset 80 percent of future taxable income.
Utilization of net operating losses may be subject to substantial
annual limitation due to federal and state ownership change
limitations provided by the Internal Revenue Code and similar
provisions. Such annual limitation could result in the expiration
of the net operating losses and credits before their utilization.
The Company has not performed an analysis to determine the
limitation of the net operating loss carryforwards.
A
valuation allowance of 100% has been established in respect of the
deferred income tax assets due to the uncertainty of the
Company’s utilization of such deferred tax assets for the
U.S. federal and state on each of the Company’s consolidated
balance sheets at December 31, 2018 and 2017.
The
income tax provision at December 31, 2018 reflects a full
accounting of tax filings under ASC Subtopic 740-10. Paid, Inc. is
subject to U.S. federal and Massachusetts state tax. With limited
exceptions, we are no longer subject to U.S. federal, state and
local income tax examinations by tax authorities for years before
2015. Generally, the tax years remain open for examination by the
federal authority under three-year statute of limitation; however,
states generally keep their statute open for four years. In
addition, the Company's tax years from inception are subject to
limited examination by the United States and Massachusetts
authorities due to the carry forward of unutilized net operating
losses. ShipTime is subject to taxation in Canada and Ontario. The
Company recognizes interest and penalties, as estimated or
incurred, as general and administrative expense.
On
December 22, 2017, the President of the United States signed into
law the Tax Cuts and Jobs Act (“the Act”). The Act
amends the Internal Revenue Code to reduce tax rates and modify
policies, credits, and deductions for individuals and businesses.
For businesses, the Act reduces the corporate tax rate from a maximum of
35% to a flat 21% rate. The rate reduction is effective January 1,
2018. As a result of the rate reduction, the Company reduced the
deferred tax asset balance as of December 31, 2017 by $6,300,000.
Due to the Company’s full valuation allowance position, the
Company also reduced valuation allowance by the same
amount.
In
December 2017, the SEC issued Staff Accounting Bulletin No. 118
(“SAB 118”), which provides guidance on accounting for
the income tax effects of the TCJA. SAB 118 provides a measurement
period that should not extend beyond one year from the TCJA
enactment date for companies to complete the accounting relating to
the TCJA under Accounting Standards Codification Topic 740,
“Income Taxes” (“ASC 740”). In accordance
with SAB 118, a company must reflect the income tax effects of
those aspects of the TCJA for which the accounting under ASC 740 is
complete. To the extent that a company’s accounting for
TCJA-related income tax effects is incomplete, but the company is
able to determine a reasonable estimate, it must record a
provisional estimate in its financial statements. If a company
cannot determine a provisional estimate to be included in its
financial statements, it should continue to apply ASC 740 on the
basis of the provisions of the tax laws that were in effect before
the enactment of the TCJA. The Company has completed its evaluation
of the potential impacts of the TCJA on its December 31, 2018
financial statements and there is no material impact on the income
tax provision due to the valuation allowance as of December 31,
2018
NOTE 13. SUBSEQUENT EVENTS
The Company has
evaluated subsequent events through the filing of this Annual
Report on Form 10-K, and determined that there have been no events
that have occurred that would require adjustments to or additional
disclosures in the consolidated financial statements, except as
disclosed herein.
|
No.
|
|
Description
of Exhibits
|
|
|
Certificate
of Incorporation, as amended (incorporated by reference to Exhibit
3.1 to Form 8-K, filed on November 25, 2003)
|
|
|
|
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.2 to
Form 8-K, filed on December 8, 2004)
|
|
|
|
Certificates
of Amendment of Certificate of Incorporation of the Company
effective December 30, 2016 (incorporated by reference to Exhibit
3.1 to Form 8-K filed on December 23, 2016)
|
|
|
|
Amendment
No. 1 to Bylaws effective December 30, 2016 (incorporated by
reference to Exhibit 3.2 to Form 8-K filed on December 23,
2016)
|
|
|
|
Specimen
of certificate for Common Stock (incorporated by reference to
Exhibit 4.1 to Form SB-2/A filed on December 1,
2000)
|
|
|
|
Agreement
dated November 21, 2008, by and between the Company and Lewis Asset
Management Equity Fund, LLP with respect to the purchase of
2,500,000 shares at $.20 per share (incorporated by reference to
Exhibit 4.2 to Form 10-KSB filed on March 31, 2009)
|
|
|
|
Form of
Warrant to Lewis Asset Management with respect to Promissory Note
dated April 29, 2009 (incorporated by reference to Exhibit 4.2 to
Form 10-Q filed on May 12, 2009)
|
|
|
10.1+
|
|
2001
Non-Qualified Stock Option Plan, as amended (incorporated by
reference from Exhibit 99.1 to Form S-8 filed on September 5,
2003)
|
|
10.2+
|
|
2002
Non-Qualified Stock Option Plan (incorporated by reference from
Exhibit 10.17 to Form 10-KSB filed on March 31, 2003)
|
|
10.3+
|
|
2011
Non-Qualified Stock Option Plan (incorporated by reference from
Exhibit 99.1 to Form S-8 filed on February 2, 2011)
|
|
|
2018
Non-Qualified Stock Option Plan (incorporated by reference from
Exhibit 10.35 to Form 10-K filed on April 1, 2019 )
|
|
|
|
Promissory
Note dated April 29, 2009 for up to $2,500,000 to Lewis Asset
Management (incorporated by reference to Exhibit 10.2 to Form 10-Q
filed on May 12, 2009)
|
|
|
|
Lease
agreement, dated December 7, 2011 between Forty Washington, LLC and
the Company
(incorporated
by reference to Exhibit 10.1 to Form 8-K/A filed on December 13,
2011)
|
|
|
10.6+
|
|
PAID,
Inc. 2012 Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 10.1 to Form 10-Q filed on October 18,
2012)
|
|
10.7+
|
|
Agreement
for Non-Qualified Stock Option under the PAID, Inc. 2012
Non-Qualified Stock Option Plan awarded to W. Austin Lewis, IV,
dated October 15, 2012 (incorporated by reference to Exhibit 10.2
to Form 10-Q filed on October 18, 2012)
|
|
10.8+
|
|
Agreement
for Non-Qualified Stock Option under the PAID, Inc. 2011
Non-Qualified Stock Option Plan awarded to W. Austin Lewis, IV,
dated August 8, 2012 (incorporated by reference to Exhibit 10.3 to
Form 10-Q filed on October 18, 2012)
|
|
|
Agreement
dated January 31, 2013 between Paid, Inc., and MCN Interactive, LLC
d/b/a Music City Networks (incorporated by reference to Exhibit
10.1 to Form 8-K filed on February 5, 2013)
|
|
|
|
Second
amendment to lease agreement dated November 12, 2013 between Forty
Washington LLC and PAID, Inc. (incorporated by reference to Exhibit
10.1 to Form 10-Q filed on November 14, 2013)
|
|
|
|
Amalgamation
Agreement dated September 1, 2016 by and among PAID, Inc.,
emergeIT, Inc., 2534845 Ontario Inc. and 2534841 Ontario Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K filed on
December 23, 2016)
|
|
|
|
Exchange
and Call Rights Agreement (incorporated by reference to Exhibit
10.2 to Form 8-K filed on December 23, 2016)
|
|
|
|
Support
Agreement (incorporated by reference to Exhibit 10.4 to Form 8-K
filed on December 23, 2016)
|
|
|
|
Employment
Agreement for Allan Pratt (incorporated by reference to Exhibit
10.6 to Form 8-K filed on December 23, 2016)
|
|
|
31.1*
|
|
CEO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
31.2*
|
|
CFO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
32.0*
|
|
CEO and
CFO Certification required under Section 906 of Sarbanes-Oxley Act
of 2002
|
|
EX-101.INS
|
|
XBRL
Instance Document
|
|
EX-101.SCH
|
|
XBRL
Taxonomy Extension Schema
|
|
EX-101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
EX-101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
EX-101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase
|
|
EX-101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
|
*filed
herewith
|
|
|
+Indicates
a management contract or any compensatory plan, contract or
arrangement
|
|
F-25