UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
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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200 Friberg Parkway, Westborough, Massachusetts 01581
(Address
of Principal Executive Offices) (Zip Code)
(617) 861-6050
(Registrant’s
Telephone Number, Including Area Code)
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 Web site, 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer”, “accelerated filer”, and “smaller
reporting 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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(Do not check if a
smaller reporting
company)
Emerging Growth
Company ☐
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 ☒
As of
May 15, 2018, the issuer had outstanding 1,623,817 shares of its
Common Stock.
PAID, INC.
FORM 10-Q
TABLE OF CONTENTS
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1
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2
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3
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4-13
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13
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17
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17
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18
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18
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18
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18
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18
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18
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18
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19
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PART I – FINANCIAL INFORMATION
PAID, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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March
31,
2018
(Unaudited)
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December
31,
2017
(Audited)
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ASSETS
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Current
assets:
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Cash and
cash equivalents
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$449,482
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$535,520
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Accounts
receivable, net
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29,404
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38,287
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Funds held
in trust
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189,577
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203,170
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Prepaid
expenses and other current assets
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63,980
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44,088
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Total
current assets
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732,443
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821,065
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Property and
equipment, net
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102,638
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92,486
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Intangible assets,
net
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5,161,023
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5,502,322
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Goodwill
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10,411,918
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10,695,120
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Total
assets
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$16,408,022
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$17,110,993
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LIABILITIES AND
SHAREHOLDERS' EQUITY
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Current
liabilities:
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Accounts payable
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$634,992
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$636,997
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Notes
payable
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86,722
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113,033
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Related
party notes payable
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-
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30,176
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Capital
leases - current portion
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8,438
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8,459
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Accrued
expenses
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1,052,695
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1,066,994
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Contract
liabilities
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262,629
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279,250
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Total
current liabilities
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2,045,476
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2,134,909
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Long term
liabilities:
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Capital
leases - net of current portion
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19,711
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22,494
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Deferred tax
liability
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1,236,038
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1,269,660
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Total
liabilities
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3,301,225
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3,427,063
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Commitments and
contingencies
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Shareholders'
equity:
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Preferred
stock, $0.001 par value, 20,000,000 shares authorized; 3,690,648
and 3,724,547 shares issued and outstanding at March 31, 2018 and
December 31, 2017, respectively;
liquidation
value of $11,205,591 and $11,301,999 as of March 31, 2018 and
December 31, 2017, respectively
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3,691
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3,725
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Common
stock, $0.001 par value, 25,000,000 shares authorized; 1,648,657
shares issued 1,629,217 shares outstanding at March 31, 2018 and
1,648,657 shares issued and 1,634,122 outstanding at December 31,
2017
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1,649
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1,649
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Additional
paid-in capital
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68,824,144
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68,574,974
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Accumulated
other comprehensive income
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603,720
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975,877
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Accumulated
deficit
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(56,291,892)
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(55,845,766)
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Common stock in
treasury, at cost;19,440 and 14,535 shares at March 31, 2018 and
December 31, 2017, respectively
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(34,515)
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(26,529)
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Total shareholders'
equity
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13,106,797
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13,683,930
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Total liabilities
and shareholders' equity
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$16,408,022
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$17,110,993
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See
accompanying notes to condensed consolidated financial
statements
PAID, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
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Three Months
Ended
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March 31,
2018
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March 31,
2017
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Revenues,
net
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$1,997,936
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$1,589,682
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Cost of
revenues:
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Cost
of revenues
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1,406,847
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1,099,160
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Amortization
of acquired technology
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74,622
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72,843
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Total
cost of revenues
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1,481,469
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1,172,003
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Gross
profit
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516,467
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417,679
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Operating
expenses:
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Salaries
and related
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559,631
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154,308
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General
and administrative
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333,250
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332,363
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Amortization
of other acquired intangible assets
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139,690
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130,226
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Total
operating expenses
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1,032,571
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616,897
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Loss from
operations
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(516,104)
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(199,218)
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Other income
(expense):
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Interest
expense
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(964)
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(2,261)
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Other income,
net
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6,895
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Unrealized gain
(loss) on stock price guarantee
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8,498
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(8,339)
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Total other income
(expense), net
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7,534
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(3,705)
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Loss before
provision for income taxes
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(508,570)
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(202,923)
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Provision for
income taxes
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800
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450
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(509,370)
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(203,373)
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Preferred share
redemption discount
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63,244
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Preferred
dividends
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(6,228)
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(6,454)
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Net loss available
to common stockholders
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$(452,354)
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$(209,827)
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Net loss per share
– basic and diluted
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$(0.28)
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$(0.13)
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Weighted average
number of common shares outstanding - basic and
diluted
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1,630,580
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1,648,960
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Condensed
consolidated statements of comprehensive loss
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Net
loss
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$(509,370)
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$(203,373)
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Other comprehensive
loss:
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Foreign currency
translation adjustments
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(372,157)
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(3,175)
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Comprehensive
loss
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$(881,527)
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$(206,548)
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See
accompanying notes to condensed consolidated financial
statements
PAID, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
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2018
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2017
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Cash flows from
operating activities:
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Net
loss
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$(509,370)
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$(203,373)
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Adjustments
to reconcile net loss to net cash provided by operating
activities:
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Depreciation
and amortization
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220,288
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212,898
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Share-based
compensation
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356,354
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-
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Unrealized
loss (gain) on stock price guarantee
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(8,498)
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8,339
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Write-off of
other receivables
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-
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1,040
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Changes in
assets and liabilities:
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Accounts
receivable
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6,772
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(35,480)
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Prepaid
expenses and other current assets
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(10,884)
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(10,711)
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Accounts
payable
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11,894
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52,972
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Accrued
expenses
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(3,188)
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17,268
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Contract
liabilities
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(9,566)
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(155)
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Net cash
provided by operating activities
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53,802
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42,798
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Cash flows from
investing activities:
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Purchase of
property and equipment
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(18,756)
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(5,037)
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Net cash
used in investing activities
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(18,756)
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(5,037)
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Cash flows from
financing activities:
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Payments on
capital leases
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(2,024)
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(262)
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Payments on
notes payable
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(76,565)
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(7,650)
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Payments on
related party note payable
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(29,965)
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(26,290)
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Net cash
used in financing activities
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(108,554)
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(34,202)
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Effect of exchange
rate changes on cash and cash equivalents
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(12,530)
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929
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Net change in cash
and cash equivalents
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(86,038)
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4,488
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Cash and cash
equivalents, beginning of period
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535,520
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339,562
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Cash and cash
equivalents, end of period
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$449,482
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$344,050
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
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Cash paid during
the period for:
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Income
taxes
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$800
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$450
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Interest
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$964
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$2,261
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SUPPLEMENTAL
DISCLOSURES OF NON-CASH ITEMS
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Repurchase
of preferred and common stock with note payable
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$51,744
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$-
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See
accompanying notes to condensed consolidated financial
statements
PAID, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2018
Note 1. Organization and Significant Accounting
Policies
PAID,
Inc. (“PAID”, the “Company”,
“we”, “us”, or “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 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.
During 2018, the software will undergo a re-design to create a
better user experience.
SpiritRun is a
product of BeerRun and is designed specifically for distilleries.
This product was recently enhanced, and we feel that with
additional marketing and visibility in the distillery industry,
SpiritRun has the right core resources to be a valuable tool in
distilleries around the United States.
ShipTime Inc. 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 e-commerce. We
actively sell directly to small and medium businesses and through
long standing partnerships with selected associations throughout
Canada.
General Presentation and Basis of Consolidated Financial
Statements
The
accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles
generally accepted in the United States of America
(“GAAP”), and with the rules and regulations of the
Securities and Exchange Commission ("SEC") regarding interim
financial reporting. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial
statements and should be read in conjunction with the Company's
audited consolidated financial statements and notes thereto
included in the Annual Report on Form 10-K for the year ended
December 31, 2017 that was filed on March 30, 2018.
In the
opinion of management, the Company has prepared the accompanying
unaudited condensed consolidated financial statements on the same
basis as its audited consolidated financial statements, and these
unaudited condensed consolidated financial statements include all
adjustments, consisting of normal recurring adjustments necessary
for a fair presentation of the results of the interim periods
presented. The operating results for the interim periods presented
are not necessarily indicative of the results expected for the full
year 2018.
On
November 9, 2016, the Company’s 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-Q have been retroactively adjusted to
reflect the reverse stock split.
Going Concern and Management's Plan
The
accompanying unaudited condensed 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, although it has taken significant steps to reduce them. For
the three months ended March 31, 2018, the Company reported a net
loss of $509,370. The Company has an accumulated deficit of
$56,291,892 and has a working capital deficit of $(1,313,033) as of
March 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 offerings of
AuctionInc, BeerRun and SpiritRun. 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 2018 and will have a positive
impact on the Company for 2019 and future years.
Principles of Consolidation
The
condensed consolidated financial statements include the accounts of
PAID, Inc. and its wholly owned subsidiaries, PAID Run, LLC and
ShipTime Canada, Inc. All intercompany accounts and transactions
have been eliminated.
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 March 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 separate
component of shareholders’ equity in accumulated other
comprehensive loss.
Geographic Concentrations
The
Company conducts business in the U.S. and Canada. For customers
headquartered in their respective countries, the Company derived
approximately 94% of its revenues from Canada and 6% from the U.S.
during the quarter ended March 31, 2018, compared to 91% from
Canada and 9% from the U.S. during the quarter ended March 31,
2017.
At
March 31, 2018, the Company maintained 98% of its net property and
equipment in Canada and the remaining 2% in the U.S.
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. No impairment charges were recognized during the
three months ended March 31, 2018 and 2017. 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 impairment of long-lived assets in the
future.
Revenue Recognition
The Company
generates revenue principally from fees for coordinating shipping
services, sales of shipping calculator subscriptions, brewery
management software subscriptions, and client services (See Note
5).
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
three months ended March 31, 2018 and 2017, there were
approximately 62,000 and 63,000 dilutive shares that were excluded
from the diluted earnings (loss) per share as their effect would
have been antidilutive for the periods then ended.
The Company
computes its loss applicable to common stockholders by
adding/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 condensed
consolidated statements of operations and comprehensive
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 March 31, 2018, the Company
operated in the following four reportable segments:
a.
Client
services
b.
Shipping
calculator services
c.
Brewery
management software
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 revenue for the periods
indicated.
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Three Months
Ended
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March 31,
2018
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March 31,
2017
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Client
services
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5,383
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$13,409
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Shipping calculator
services
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48,126
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56,306
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Brewery management
software
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72,063
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77,841
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Shipping
coordination and label generation services
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1,872,364
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1,442,126
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Total
revenues
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$1,997,936
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$1,589,682
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The
following table compares total loss from operations for the periods
indicated.
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Three Months
Ended
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March 31,
2018
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March 31,
2017
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Client
services
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4,188
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$10,157
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Shipping calculator
services
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(435,259)
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(256,607)
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Brewery management
software
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(229)
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12,279
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Shipping
coordination and label generation services
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(84,805)
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34,953
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Total loss from
operations
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$(516,104)
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$(199,218)
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Reclassification
Certain
amounts were reclassified in the accompanying condensed
consolidated statements of operations and comprehensive loss for
the quarter ended March 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. While the Company is still evaluating ASU
2016-02, the Company expects the adoption of ASU 2016-02 to have a
material effect on the Company’s financial condition due to
the recognition of the lease rights and obligations as assets and
liabilities. The Company does not expect ASU 2016-02 to have a
material effect on the Company’s 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. This guidance will be effective in the first quarter of
fiscal year 2019 and early adoption is not permitted. The Company
is currently evaluating the impact that this guidance will have on
its consolidated financial statements.
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.
The updated
guidance is effective for interim and annual periods beginning
after December 15, 2016, and early adoption is not permitted. In
July 2015, the FASB decided to delay the effective date of ASU
2014-09 until December 15, 2017. The FASB also agreed to allow
entities to choose to adopt the standard as of the original
effective date. On January 1, 2018, the Company elected to adopt
the Cumulative-Effect Adjustment method and has determined there is
no impact on its consolidated financial statements (see Note 5 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 three months
ended March 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. This
guidance is effective for impairment tests in fiscal years
beginning after December 15, 2019.
Note 2. Accrued Expenses
Accrued
expenses are comprised of the following:
|
|
March
31,
2018
(unaudited)
|
December 31,
2017
(audited)
|
|
Payroll and related
costs
|
$2,812
|
$3,448
|
|
Royalties
|
51,838
|
51,838
|
|
Stock price
guarantee
|
872,215
|
880,713
|
|
Other
|
125,830
|
130,995
|
|
Total
|
$1,052,695
|
$1,066,994
|
Note 3. Acquisitions and 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.
On
October 7, 2015, the Company, through a newly formed limited
liability company named PAID Run, LLC, entered into an asset
purchase agreement to purchase assets related to BeerRun Software
and SpiritRun Software and related intellectual property. The
purchase price and additional development for these assets was
$297,500, which include all of the client lists, along with all
rights, benefits and privileges associated with the software and
intellectual property, associated contracts, and books and
records.
On December 30,
2016, the Company completed a merger with ShipTime Inc. and its
subsidiary (“ShipTime”) to acquire assets related to
the technology, client base and other intellectual property. The
Company engaged an outside independent third party valuation firm
to assist in establishing a value for the ShipTime
acquisition.
At
March 31, 2018 and December 31, 2017, intangible assets consisted
of the following:
|
|
March
31,
2018
|
December
31,
2017
|
|
Patents
|
$16,000
|
$16,000
|
|
Software
|
83,750
|
83,750
|
|
Trade
Name
|
830,681
|
850,311
|
|
Technology
|
530,510
|
540,201
|
|
Client list /
relationship
|
4,876,823
|
4,998,130
|
|
Accumulated
amortization
|
(1,176,741)
|
(986,070)
|
|
|
$5,161,023
|
$5,502,322
|
Amortization
expense of intangible assets for all subsidiaries for the three
months ended March 31, 2018, and 2017 was $214,312 and $203,070,
respectively.
Goodwill
Goodwill represents
the excess of the purchase price of the acquired business over the
estimated fair value of the underlying net tangible and intangible
assets acquired. In the event the Company determines that the value
of goodwill has become impaired, it will incur an accounting charge
for the amount of the impairment during the fiscal quarter in which
the determination is made. None of the goodwill is expected to be
deductible for income tax purposes.
For the
three months ended March 31, 2018, goodwill activity was as
follows:
|
|
For
the Three Months
Ended March
31,
|
|
|
2018
|
|
Beginning
Balance
|
$10,695,120
|
|
Effect of exchange
rate changes
|
(283,202)
|
|
Ending
Balance
|
$10,411,918
|
Note 4. Commitments and Contingencies
Notes Payable
In
2017, the Company entered into two notes payable with a shareholder
to repurchase common and preferred shares. The first note is 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 is 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.
In
January 2018, the Company entered into a note payable with a
shareholder to repurchase common and preferred shares. The note is
an interest-free eightmonth note for CAD $66,708 with payment terms
of one payment of CAD $10,000 followed by eight equal installments
of CAD $8,101.
The
balance of the notes on March 31, 2018 is USD $86,722. All
outstanding notes are expected to be paid in full in the third
quarter of 2018.
Related Party Note Payable
In June
2017, the Company agreed to make monthly payments of $5,000 CAD to
related parties for seven months followed by monthly payments of
$15,000 CAD with one final payment in March 2018. As of March 31,
2018, the note was paid in full.
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 as adjusted for the reverse stock split. 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 March 31, 2018 and December 31, 2017, the
maximum value of the stock price guarantee was $872,215 and
$880,713, respectively, as the Company’s stock price was
below $60.00 per share at March 31, 2018 and December 31, 2017,
although some or all of the stock may already be sold and no longer
subject to a guaranty and any required payment would be disputed by
the Company. For the three months ended March 31, 2018 and 2017,
the Company recorded an unrealized gain (loss) on stock price
guarantee of $8,498 and ($8,339),
respectively.
Legal Matters
In the
normal course of business, the Company periodically becomes
involved in litigation. As of March 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 leases, the Company has agreed to indemnify its
lessors 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 agreements. 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 5. 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 financial statements
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 condensed
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,
offers a rebate to its customers. Revenues are recognized net of
the rebates, which are held in “funds held in trust”
account in the accompanying condensed consolidated balance sheets.
The rebate is held in the trust account for twelve months for
future use. Rebate revenue is recognized when the rebate is used.
All clients must have a valid credit card on file to process
shipments on the ShipTime platform.
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 condensed 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
2
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.
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, we have
already collected revenue from the customer at the time we have
satisfied our performance obligation. Accordingly, our contract
assets consist of only a small balance of accounts receivable,
totaling $29,404 and $38,287 as of March 31, 2018 and December 31,
2017, respectively. Generally, we do not have material amounts of
other 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 $262,629 and $279,250 at March 31, 2018
and December 31, 2017, respectively.
Practical Expedients and Exemptions
The
Company has elected the following practical expedients allowed
under Topic 606:
●
Payment terms
with the Company’s customers, which are one year or less, are
not considered a significant financing component.
●
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.
Note 6. Shareholder’s 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 have been reserved for future
issuance. 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
$11,205,591 at March 31, 2018. The Series A Preferred Stock also
carries a coupon payment obligation of 1.5% per year calculated by
taking the 30-day average closing price for an equal number of
shares of common stock for the month immediately preceding the
coupon payment date, which is made annually. Payout of the coupon
may be made out of existing cash or in shares of Series A Preferred
stock of the Company. For the three-month periods ended March 31,
2018 and 2017, the estimated portion of the annual coupon is $6,228
and $6,454, respectively, which has been added to the liquidation
value of the preferred stock as the Company does not anticipate
paying the coupon in cash. 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.
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-Q have been
retroactively adjusted to reflect the reverse stock
split.
The
Company has authorized and reserved for future issuance 495,280
shares of common stock and 3,446,824 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 was added to the net loss available to
common stockholders 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 was 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 was added to the net loss
available to common stockholders. The repurchase of the common
shares was recorded at an allocated cost of $1.59 per
share.
Share-based Incentive Plans
During
the period ended March 31, 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 three months ended March 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 per share. As a result of the
issuance, the Company recorded share-based compensation expense of
$356,354 during the quarter ended March 31, 2018.
Note 7. Subsequent Events
The
Company has evaluated subsequent events through the filing date of
this Form 10-Q, and has determined that no subsequent events have
occurred that would require recognition in the condensed
consolidated financial statements or disclosure in the notes
thereto, other than as disclosed herein.
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Forward Looking Statements
This
Quarterly Report on Form 10-Q 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 PAID, Inc. (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 quarterly 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", in the Company's Form 10-K for the fiscal
year ended December 31, 2017 that was filed on March 30,
2018.
For
example, the Company's ability to achieve 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 site, 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
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 Quarterly Report, which attempts to advise
interested parties of the risks and factors that may affect our
business, financial condition, results of operations and
prospects.
Overview
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 (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
30,000 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 considerable potential to grow this portion of our
business.
Paid
products are in development and include PaidCart, PaidApp and
PaidWeb. These additional offerings will provide a full e-commerce
solution for small businesses.
Significant Accounting Policies
Our significant
accounting policies are more fully described in Note 3 to our
consolidated financial statements for the years ended December 31,
2017 and 2016 included in our Form 10-K filed on March 30, 2018, as
updated and amended in Note 1 of the Notes to Condensed
Consolidated Financial Statements included herein. In addition, we
adopted the new revenue recognition standard on January 1, 2018 as
discussed in Note 5 of the Notes to Condensed Consolidated
Financial Statements with no effect to current or past amounts
recognized as revenue. However, certain of our accounting policies,
most notably with respect to revenue recognition, 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.
Results of Operations
Comparison of the three months ended March 31, 2018 and
2017.
The
following discussion compares the Company's results of operations
for the three months ended March 31, 2018 with those for the three
months ended March 31, 2017. The Company's condensed consolidated
financial statements and notes thereto included elsewhere in this
quarterly 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.
|
|
Three months Ended
March 31,
|
||
|
|
2018
|
2017
|
%
Change
|
|
Client
services
|
$5,383
|
$13,409
|
(60)%
|
|
Brewery
management software
|
72,063
|
77,841
|
(7)%
|
|
Shipping
coordination and label generation services
|
1,872,364
|
1,442,126
|
30%
|
|
Shipping
calculator services
|
48,126
|
56,306
|
(15)%
|
|
Total
revenues
|
$1,997,936
|
$1,589,682
|
26%
|
Revenues increased
26% in the first quarter primarily from the growth of our shipping
coordination and label generation services.
Client
service revenues decreased $8,026 or 60% to $5,383 in the first
quarter of 2018 compared to $13,409 in 2017. This decrease is a
result of the diminishing inventory available for sale in our movie
poster auctions.
Brewery
management software revenues decreased $5,778 to $72,063 in 2018
from $77,841 in 2017. The decrease in revenues is due to a reduced
number of new clients and an increase in competition.
Shipping calculator
services revenue decreased $8,180 or 15% to $48,126 in the first
quarter of 2018 compared to $56,306 in 2017. The decrease was
primarily due to a decline in new customers and the projected
transition to the new e-commerce shopping cart
offering.
Shipping
coordination and label generation service revenues increased
$430,238 or 30% to $1,872,364 in the first quarter of 2018 compared
to $1,442,126 in 2017. The increase is attributable to the
increased marketing for this segment of our business.
Gross Profit
Gross profit
increased $98,788 or 24% in the first quarter of 2018 to $516,467
compared to $417,679 in 2017. Gross margin remains at 26% for the
first quarter of 2018. The gross margin remains unchanged as a
result of the fixed markups on shipping coordination and label
generation services that the Company
offers.
Operating Expenses
Total
operating expenses in the first quarter 2018 were $1,032,571
compared to $616,897 in the first quarter of 2017, an increase of
$415,674 or 67%. The increase is due to the growth in personnel in
addition to the option compensation of $356,354 in the first
quarter of 2018.
Other Income/Expense, net
Net other income
(expense) in the first quarter of 2018 was $7,534 compared to
($3,705) in the same period of 2017, a change of $11,239. This is
primarily attributable to the unrealized gain on stock price
guarantee of $8,498 in the first quarter of 2018 compared to a loss
of $8,339 in the same period of 2017.
Net Loss
The
Company realized a net loss in the first quarter of 2018 of
($509,370) compared to a net loss of ($203,373) for the same period
in 2017. The net loss available to common stockholders for the
first quarter of 2018 and 2017 represent ($0.28) and ($0.13) per
share, respectively.
Cash
Flows from Operating Activities
A summarized
reconciliation of the Company's net loss to cash and cash
equivalents provided by operating activities for the three months
ended March 31, 2018 and 2017 is as
follows:
|
|
2018
|
2017
|
|
Net
loss
|
$(509,370)
|
$(203,373)
|
|
Depreciation
and amortization
|
220,288
|
212,898
|
|
Share-based
compensation
|
356,354
|
-
|
|
Unrealized
loss (gain) on stock price guarantee
|
(8,498)
|
8,339
|
|
Write-off
of other receivable
|
-
|
1,040
|
|
Changes
in current assets and liabilities
|
(4,972)
|
23,894
|
|
Net
cash provided by operating activities
|
$53,802
|
$42,798
|
Working
Capital and Liquidity
The Company had
cash and cash equivalents of $449,482 at March 31, 2018, compared
to $535,520 at December 31, 2017. The Company had a negative
working capital of $1,313,033 at March 31, 2018, an improvement of
$811 compared to $1,313,844 at December 31, 2017. The decrease in
working capital deficit is attributable to the improved revenues
and expense management associated with ShipTime Canada. The
decrease to the cash and cash equivalents is due to an increase in
expenses in addition to the cash used in the repurchase of common
and preferred shares.
The Company may need an infusion of additional capital to fund
anticipated operating costs over the next 12 months, however,
management believes that the Company has adequate cash resources to
fund operations. There can be no assurance that anticipated growth
will occur, and that the Company will be successful in launching
new products and services. If necessary, management will seek
alternative sources of capital to support operations.
As a
smaller reporting company, the Company is not required to provide
the information for this Item 3.
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 March 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.
The
Company has identified six material weaknesses in internal control
over financial reporting as described in the Company's Form 10-K
for the year ended December 31, 2017.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting
during the quarter ended March 31, 2018 that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
In the
normal course of business, the Company periodically becomes
involved in litigation. As of March 31, 2018, in the
opinion of management, the Company had no material pending
litigation other than ordinary litigation incidental to the
business.
ITEM 1A. RISK FACTORS
There
are no material changes for the risk factors previously disclosed
on Form 10-K for the year ended December 31, 2017.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
There were no issuances of unregistered securities during the three
months ended March 31, 2018.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE
SAFETY DISCLOSURES
Not
Applicable.
None.
ITEM 6. EXHIBITS
CEO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
CFO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
CEO
and CFO Certification required under Section 906 of Sarbanes-Oxley
Act of 2002
101.
INS
XBRL Instance Document
(filed herewith)
101.
SCH
XBRL Taxonomy Extension
Schema (filed herewith)
101.
CAL
XBRL Taxonomy Extension
Calculation Linkbase (filed herewith)
101.
DEF
XBRL Taxonomy Extension
Definition Linkbase (filed herewith)
101.
LAB
XBRL Taxonomy Extension
Label Linkbase (filed herewith)
101.
PRE
XBRL Taxonomy Extension
Presentation Linkbase (filed herewith)
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
|
|
|
|
|
Allan Pratt,
Chief Executive Officer
|
|
|
|
By:
|
/s/ W.
Austin Lewis IV
|
|
|
Date: May 15,
2018
|
|
W.
Austin Lewis, IV, Chief Financial Officer
|
LIST OF
EXHIBITS
|
Exhibit
No.
|
|
Description
|
|
|
CEO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
|
CFO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
|
CEO and
CFO Certification required under Section 906 of Sarbanes-Oxley Act
of 2002
|
|
|
101.INS
|
|
XBRL
Instance Document (filed herewith)
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema (filed herewith)
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase (filed
herewith)
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase (filed
herewith)
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase (filed herewith)
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase (filed
herewith)
|
|
|
|
|
-20-