UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from _______ to _______
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
| ( |
| (Registrant’s Telephone Number, Including Area Code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | ||
| Accelerated filer ☐ | 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 August 9, 2021, the issuer had a total of
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Certain information set forth in this report may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the “safe harbor” created by that section. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,” “future,” “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding the expansion of our lease-to-own program, expectations concerning our partnerships with retail partners, investments in, and the success of, our underwriting technology and risk analytics platform, our ability to collect payments due from customers, expected future operating results, and expectations concerning our business strategy.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | our limited operating history, limited cash and history of losses; |
| ● | our ability to obtain adequate financing to fund our business operations in the future; |
| ● | the failure to successfully manage and grow our FlexShopper.com e-commerce platform; |
| ● | our ability to maintain compliance with financial covenants under our Credit Agreement; |
| ● | our dependence on the success of our third-party retail partners and our continued relationships with them; |
| ● | our compliance with various federal, state and local laws and regulations, including those related to consumer protection; |
| ● | the failure to protect the integrity and security of customer and employee information; |
| ● | the impact future inflation will have on our operating results and financial condition; |
| ● | the business and financial impact of the continuing COVID-19 pandemic; and |
| ● | the other risks and uncertainties described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the year ended December 31, 2020. |
Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required under federal securities law. We anticipate that subsequent events and developments will cause our views to change. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.
i
TABLE OF CONTENTS
| Page No. | ||
| Cautionary Statement About Forward-Looking Statements | i | |
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 4. | Controls and Procedures | 30 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 31 |
| Item 1A. | Risk Factors | 31 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 |
| Item 3. | Defaults Upon Senior Securities | 31 |
| Item 4. | Mine Safety Disclosures | 31 |
| Item 5. | Other Information | 31 |
| Item 6. | Exhibits | 32 |
| Signatures | 33 | |
ii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FLEXSHOPPER, INC.
CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Lease merchandise, net | ||||||||
| Total current assets | ||||||||
| PROPERTY AND EQUIPMENT, net | ||||||||
| OTHER ASSETS, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued payroll and related taxes | ||||||||
| Promissory notes to related parties, net of $ | ||||||||
| Current portion of promissory note – Paycheck Protection Program, including accrued interest | ||||||||
| Accrued expenses | ||||||||
| Lease liability - current portion | ||||||||
| Total current liabilities | ||||||||
| Loan payable under credit agreement to beneficial shareholder, net of $ | ||||||||
| Promissory note – Paycheck Protection Program, net of current portion | ||||||||
| Accrued payroll and related taxes net of current portion | ||||||||
| Deferred income tax liability | ||||||||
| Lease liabilities net of current portion | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series 1 Convertible Preferred Stock, $ | ||||||||
| Series 2 Convertible Preferred Stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| $ | $ | |||||||
The accompanying notes are an integral part of these consolidated statements.
1
FLEXSHOPPER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues: | ||||||||||||||||
| Lease revenues and fees, net | $ | $ | $ | $ | ||||||||||||
| Lease merchandise sold | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of lease revenues, consisting of depreciation and impairment of lease merchandise | ||||||||||||||||
| Cost of lease merchandise sold | ||||||||||||||||
| Marketing | ||||||||||||||||
| Salaries and benefits | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||
| Interest expense including amortization of debt issuance costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Net income/(loss) | ( | ) | ( | ) | ||||||||||||
| Deemed dividend from exchange offer of warrants | ( | ) | ||||||||||||||
| Dividends on Series 2 Convertible Preferred Shares | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income/(loss) attributable to common and Series 1 Convertible Preferred shareholders | $ | ( | ) | ( | ) | ( | ) | |||||||||
| Basic and diluted income/(loss) per common share: | ||||||||||||||||
| Basic | $ | ( | ) | ( | ) | ( | ) | |||||||||
| Diluted | $ | ( | ) | ( | ) | ( | ) | |||||||||
| WEIGHTED AVERAGE COMMON SHARES: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated statements.
2
FLEXSHOPPER, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the six months ended June 30, 2021 and 2020
(unaudited)
| Series 1 Convertible Preferred Stock | Series 2 Convertible Preferred Stock | Common Stock | Additional Paid in | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, January 1, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Provision for compensation expense related to stock options | ||||||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with consulting agreement | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options into common stock | ||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Provision for compensation expense related to stock options | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options into common stock | ||||||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with consulting agreement | ||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | ( | ) | ||||||||||||||||||||||||||||||||||
| Series 1 Convertible Preferred Stock | Series 2 Convertible Preferred Stock | Common Stock | Additional Paid in | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, January 1, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Provision for compensation expense related to stock options | ||||||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with consulting agreement | ||||||||||||||||||||||||||||||||||||
| Exercise of warrants into common stock | ||||||||||||||||||||||||||||||||||||
| Exchange offer of warrants | ( | ) | - | |||||||||||||||||||||||||||||||||
| Net income | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Provision for compensation expense related to stock options | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options into common stock | ||||||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with consulting agreement | ||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock to common stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( |
) | |||||||||||||||||||||||||||||
| Balance, June 30, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated statements.
3
FLEXSHOPPER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2021 and 2020
(unaudited)
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income/(loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income/(loss) to net used in/cash provided by operating activities: | ||||||||
| Depreciation and impairment of lease merchandise | ||||||||
| Other depreciation and amortization | ||||||||
| Amortization of debt issuance costs | ||||||||
| Compensation expense related to issuance of stock options and warrants | ||||||||
| Provision for doubtful accounts | ||||||||
| Interest in kind added to promissory notes balance | ||||||||
| Deferred income tax | - | |||||||
| Gain on debt extinguishment | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other | ( | ) | ||||||
| Lease merchandise | ( | ) | ( | ) | ||||
| Security deposits | ||||||||
| Lease Liabilities | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued payroll and related taxes | ||||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Net cash used in/provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property and equipment, including capitalized software costs | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from loan payable under credit agreement | ||||||||
| Repayment of loan payable under credit agreement | ( | ) | ( | ) | ||||
| Debt issuance related costs | ( | ) | ||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from exercise of stock options | ||||||||
| Proceeds from promissory notes, net of fees | ||||||||
| Principal payment under finance lease obligation | ( | ) | ( | ) | ||||
| Repayment of instalment loan | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| INCREASE/(DECREASE) IN CASH | ( | ) | ||||||
| CASH, beginning of period | $ | $ | ||||||
| CASH, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Deemed dividend from exchange offer of warrants | $ | $ | ||||||
| Conversion of preferred stock to common stock | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated statements.
4
FLEXSHOPPER, INC.
Notes To Consolidated Financial Statements
For the six months ended June 30, 2021 and 2020
(Unaudited)
1. BASIS OF PRESENTATION
The interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information. Accordingly, the information presented in the interim financial statements does not include all information and disclosures necessary for a fair presentation of FlexShopper, Inc.’s financial position, results of operations and cash flows in conformity with GAAP for annual financial statements. In the opinion of management, these financial statements reflect all adjustments consisting of normal recurring accruals, necessary for a fair statement of our financial position, results of operations and cash flows for such periods. The results of operations for any interim period are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in FlexShopper, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 8, 2021.
The consolidated balance sheet as of December 31, 2020 contained herein has been derived from audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.
2. BUSINESS
FlexShopper, Inc. (the “Company”)
is a corporation organized under the laws of the State of Delaware in 2006. The Company owns
In January 2015, in connection with the Credit Agreement entered in March 2015 (see Note 7), FlexShopper 1 LLC and FlexShopper 2 LLC were organized as wholly owned Delaware subsidiaries of FlexShopper LLC to conduct operations. FlexShopper Inc, together with its subsidiaries, are hereafter referred to as “FlexShopper.”
FlexShopper provides through e-commerce sites, certain types of durable goods to consumers on a lease-to-own basis (“LTO”) including consumers of third-party retailers and e-tailers. The Company effects these transactions by first approving consumers through its proprietary, risk analytics-powered underwriting model. After receiving a signed consumer lease, the Company then funds the leased item by purchasing the item from the Company’s merchant partner and leasing it to the consumer. The Company then collects payments from consumers under their consumer lease.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany balances and transactions.
Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition - Merchandise is leased to customers pursuant to lease purchase agreements which provide for weekly lease terms with non-refundable lease payments. Generally, the customer has the right to acquire title either through a 90-day same as cash option, an early purchase option, or through payments of all required lease payments, generally 52 weeks, for ownership. On any current lease, customers have the option to cancel the agreement in accordance with lease terms and return the merchandise. Accordingly, customer agreements are accounted for as operating leases with lease revenues recognized in the month they are due on the accrual basis of accounting. Merchandise sales revenue is recognized when the customer exercises the purchase option and pays the purchase price. Revenue for lease payments received prior to their due date is deferred and recognized as revenue in the period to which the payments relate. Revenues from leases and sales are reported net of sales taxes.
5
Accounts Receivable and Allowance for Doubtful Accounts - FlexShopper seeks to collect amounts owed under its leases from each customer on a weekly or biweekly basis by charging their bank accounts or credit cards. Accounts receivable are principally comprised of lease payments currently owed to FlexShopper which are past due, as FlexShopper has been unable to successfully collect in the manner described above. The allowance for doubtful accounts is based upon revenues and historical experience of balances charged off as a percentage of revenues. The accounts receivable balances consisted of the following as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The allowance is a significant percentage of the
balance because FlexShopper does not charge off any customer account until it has exhausted all collection efforts with respect to each
account, including attempts to repossess items. In addition, while collections are pursued, the same delinquent customers continue to
accrue weekly charges until they are charged off. As the customer ages, the greater the allowance attributable to that account to reflect
the decreased likelihood of successful collection efforts. Accounts receivable balances charged off against the allowance were $
| Six Months Ended June 30, 2021 | Year Ended December 31, 2020 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision | ||||||||
| Accounts written off | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
Lease Merchandise - Until all payment obligations for ownership are satisfied under the lease agreement, the Company maintains ownership of the lease merchandise. Lease merchandise consists primarily of residential furniture, consumer electronics, computers, appliances and household accessories and is recorded at cost net of accumulated depreciation. The Company depreciates leased merchandise using the straight-line method over the applicable agreement period for a consumer to acquire ownership, generally twelve months with no salvage value. Upon transfer of ownership of merchandise to customers resulting from satisfaction of their lease obligations, the related cost and accumulated depreciation are eliminated from lease merchandise. For lease merchandise returned or anticipated to be returned either voluntarily or through repossession, the Company provides an impairment reserve for the undepreciated balance of the merchandise net of any estimated salvage value with a corresponding charge to cost of lease revenue. The cost, accumulated depreciation and impairment reserve related to such merchandise are written off upon determination that no salvage value is obtainable.
The net leased merchandise balances consisted of the following as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||
| Lease merchandise at cost | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Impairment reserve | ( | ) | ( | ) | ||||
| Lease merchandise, net | $ | $ | ||||||
Cost of lease merchandise sold represents the undepreciated cost of rental merchandise at the time of sale.
Lessor accounting
The Company accounts for leases in accordance with Accounting Standards Codification (ASC) Topic 842 Leases (Topic 842). Under Topic 842, lessees are required to recognize for all leases at the commencement date as lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. The breakout of lease revenues and fees, net of lessor bad debt expense, that ties the consolidated statements of operations is shown below:
| Six Months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Lease billings and accruals | $ | $ | ||||||
| Provision for doubtful accounts | ( | ) | ( | ) | ||||
| Lease revenues and fees | $ | $ | ||||||
6
Deferred Debt Issuance Costs - Debt issuance
costs incurred in conjunction with the Credit Agreement entered into on March 6, 2015, and subsequent amendments are offset against the
outstanding balance of the loan payable and are amortized using the straight-line method over the remaining term of the related debt,
which approximates the effective interest method. Amortization, which is included in interest expense, was $
Debt issuance costs incurred in conjunction with
the subordinated Promissory Notes are offset against the outstanding balance of the loan payable and are amortized using the straight-line
method over the remaining term of the related debt, which approximates the effective interest method. Amortization, which is included
in interest expense, was $
Intangible Assets - Intangible assets consist
of a patent on the Company’s LTO payment method at check-out for third party e-commerce sites. Patents are stated at cost less accumulated
amortization. Patent costs are amortized by using the straight-line method over the legal life, or if shorter, the useful life of the
patent, which has been estimated to be
Software Costs - Costs related to
developing or obtaining internal-use software incurred during the preliminary project and post-implementation stages of an internal use
software project are expensed as incurred and certain costs incurred in the project’s application development stage are capitalized
as property and equipment. The Company expenses costs related to the planning and operating stages of a website. Costs associated with
minor enhancements and maintenance for the website are included in expenses as incurred. Direct costs incurred in the website’s
development stage are capitalized as property and equipment. Capitalized software costs amounted to $
Operating Expenses - Operating expenses include corporate overhead expenses such as salaries, stock-based compensation, insurance, occupancy, and other administrative expenses.
Marketing Costs - Marketing costs, primarily consisting of advertising, are charged to expense as incurred. Direct acquisition costs, primarily consisting of commissions earned based on lease originations, are capitalized and amortized over the life of the lease.
Per Share Data - Per share data is computed by use of the two-class method as a result of outstanding Series 1 Convertible Preferred Stock, which participates in dividends with the common stock and accordingly has participation rights in undistributed earnings as if all such earnings had been distributed during the period (see Note 8). Under such method income available to common shareholders is computed by deducting both dividends declared or, if not declared, accumulated on Series 2 Convertible Preferred Stock from income from continuing operations and from net income. Loss attributable to common shareholders is computed by increasing loss from continuing operations and net loss by such dividends. Where the Company has undistributed net income available to common shareholders, basic earnings per common share is computed based on the total of any dividends paid or declared per common share plus undistributed income per common share determined by dividing net income available to common shareholders reduced by any dividends paid or declared on common and participating Series 1 Convertible Preferred Stock by the total of the weighted average number of common shares outstanding plus the weighted average number of common shares issuable upon conversion of outstanding participating Series 1 Convertible Preferred Stock during the period. Where the Company has a net loss, basic per share data (including income from continuing operations) is computed based solely on the weighted average number of common shares outstanding during the period. As the participating Series 1 Convertible Preferred Stock has no contractual obligation to share in the losses of the Company, common shares issuable upon conversion of such preferred stock are not included in such computations.
Diluted earnings per share is based on the more dilutive of the if-converted method (which assumes conversion of the participating Series 1 Convertible Preferred Stock as of the beginning of the period) or the two-class method (which assumes that the participating Series 1 Convertible Preferred Stock is not converted) plus the potential impact of dilutive non-participating Series 2 Convertible Preferred Stock, options and warrants. The dilutive effect of stock options and warrants is computed using the treasury stock method, which assumes the repurchase of common shares at the average market price during the period. Under the treasury stock method, options and warrants will have a dilutive effect when the average price of common stock during the period exceeds the exercise price of options or warrants. When there is a loss from continuing operations, potential common shares are not included in the computation of diluted loss per share, since they have an anti-dilutive effect.
7
In computing diluted income/(loss) per share for the six months ended June 30, 2021 and the six months ended June 30, 2020, no effect has been given to the issuance of common stock upon conversion or exercise of the following securities as their effect is anti-dilutive. The following table reflects a change in the conversion rates of the Series 1 Convertible Preferred Stock and Series 2 Convertible Preferred Stock due to anti-dilution adjustments as a result of FlexShopper’s induced conversion of warrants occurred in February 2020.
| Six Months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Series 1 Convertible Preferred Stock | ||||||||
| Series 2 Convertible Preferred Stock | ||||||||
| Series 2 Convertible Preferred Stock issuable upon exercise of warrants | ||||||||
| Common Stock Options | ||||||||
| Common Stock Warrants | ||||||||
The following table sets forth the computation of basic and diluted earnings per common share for the six months ended June 30, 2021 and 2020:
| Six Months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Numerator | ||||||||
| Net income/(loss) | $ | $ | ( | ) | ||||
| Convertible Series 2 Preferred Share dividends | ( | ) | ( | ) | ||||
| Deemed dividend from exchange offer of warrants | ( | ) | ||||||
| Numerator for basic and diluted EPS | $ | ( | ) | $ | ( | ) | ||
| Denominator | ||||||||
| Denominator for basic and diluted EPS - weighted average shares | ||||||||
| Basic EPS | $ | ( | ) | $ | ( | ) | ||
| Diluted EPS | $ | ( | ) | $ | ( | ) | ||
The following table sets forth the computation of basic and diluted earnings per common share for the three months ended June 30, 2021 and 2020:
| Three Months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Numerator | ||||||||
| Net income/(loss) | $ | $ | ( | ) | ||||
| Convertible Series 2 Preferred Share dividends | ( | ) | ( | ) | ||||
| Net income/(loss) attributable to common and Series 1 Convertible Preferred Stock | ( | ) | ||||||
| Convertible Series 2 Preferred Share dividends attributable to Series 1 Convertible Preferred Stock | - | |||||||
| Net income attributable to Series 1 Convertible Preferred Stock | ( | ) | - | |||||
| Net income/(loss) attributable to common shares - Numerator for basic and diluted EPS | $ | $ | ( | ) | ||||
| Denominator | ||||||||
| Weighted average of common shares outstanding | ||||||||
| Weighted average of common shares issuable upon conversion of outstanding Series 1 Convertible Preferred Stock | ||||||||
| Denominator for basic EPS- weighted average shares | ||||||||
| Effect of dilutive securities | ||||||||
| Common stock options | ||||||||
| Common stock warrants | ||||||||
| Denominator for diluted EPS – adjusted weighted average shares | ||||||||
| Basic EPS | $ | $ | ( | ) | ||||
| Diluted EPS | $ | $ | ( | ) | ||||
Stock-Based Compensation - The fair value of transactions in which the Company exchanges its equity instruments for employee and non-employee services (share-based payment transactions) is recognized as an expense in the financial statements as services are performed.
Compensation expense is determined by reference to the fair value of an award on the date of grant and is amortized on a straight-line basis over the vesting period. The Company has elected to use the Black-Scholes-Merton (BSM) pricing model to determine the fair value of all stock option awards.
8
Fair Value of Financial Instruments - The carrying value of certain financial instruments such as cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The carrying value of loans payable under the Credit Agreement increased by unamortized issuance costs approximates fair value. The carrying value of promissory notes to related parties approximates fair value based upon their interest rates, which approximate current market interest rates.
Income Taxes - Deferred tax assets and liabilities are determined based on the estimated future tax effects of net operating loss carryforwards and temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records a valuation allowance for its deferred tax assets when management concludes that it is not more likely than not that such assets will be recognized.
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2021, and 2020, the Company had not recorded any unrecognized tax benefits. Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively.
4. LEASES
Refer to Note 2 to these consolidated financial statements for further information about the Company’s revenue generating activities as a lessor. All the Company’s customer agreements are considered operating leases, and the Company currently does not have any sales-type or direct financing leases.
Lease Commitments
In August 2017, FlexShopper entered into a 12-month
lease with two additional three-year options for retail store space in West Palm Beach, Florida. In April 2018, FlexShopper exercised
its option to extend the term of the lease to September 30, 2021. In March 2021, FlexShopper and the lessor agreed on the early termination
of the lease for this property. The monthly rent for this space was approximately $
In January 2019, FlexShopper entered into a
The rental expense for the six months ended June
30, 2021 and 2020 was approximately $
| 2021 | $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Thereafter | ||||
| $ |
The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are included in the Company’s consolidated balance sheets beginning January 1, 2019. The breakout of operating lease assets, and current and non-current operating lease liabilities at June 30, 2021, is shown in the table below.
9
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Classification | June 30, 2021 | December 31, 2020 | ||||||||
| Assets | ||||||||||
| Operating Lease Asset | $ | $ | ||||||||
| Finance Lease Asset | ||||||||||
| Total Lease Assets | $ | $ | ||||||||
| Liabilities | ||||||||||
| Operating Lease Liability - current portion | $ | $ | ||||||||
| Finance Lease Liability - current portion | ||||||||||
| Operating Lease Liability - net of current portion | ||||||||||
| Finance Lease Liability - net of current portion | ||||||||||
| Total Lease Liabilities | $ | $ | ||||||||
Operating lease assets and liabilities are recognized
at the present value of the future lease payments at the lease commencement date. The Company uses its incremental borrowing rate as the
discount rate for its leases, as the implicit rate in the lease is not readily determinable. The incremental borrowing rate is estimated
to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased
asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. The lease terms include periods
under options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company generally
uses the base, non-cancelable, lease term when determining the lease assets and liabilities. Under the short-term lease exception provided
within ASC 842, the Company does not record a lease liability or right-of-use asset for any leases that have a lease term of
Below is a summary of the weighted-average discount rate and weighted-average remaining lease term for the Company’s leases:
| Weighted Average Discount Rate | Weighted Average Remaining Lease Term (in years) | |||||||
| Operating Leases | % | |||||||
| Finance Leases | % | |||||||
Operating lease expense is recognized on a straight-line
basis over the lease term within operating expenses in the Company’s consolidated statements of operations. Finance lease expense
is recognized over the lease term within interest expense and amortization in the Company’s consolidated statements of operations.
The Company’s total operating and finance lease expense all relate to lease costs and amounted to $
Supplemental cash flow information related to operating leases is as follows:
| Six Months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash payments for operating leases | $ | $ | ||||||
| Cash payments for finance leases | ||||||||
| New finance lease asset obtained in exchange for lease liabilities | ||||||||
10
Below is a summary of undiscounted operating lease liabilities as of June 30, 2021. The table also includes a reconciliation of the future undiscounted cash flows to the present value of the operating lease liabilities included in the consolidated balance sheet.
| Operating Leases | ||||
| 2021 | $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 and thereafter | ||||
| Total undiscounted cash flows | ||||
| Less: interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Below is a summary of undiscounted finance lease liabilities as of June 30, 2021. The table also includes a reconciliation of the future undiscounted cash flows to the present value of the finance lease liabilities included in the consolidated balance sheet.
| Finance Leases | ||||
| 2021 | $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| Total undiscounted cash flows | ||||
| Less: interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
| Estimated Useful Lives | June 30, 2021 | December 31, 2020 | ||||||||
| Furniture, fixtures and vehicle | $ | $ | ||||||||
| Website and internal use software | ||||||||||
| Computers and software | ||||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||||
| Right of use assets, net | ||||||||||
| $ | $ | |||||||||
Depreciation and amortization expense were $
11
6. PROMISSORY NOTES-RELATED PARTIES
January 2018 Notes - In January 2018,
FlexShopper, LLC entered into letter agreement with NRNS Capital Holdings LLC (“NRNS”), the manager of which is the
Chairman of the Company’s Board of Directors, pursuant to which FlexShopper, LLC issued a subordinated promissory note to
NRNS. The principal amount of the January 2018 Note is $
NRNS amended and restated the Note such that the maturity date of the revised Note was extended to April 1, 2022. As of June 30, 2021, $1,770,798 of principal and accrued and unpaid interest was outstanding on NRNS’s Note.
January 2019 Note - On January 25, 2019,
FlexShopper, LLC entered into a subordinated debt financing letter agreement with 122 Partners, LLC, as lender, pursuant to which FlexShopper,
LLC issued a subordinated promissory note to 122 Partners, LLC (the “January Note”) in the principal amount of $
February 2019 Note - On February 19, 2019,
FlexShopper, LLC entered into a letter agreement with NRNS, the manager of which is the Chairman of the Company’s Board of Directors,
pursuant to which FlexShopper, LLC issued a subordinated promissory note to NRNS (the “February Note”) in the principal amount
of $
Amounts payable under the promissory notes are as follows:
| Debt Principal | Interest | |||||||
| 2021 | $ | $ | ||||||
| 2022 | $ | $ | ||||||
12
7. LOAN PAYABLE UNDER CREDIT AGREEMENT
On March 6, 2015, FlexShopper, through a wholly-owned
subsidiary (“Borrower”), entered into a credit agreement (as amended from time-to-time, the “Credit Agreement”)
with Wells Fargo Bank, National Association as paying agent, various lenders from time to time party thereto and WE 2014-1, LLC, an affiliate
of Waterfall Asset Management, LLC, as administrative agent and lender (“Lender”). The Borrower is permitted to borrow funds
under the Credit Agreement based on FlexShopper’s cash on hand and the Amortized Order Value of its Eligible Leases (as such terms
are defined in the Credit Agreement) less certain deductions described in the Credit Agreement. Under the terms of the Credit Agreement,
subject to the satisfaction of certain conditions, the Borrower may borrow up to $
On January 29, 2021, the Company and the Lender
signed an Omnibus Amendment to the Credit Agreement.
The Credit Agreement provides that FlexShopper may not incur additional indebtedness (other than expressly permitted indebtedness) without the permission of the Lender and also prohibits payments of cash dividends on common stock. Additionally, the Credit Agreement includes covenants requiring FlexShopper to maintain a minimum amount of Equity Book Value, maintain a minimum amount of liquidity and cash and maintain a certain ratio of Consolidated Total Debt to Equity Book Value (each capitalized term, as defined in the Credit Agreement). Upon a Permitted Change of Control (as defined in the Credit Agreement), FlexShopper must refinance the debt under the Credit Agreement, subject to the payment of an early termination fee. A summary of the covenant requirements, and FlexShopper’s actual results at June 30, 2021, follows:
| June 30, 2021 | ||||||||
| Required Covenant | Actual Position | |||||||
| Equity Book Value not less than | $ | $ | ||||||
| Liquidity greater than | ||||||||
| Cash greater than | ||||||||
| Consolidated Total Debt to Equity Book Value ratio not to exceed | ||||||||
The Credit Agreement includes customary events of default, including, among others, failures to make payment of principal and interest, breaches or defaults under the terms of the Credit Agreement and related agreements entered into with the Lender, breaches of representations, warranties or certifications made by or on behalf of FlexShopper in the Credit Agreement and related documents (including certain financial and expense covenants), deficiencies in the borrowing base, certain judgments against FlexShopper and bankruptcy events.
As of June 30, 2021, the Company had $
Principal payable within twelve months of the
balance sheet date based on the outstanding loan balance at such date is reflected as a current liability in the accompanying balance
sheets. Interest expense incurred under the Credit Agreement amounted to $
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8. CAPITAL STRUCTURE
The Company’s capital structure consists of preferred and common stock as described below:
Preferred Stock
The Company is authorized to issue
| ● | Series 1 Convertible Preferred Stock - Series 1 Convertible Preferred Stock ranks senior to common stock upon liquidation. |
As of June 30, 2021, there were 170,332 shares of Series 1 Convertible Preferred Stock outstanding, which were convertible into 225,231 shares of common stock.
| ● | Series 2 Convertible Preferred Stock - The Company sold to B2 FIE V LLC (the “Investor”), an entity affiliated with Pacific Investment Management Company LLC, |
The Series 2 Preferred Shares were
sold for $
Common Stock
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Warrants
In September 2018, the Company issued warrants
exercisable for
The Company also issued additional warrants exercisable
for an aggregate
In connection with the issuance of Series 2 Convertible Preferred Stock in June 2016, the Company issued to the placement agent in such offering warrants exercisable for 439 shares of Series 2 Convertible Preferred Stock at an initial exercise price of $1,250 per share, which expire seven years after the date of issuance.
The August 2020 amendment also modified the alternative
minimum exercise price of the monthly warrant consideration issuable to the Consultant to $
During the six months ended June 30, 2021, the
Company recorded an expense of $
| Warrants | Expense | Grant date fair value | ||||||||||
| Grant Date | Granted | Recorded | Per Warrant | |||||||||
| January 31, 2021 | $ | $ | ||||||||||
| February 29, 2021 | ||||||||||||
| March 31, 2021 | ||||||||||||
| April 30, 2021 | ||||||||||||
| May 31, 2021 | ||||||||||||
| June 30, 2021 | ||||||||||||
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The following table summarizes information about outstanding stock warrants as of June 30, 2021, all of which are exercisable:
| Common | Series 2 Preferred | Weighted Average | ||||||||||||
| Exercise | Stock Warrants | Stock Warrants | Remaining | |||||||||||
| Price | Outstanding | Outstanding | Contractual Life | |||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | | |||||||||||||
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| $ | | |||||||||||||
| $ | | |||||||||||||
| $ | * | | ||||||||||||
| (*) | At June 30, 2021, these warrants were convertible into |
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9. STOCK OPTIONS
On April 26, 2018 at the Company’s annual
meeting, the Company’s stockholders approved the FlexShopper, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”).
Upon the 2018 Plan’s approval, approximately
On February 21, 2019, the Company’s Board
of Directors approved Amendment No. 1 to the 2018 Plan, subject to stockholder approval.
On April 24, 2020, the Company’s Board of
Directors approved an Amendment to the 2018 Plan, subject to stockholder approval.
On March 3, 2021, the Company’s Board of
Directors approved an Amendment to the 2018 Plan, subject to stockholder approval.
Grants under the 2018 Plan and the Prior Plans
consist of incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, stock unit awards, dividend
equivalents and other stock-based awards. Employees, directors and consultants and other service providers are eligible to participate
in the 2018 Plan and the Prior Plans.
Activity in stock options for the six months ended June 30, 2021 and June 30, 2020 is as follows:
| Number of options | Weighted average exercise price | Weighted average contractual term (years) | Aggregate intrinsic value | |||||||||||||
| Outstanding at January 1, 2021 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercise | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Outstanding at June 30, 2021 | ||||||||||||||||
| Vested and exercisable at June 30, 2021 | ||||||||||||||||
| Outstanding at January 1, 2020 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Outstanding at June 30, 2020 | $ | $ | ||||||||||||||
| Vested and exercisable at June 30, 2020 | $ | $ | ||||||||||||||
The weighted average grant date fair value of
options granted during the six-month period ended June 30, 2021 and June 30, 2020 was $
| Six Months ended | ||||||||
| June 30, | ||||||||
| 2021 | 2020 | |||||||
| Exercise price | $ | $ | ||||||
| Expected life | ||||||||
| Expected volatility | % | % | ||||||
| Dividend yield | % | |||||||
| Risk-free interest rate | % | % | ||||||
The expected dividend yield is based on the Company’s historical dividend yield. The expected volatility is based on the historical volatility of the Company’s common stock. The expected life is based on the simplified expected term calculation permitted by the Securities and Exchange Commission (the “SEC”), which defines the expected life as the average of the contractual term of the options and the weighted-average vesting period for all option tranches. The risk-free interest rate is based on the annual yield on the grant date of a zero-coupon U.S. Treasury bond the maturity of which equals the option’s expected life.
17
The value of stock options is recognized as compensation
expense by the straight-line method over the vesting period. Compensation expense recorded for options in the consolidated statements
of operations was $
10. INCOME TAXES
Effective income tax rates for interim periods are based on our estimate of the applicable annual income tax rate. The Company’s effective income tax rate varies based upon the estimate of our annual taxable earnings and the allocation of those taxable earnings across the various states in which we operate. Changes in the annual allocation of the Company’s activity among these jurisdictions results in changes to the effective tax rate utilized to measure the Company’s income tax provision and deferred tax assets and liabilities.
The Company’s effective income tax rate
for the three and six months ended June 30, 2021 was approximately
Management believes that certain federal and state deferred tax assets as of June 30, 2021 do not satisfy the realization criteria and has recorded a valuation allowance to reduce the carrying value of the Company’s deferred tax assets to the extent that realization is not more likely than not. Deferred tax liabilities are recorded to the extent that reversing taxable temporary differences cannot be offset with existing deferred tax assets. Utilization of the Company’s NOL carryforwards may be subject to annual limitations under Internal Revenue Code Section 382.
11. EXCHANGE OFFER OF WARRANTS
On February 4, 2020, the Company completed an
exchange offer relating to outstanding public warrants, in which the holders of the public warrants were offered
In total, 5,351,290 warrants were exchanged for 3,317,812 shares in accordance with the Warrant Exchange Offer.
On February 19, 2020, the Company exchanged all
remaining untendered public warrants for common stock at a rate of
As a result of this transaction, the Company recognized
a deemed dividend of $
12. CONTINGENCIES AND OTHER UNCERTAINTIES
Regulatory inquiries
In the first quarter of 2021, FlexShopper, along with a number of other lease-to-own companies, received a subpoena from the California Department of Financial Protection and Innovation (the “DFPI”) requesting the production of documents and information regarding the Company’s compliance with state consumer protection laws. The Company is cooperatively engaging with the DFPI in response to its inquiry. Although the Company believes it is in compliance with all applicable consumer protection laws and regulations in California, this inquiry ultimately could lead to an enforcement action and/or a consent order, and substantial costs, including legal fees, fines, penalties, and remediation expenses.
COVID-19
The extent of the impact and effects of the recent outbreak of the coronavirus (COVID-19) on the operation and financial performance of our business will depend on future developments, including the duration and spread of the outbreak, the recovery time of the disrupted supply chains, or the uncertainty with respect to the accessibility of additional liquidity or capital markets, all of which are highly uncertain and cannot be predicted. If the demand for the Company’s leases is impacted by this outbreak for an extended period, our results of operations may be materially adversely affected.
18
13. COMMITMENTS
The Company does not have any commitments other than real property leases (Note 4).
14. PROMISSORY NOTE- PAYCHECK PROTECTION PROGRAM
FlexShopper, LLC (the “Borrower”)
applied for and received a loan (the “Loan”) on May 4, 2020, from Customers Bank (the “Lender”) in the principal
amount of $
The Loan was evidenced by a promissory note (the
“Note”), dated April 30, 2020, issued by the Borrower to the Lender.
On June 21, 2021 we were notified that effective April 7, 2021, the U.S. Small Business Administration confirmed the waiver of FlexShopper’s repayment of a $1,914,000 Paycheck Protection Program promissory note issued to the Company on May 4, 2020.
As a result of the PPP promissory note forgiveness, the Company recognized a gain from the extinguishment of the loan, including accrued interest, of $1,931,825.
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes appearing at the end of our Form 10-K for the fiscal year ended December 31, 2020. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. The “Risk Factors” section of our Form 10-K for the fiscal year ended December 31, 2020 should be read for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
At FlexShopper, our highest priority remains the safety, health and well-being of our employees, their families and our communities and we remain committed to serving the needs of our customers. The COVID-19 pandemic is a highly fluid situation and it is not currently possible for us to reasonably estimate the full impact it may have on our financial and operating results. We will continue to evaluate the impact of the COVID-19 pandemic on our business as we learn more and the residual impact of COVID-19 on our industry becomes clearer.
Executive Overview
The results of operations reflect the operations of FlexShopper, LLC (together with the Company and its direct and indirect wholly owned subsidiaries, “FlexShopper”), which provides certain types of durable goods to consumers on a lease-to-own (“LTO”) basis and also provides LTO terms to consumers of third-party retailers and e-retailers. FlexShopper began generating revenues from this line of business in December 2013. Management believes that the introduction of FlexShopper’s LTO programs support broad untapped expansion opportunities within the U.S. consumer e-commerce and retail marketplaces. FlexShopper and its online LTO platforms provide consumers the ability to acquire durable goods, including electronics, computers and furniture, on an affordable payment, lease basis. Concurrently, e-retailers and retailers that work with FlexShopper may increase their sales by utilizing FlexShopper’s online channels to connect with consumers that want to acquire products on an LTO basis. FlexShopper’s sales channels include (1) selling directly to consumers via the online FlexShopper.com, an LTO Marketplace featuring thousands of durable goods, (2) utilizing FlexShopper’s patent pending LTO payment method at check out on e-commerce sites and through in-store terminals and (3) facilitating LTO transactions with retailers that have not yet become part of the FlexShopper.com LTO marketplace.
Summary of Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to credit provisions, intangible assets, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experience as well as various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, reflect the more significant judgments and estimates used in the preparation of our financial statements.
Accounts Receivable and Allowance for Doubtful Accounts - FlexShopper seeks to collect amounts owed under its leases from each customer on a weekly or biweekly basis by charging their bank accounts or credit cards. Accounts receivable are principally comprised of lease payments currently owed to FlexShopper which are past due as FlexShopper has been unable to successfully collect in the manner described above. An allowance for doubtful accounts is estimated based upon revenues and historical experience of balances charged off as a percentage of revenues. The accounts receivable balances consisted of the following as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||
| Accounts receivable | $ | 45,051,239 | $ | 32,171,255 | ||||
| Allowance for doubtful accounts | (31,900,573 | ) | (22,138,541 | ) | ||||
| Accounts receivable, net | $ | 13,150,666 | $ | 10,032,714 | ||||
The allowance is a significant percentage of the balance because FlexShopper does not charge off any customer account until it has exhausted all collection efforts with respect to each account, including attempts to repossess items. In addition, while collections are pursued, the same delinquent customers continue to accrue weekly charges until they are charged off. As the customer account ages, the greater the allowance attributable to that account to reflect the decreased likelihood of successful collection efforts. Accounts receivable balances charged off against the allowance were $2,006,509 and $9,042,673 for the three and six months ended June 30, 2021 respectively and $6,584,965 and $12,017,220 for the three and six months ended June 30, 2020, respectively.
20
Lease Merchandise - Until all payment obligations required for ownership are satisfied under the lease agreement, FlexShopper maintains ownership of the lease merchandise. Lease merchandise consists primarily of residential furniture, consumer electronics, computers, appliances and household accessories and is recorded at cost net of accumulated depreciation. The Company depreciates leased merchandise using the straight-line method over the applicable agreement period for a consumer to acquire ownership, generally twelve months with no salvage value. Upon transfer of ownership of merchandise to customers resulting from satisfaction of their lease obligations, the related cost and accumulated depreciation are eliminated from lease merchandise. For lease merchandise returned or anticipated to be returned either voluntarily or through repossession, the Company provides an impairment reserve for the undepreciated balance of the merchandise net of any estimated salvage value with a corresponding charge to cost of lease revenue. The cost, accumulated depreciation and impairment reserve related to such merchandise are written off upon determination that no salvage value is obtainable.
Stock Based Compensation - The fair value of transactions in which FlexShopper exchanges its equity instruments for employee services (share-based payment transactions) is recognized as an expense in the financial statements as services are performed. Compensation expense is determined by reference to the fair value of an award on the date of grant and is amortized on a straight-line basis over the vesting period. We have elected to use the Black-Scholes-Merton pricing model (“BSM”) to determine the fair value of all stock option awards.
Key Performance Metrics
We regularly review several metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
Key performance metrics for the three months ended June 30, 2021 and 2020 are as follows:
| Three months ended June 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| Gross Profit: | ||||||||||||||||
| Gross lease revenues and fees | $ | 38,608,150 | 30,781,551 | 7,826,599 | 25.4 | |||||||||||
| Lease merchandise sold | 2,051,759 | 1,629,850 | 421,909 | 25.9 | ||||||||||||
| Gross billings | 40,659,909 | 32,411,401 | 8,248,508 | 25.4 | ||||||||||||
| Provision for doubtful accounts | (9,971,356 | ) | (7,881,271 | ) | (2,090,085 | ) | 26.5 | |||||||||
| Net revenues | 30,688,553 | 24,530,130 | 6,158,423 | 25.1 | ||||||||||||
| Cost of merchandise sold | (1,738,180 | ) | (1,291,090 | ) | (447,090 | ) | 34.6 | |||||||||
| Cost of lease revenues, consisting of depreciation and impairment of lease merchandise | (17,864,471 | ) | (15,898,255 | ) | (1,966,216 | ) | 12.4 | |||||||||
| Gross profit | $ | 11,085,902 | $ | 7,340,785 | $ | 3,745,117 | 51.0 | |||||||||
| Gross profit margin | 36 | % | 30 | % | ||||||||||||
21
| Three months ended June 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| Adjusted EBITDA: | ||||||||||||||||
| Net income/ (loss) | $ | 942,194 | $ | (262,062 | ) | $ | 1,204,256 | 459.5 | ||||||||
| Provision for income taxes | 978,244 | - | 978,244 | |||||||||||||
| Amortization of debt costs | 42,877 | 89,888 | (47,011 | ) | (52.3 | ) | ||||||||||
| Other amortization and depreciation | 672,656 | 602,126 | 70,530 | 11.7 | ||||||||||||
| Interest expense | 1,179,523 | 961,233 | 218,290 | 22.7 | ||||||||||||
| Stock compensation | 249,222 | 452,033 | (202,811 | ) | (44.9 | ) | ||||||||||
| Product/ infrastructure expenses | - | 63,376 | (63,376 | ) | ||||||||||||
| Warrants compensation – consulting agreement | - | 95,481 | (95,481 | ) | ||||||||||||
| Gain on debt extinguishment | (1,931,825 | ) | - | (1,931,825 | ) | |||||||||||
| Adjusted EBITDA | $ | 2,132,891 | $ | 2,002,075 | $ | 130,816 | 6.5 | |||||||||
Key performance metrics for the six months ended June 30, 2021 and 2020 are as follows:
| Six months ended June 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| Gross Profit: | ||||||||||||||||
| Gross lease revenues and fees | $ | 78,546,163 | $ | 62,162,183 | $ | 16,383,980 | 26.4 | |||||||||
| Lease merchandise sold | 3,730,765 | 2,774,892 | 955,873 | 34.4 | ||||||||||||
| Gross billings | 82,276,928 | 64,937,075 | 17,339,853 | 26.7 | ||||||||||||
| Provision for doubtful accounts | (18,804,705 | ) | (15,564,198 | ) | (3,240,507 | ) | 20.8 | |||||||||
| Net revenues | 63,472,223 | 49,372,877 | 14,099,346 | 28.6 | ||||||||||||
| Cost of merchandise sold | (3,064,623 | ) | (1,921,871 | ) | (1,142,752 | ) | 59.5 | |||||||||
| Cost of lease revenues, consisting of depreciation and impairment of lease merchandise | (39,064,981 | ) | (32,095,204 | ) | (6,969,778 | ) | 21.7 | |||||||||
| Gross profit | $ | 21,342,619 | $ | 15,355,802 | $ | 5,986,816 | 39.0 | |||||||||
| Gross profit margin | 34 | % | 31 | % | ||||||||||||
| Six months ended June 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| Adjusted EBITDA: | ||||||||||||||||
| Net income/ (loss) | $ | 943,431 | $ | (210,377 | ) | $ | 1,153,808 | 548.4 | ||||||||
| Provision for income taxes | 978,244 | - | 978,244 | |||||||||||||
| Amortization of debt costs | 134,580 | 184,233 | (49,653 | ) | (27.0 | ) | ||||||||||
| Other amortization and depreciation | 1,324,049 | 1,062,139 | 261,910 | 24.7 | ||||||||||||
| Interest expense | 2,486,817 | 2,078,514 | 408,303 | 19.6 | ||||||||||||
| Stock compensation | 629,486 | 623,848 | 5,638 | 0.9 | ||||||||||||
| Product/infrastructure expenses | 10,000 | 184,440 | (174,440 | ) | (94.6 | ) | ||||||||||
| Warrants compensation – consulting agreement | - | 139,480 | (139,480 | ) | ||||||||||||
| Gain on debt extinguishment | (1,931,825 | ) | - | (1,931,825 | ) | |||||||||||
| Adjusted EBITDA | $ | 4,574,782 | $ | 4,062,277 | $ | 512,505 | 12.6 | |||||||||
Management believes that Gross Profit and Adjusted EBITDA provide relevant and useful information which is widely used by analysts, investors and competitors in our industry in assessing performance.
Adjusted EBITDA represents net income before interest, stock-based compensation, taxes, depreciation (other than depreciation of leased inventory), amortization, and one-time or non-recurring items. We believe that Adjusted EBITDA provides us with an understanding of one aspect of earnings before the impact of investing and financing charges and income taxes. Adjusted EBITDA may be useful to an investor in evaluating our operating performance and liquidity because this measure:
| ● | is widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company; |
| ● | is a financial measurement that is used by rating agencies, lenders and other parties to evaluate our credit worthiness; and |
| ● | is used by our management for various purposes, including as a measure of performance and as a basis for strategic planning and forecasting. |
Adjusted EBITDA is a supplemental measure of FlexShopper’s performance that is neither required by, nor presented in accordance with, GAAP. Adjusted EBITDA should not be considered as a substitute for GAAP metrics such as operating income/ (loss), net income or any other performance measures derived in accordance with GAAP.
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Results of Operations
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
The following table details operating results for the three months ended June 30,2021 and 2020:
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| Gross lease revenues and fees | $ | 38,608,150 | $ | 30,781,551 | $ | 7,826,599 | 25.4 | |||||||||
| Provision for doubtful accounts | $ | (9,971,356 | ) | $ | (7,881,271 | ) | $ | (2,090,085 | ) | 26.5 | ||||||
| Net lease billing and fees | $ | 28,636,794 | $ | 22,900,280 | $ | 5,736,514 | 25.0 | |||||||||
| Lease merchandise sold | 2,051,759 | 1,629,850 | 421,909 | 25.9 | ||||||||||||
| Total revenues | 30,688,553 | 24,530,130 | 6,158,423 | 25.1 | ||||||||||||
| Cost of lease revenue and merchandise sold | (19,602,651 | ) | (17,189,345 | ) | (2,413,306 | ) | 14.0 | |||||||||
| Marketing | (1,914,095 | ) | (938,049 | ) | (976,046 | ) | 104.1 | |||||||||
| Salaries and benefits | (2,747,005 | ) | (2,276,516 | ) | (470,489 | ) | 20.7 | |||||||||
| Other operating expenses | (5,213,789 | ) | (3,337,162 | ) | (1,876,627 | ) | 56.2 | |||||||||
| Operating income | 1,211,013 | 789,058 | 421,955 | 52.6 | ||||||||||||
| Gain on extinguishment of debt | 1,931,825 | - | 1,931,825 | |||||||||||||
| Interest expense | (1,222,400 | ) | (1,051,120 | ) | (171,280 | ) | 16.3 | |||||||||
| Provision for incomes taxes | (978,244 | ) | - | (978,244 | ) | |||||||||||
| Net income/ (loss) | $ | 942,194 | (262,062 | ) | $ | 1,204,256 | 459.5 | |||||||||
FlexShopper originated 38,531 gross leases less same day modifications and cancellations with an average origination value of $516 for the three months ended June 30, 2021 compared to 33,941 gross leases less same day modifications and cancellations with an average origination value of $452 for the comparable period last year. Total lease revenues for the three months ended June 30, 2021 were $28,636,794 compared to $22,900,280 for the three months ended June 30, 2020, representing an increase of $5,736,514, or 25%. Continued growth in repeat customers, coupled with the expansion of retail partners, is primarily responsible for the increase in lease originations. Increased lease originations grows the overall size of the current lease portfolio and raises lease revenue.
Cost of lease revenue and merchandise sold for the three months ended June 30, 2021 was $19,602,651 compared to $17,189,345 for the three months ended June 30, 2020, representing an increase of $2,413,306, or 14.0%. Cost of lease revenue and merchandise sold for the three months ended June 30, 2021 is comprised of depreciation expense and impairment of lease merchandise of $17,864,471 and the net book value of merchandise sold of $1,738,180. Cost of lease revenue and merchandise sold for the three months ended June 30, 2020 is comprised of depreciation expense and impairment on lease merchandise of $15,898,255 and the net book value of merchandise sold of $1,291,090. As the Company’s lease portfolio and revenues increase, the depreciation and related costs associated with the larger portfolio also increase. Asset level performance within the portfolio, as well as, the mix of early paid off leases, will alter the average depreciable term of the leases within the portfolio and result in increases or decreases in cost of lease revenue and merchandise sold relative to lease revenue.
Marketing expenses in the three months ended June 30, 2021 were $1,914,095 compared to $938,049 in the three months ended June 30, 2020, an increase of $976,046, or 104.1%. The Company’s marketing expenditures are primarily related to increasing new lease consumers to order to grow the lease portfolio. The primary source of new consumers is through digital marketing channels directing potential consumers to FlexShopper.com. The focus on digital marketing allows the Company to have enhanced reporting on the efficiency of marketing spending to ensure that it is acquiring customers at its targeted acquisition cost. A smaller portion of marketing expense is related to commissions related to retail partnerships as well as remarketing efforts to drive repeat consumer activity.
Salaries and benefits in the three months ended June 30, 2021 were $2,747,005 compared to $2,276,516 in the three months ended June 30, 2020, an increase of $470,489 or 20.7 %. Generally, the salary and benefits expense should directionally move with the change in lease originations and the overall size of the lease portfolio albeit at a slower rate. In this quarter, there were also some management positions filled in operational roles to increase efficiencies in the call center and other operational departments.
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Other operating expenses for the three months ended June 30, 2021 and 2020 included the following:
| 2021 | 2020 | |||||||
| Amortization and depreciation | $ | 672,656 | $ | 602,126 | ||||
| Computer and internet expenses | 761,295 | 418,258 | ||||||
| Legal and professional fees | 896,292 | 326,342 | ||||||
| Merchant bank fees | 844,571 | 470,252 | ||||||
| Customer verification expenses | 810,557 | 511,697 | ||||||
| Stock compensation expense | 249,222 | 452,033 | ||||||
| Insurance expense | 161,751 | 111,257 | ||||||
| Office and telephone expense | 217,973 | 76,905 | ||||||
| Rent expense | 157,634 | 186,390 | ||||||
| Advertising and recruiting fees | 103,343 | 43,702 | ||||||
| Travel expenses | 73,024 | 10,700 | ||||||
| Other | 265,471 | 127,500 | ||||||
| Total | $ | 5,213,789 | $ | 3,337,162 | ||||
Computer and internet expenses in the three months ended June 30, 2021 were $761,295 compared to $418,258 in the three months ended June 30, 2020, representing an increase of $343,037 or 82%. A significant portion of computer and internet expense is related to scaling both the consumer facing website and the Company’s back end billing and collection systems. As the lease portfolio grows, the back-office systems will need to scale also but at a much lower rate. In this quarter, there were some additional costs related to the creation and optimization of new operational processes.
Legal and professional fees expenses in the three months ended June 30, 2021 were $896,292 compared to $326,342 in the three months ended June 30, 2020, representing an increase of $569,950 or 174.6%. During the second quarter of 2021, the Company onboarded two off-shore servicing and collections options to improve flexibility around seasonal call center traffic and improve operational metrics. In addition, the expense recorded for warrants granted as part of the consulting agreement with XLR8 Capital Partner increased in the three months period ended June 30,2021 as the weighted average valuation per warrant was $1.6 in the three months ended June 30, 2021 compared to $0.80 per warrant for the same period in 2020.
Merchant bank fees expenses in the three months ended June 30, 2021 were $844,571 compared to $470,252 in the three months ended June 30, 2020, representing an increase of $374,319 or 79.6%. Merchant bank fee expense represents the ACH and card processing fees related to billing consumers and therefore an increase in revenue is the main driver for the increase in merchant bank fees.
Customer verification expenses in the three months ended June 30, 2021 were $810,557 compared to $511,697 in the three months ended June 30, 2020, representing an increase of $298,860 or 58.4%. Customer verification expense is primarily the cost of data used for underwriting new lease applicants. The number of new lease applicants is directly correlated with changes in marketing expense. The underwriting and data science team continues to optimize the costs related to underwriting lease applications.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
The following table details operating results for the six months ended June 30, 2021 and 2020:
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| Gross lease revenues and fees | $ | 78,546,163 | $ | 62,162,183 | $ | 16,383,980 | 26.4 | |||||||||
| Provision for doubtful accounts | $ | (18,804,705 | ) | $ | (15,564,198 | ) | $ | (3,240,507 | ) | 20.8 | ||||||
| Net lease billing and fees | $ | 59,741,458 | $ | 46,597,985 | $ | 13,143,473 | 28.2 | |||||||||
| Lease merchandise sold | 3,730,765 | 2,774,892 | 955,873 | 34.4 | ||||||||||||
| Total revenues | 63,472,223 | 49,372,877 | 14,099,346 | 28.6 | ||||||||||||
| Cost of lease revenue and merchandise sold | (42,129,604 | ) | (34,017,075 | ) | (8,112,529 | ) | 23.8 | |||||||||
| Marketing | (3,746,835 | ) | (1,969,194 | ) | (1,777,641 | ) | 90.3 | |||||||||
| Salaries and benefits | (5,656,324 | ) | (4,825,385 | ) | (830,939 | ) | 17.2 | |||||||||
| Other operating expenses | (9,328,213 | ) | (6,508,853 | ) | (2,819,360 | ) | 43.3 | |||||||||
| Operating income | 2,611,247 | 2,052,370 | 558,877 | 27.2 | ||||||||||||
| Gain on extinguishment of debt | 1,931,825 | - | 1,931,825 | |||||||||||||
| Interest expense | (2,621,397 | ) | (2,262,747 | ) | (358,650 | ) | 15.9 | |||||||||
| Provision for incomes taxes | (978,244 | ) | - | (978,244 | ) | |||||||||||
| Net income/ (loss) | $ | 943,431 | $ | (210,377 | ) | $ | 1,153,808 | 548.4 | ||||||||
FlexShopper originated 77,830 gross leases less same day modifications and cancellations with an average origination value of $524 for the six months ended June 30, 2021 compared to 70,068 gross leases less same day modifications and cancellations with an average origination value of $464 for the comparable period last year. Total lease revenues for the six months ended June 30, 2021 were $59,741,458 compared to $46,597,985 for the six months ended June 30, 2020, representing an increase of $13,143,473, or 28.2%. Continued growth in repeat customers, coupled with the expansion of retail partners, is primarily responsible for the increase in lease originations. Increased lease originations grows the overall size of the current lease portfolio and raises lease revenue.
24
Cost of lease revenue and merchandise sold for the six months ended June 30, 2021 was $42,129,604 compared to $34,017,075 for the six months ended June 30, 2020, representing an increase of $8,112,529, or 23.8%. Cost of lease revenue and merchandise sold for the six months ended June 30, 2021 is comprised of depreciation expense and impairment of lease merchandise of $39,064,981 and the net book value of merchandise sold of $3,064,623. Cost of lease revenue and merchandise sold for the six months ended June 30, 2020 is comprised of depreciation expense and impairment of lease merchandise of $32,095,204 and the net book value of merchandise sold of $1,921,871. As the Company’s lease portfolio and revenues increase, the depreciation and related costs associated with the larger portfolio also increase. Asset level performance within the portfolio, as well as, the mix of early paid off leases, will alter the average depreciable term of the leases within the portfolio and result in increases or decreases in cost of lease revenue and merchandise sold relative to lease revenue.
Marketing expenses in the six months ended June 30, 2021 were $3,746,835 compared to $1,969,194 in the six months ended June 30, 2020, an increase of $1,777,641, or 90.3%. The Company marketing expenditures are primarily related to increasing new lease consumers to order to grow the lease portfolio. The primary source of new consumers is through digital marketing channels directing potential consumers to FlexShopper.com. The focus on digital marketing allows the Company to have enhanced reporting on the efficiency of marketing spending to ensure that it is acquiring customers at its targeted acquisition cost. A smaller portion of marketing expense is related to commissions related to retail partnerships as well as remarketing efforts to drive repeat consumer activity.
Salaries and benefits in the six months ended June 30, 2021 were $5,656,324 compared to $4,825,385 in the six months ended June 30, 2020, an increase of $830,939, or 17.2%. Generally, the salary and benefits expense should directionally move with the change in lease originations and the overall size of the lease portfolio albeit at a slower rate. In this quarter, there were also some management positions filled in operational roles to increase efficiencies in the call center and other operational departments.
Other operating expenses for the six months ended June 30,2021 and 2020 included the following:
| 2021 | 2020 | |||||||
| Amortization and depreciation | $ | 1,324,049 | $ | 1,062,139 | ||||
| Computer and internet expenses | 1,430,187 | 847,573 | ||||||
| Legal and professional fees | 1,398,330 | 1,030,079 | ||||||
| Merchant bank fees | 1,284,917 | 942,713 | ||||||
| Customer verification expenses | 1,668,382 | 918,512 | ||||||
| Stock compensation expense | 629,486 | 623,848 | ||||||
| Insurance expense | 257,404 | 218,978 | ||||||
| Office and telephone expense | 415,034 | 162,458 | ||||||
| Rent expense | 324,106 | 353,027 | ||||||
| Advertising and recruiting fees | 132,302 | 42,538 | ||||||
| Travel expenses | 103,355 | 56,874 | ||||||
| Other | 360,661 | 250,114 | ||||||
| Total | $ | 9,328,213 | $ | 6,508,853 | ||||
Computer and internet expenses in the six months ended June 30, 2021 were $1,430,187 compared to $847,573 in the six months ended June 30, 2020, representing an increase of $582,614 or 68.7%. A significant portion of computer and internet expense is related to scaling both the consumer facing website and the Company’s back end billing and collection systems. As the lease portfolio grows, the back-office systems will need to scale also but at a much lower rate. In this quarter, there were some additional costs related to the creation and optimization of new operational processes.
Legal and professional fees expenses in the six months ended June 30, 2021 were $1,398,330 compared to $1,030,079 in the six months ended June 30, 2020, representing an increase of $368,251 or 35.7%. During the second quarter of 2021, the Company onboarded two off-shore servicing and collections options to improve flexibility around seasonal call center traffic and improve operational metrics. Also, the expense recorded for warrants granted as part of the consulting agreement with XLR8 Capital Partner increased in the six months period ended June 30,2021 as the weighted average valuation per warrant was $1.69 in the six months ended June 30, 2021 compared to $0.58 per warrant for the same period in 2020.
Merchant bank fees expenses in the three months ended June 30, 2021 were $1,284,917 compared to $942,713 in the three months ended June 30, 2020, representing an increase of $342,204 or 36.3%. Merchant bank fee expense represents the ACH and card processing fees related to billing consumers and therefore an increase in revenue is the main driver for the increase in merchant bank fees.
Customer verification expenses in the six months ended June 30, 2021 were $1,668,382 compared to $918,512 in the six months ended June 30, 2020, representing an increase of $749,870 or 81.6%. Customer verification expense is primarily the cost of data used for underwriting new lease applicants. The number of new lease applicants is directly correlated with changes in marketing expense. The underwriting and data science team continues to optimize the costs related to underwriting lease applications.
25
Operations
We promote our FlexShopper products and services across all sales channels through strategic partnerships, direct response marketing, and affiliate and internet marketing, all of which are designed to increase our lease transactions. Our advertisements emphasize such features as instant spending limits and affordable weekly payments. We believe that as the FlexShopper name gains familiarity and national recognition through our advertising efforts, we will continue to educate our customers and potential customers about the lease-to-own payment alternative as well as solidify our reputation as a leading provider of high-quality branded merchandise and services.
For each of our sales channels, FlexShopper has a marketing strategy that includes the following:
| Online LTO Marketplace | Patent pending LTO Payment Method | In-store LTO technology platform | ||
| Search engine optimization; pay-per click | Direct to retailers/e-retailers | Direct to retailers/e-retailers | ||
| Online affiliate networks | Partnerships with payment aggregators | Consultants & strategic relationships | ||
| Direct response television campaigns | Consultants & strategic relationships | |||
| Direct mail |
The Company believes it has a competitive advantage over competitors in the LTO industry by providing all three channels as a bundled package to retailers and e-retailers. Management is anticipating a rapid development of the FlexShopper business as we are able to penetrate each of our sales channels. To support our anticipated growth, FlexShopper will need the availability of substantial capital resources. See the section captioned “Liquidity and Capital Resources” below.
Liquidity and Capital Resources
As of June 30, 2021, the Company had cash of $5,147,213 compared to $9,851,009 at the same date in 2020. As of December 31, 2020, the Company had cash of $8,541,232. The decrease in cash from December 31, 2020, was primarily due to the repayments on the Credit Agreement and lease merchandise acquired.
As of June 30, 2021, the Company had accounts receivable of $45,051,239 offset by an allowance for doubtful accounts of $31,900,573, resulting in net accounts receivable of $13,150,666. Accounts receivable are principally comprised of past due lease payments owed to the Company. An allowance for doubtful accounts is estimated based upon historical collection and delinquency percentages.
Credit Agreement
On March 6, 2015, FlexShopper, through a wholly-owned subsidiary (the “Borrower”), entered into a credit agreement (as amended from time to time and including the Fee Letter (as defined therein), the “Credit Agreement”) with Wells Fargo Bank, National Association as paying agent, various lenders from time to time party thereto and WE 2014-1, LLC, an affiliate of Waterfall Asset Management, LLC, as administrative agent and lender (the “Lender”). The Borrower is permitted to borrow funds under the Credit Agreement based on FlexShopper’s recently collected payments and the Amortized Order Value of its Eligible Leases (as such terms are defined in the Credit Agreement) less certain deductions described in the Credit Agreement. Under the terms of the Credit Agreement, subject to the satisfaction of certain conditions, the Borrower may currently borrow up to $47,500,000 from the Lender until the Commitment Termination Date and must repay all borrowed amounts one year thereafter, on the date that is 12 months following the Commitment Termination Date (unless such amounts become due or payable on an earlier date pursuant to the terms of the Credit Agreement). On January 29, 2021, pursuant to an amendment to the Credit Agreement, the Commitment Termination Date was extended to April 1, 2024, the Lender was granted a security interest in certain leases as collateral under the Credit Agreement and the interest rate charged on amounts borrowed was set at LIBOR plus 11% per annum. On February 26, 2021 an amendment to the Credit Agreement was signed to extend the deadline to receive approval from a third party to enter into a Backup Servicer Agreement.
26
The Credit Agreement provides that FlexShopper may not incur additional indebtedness (other than expressly permitted indebtedness) without the permission of the Lender and also prohibits dividends on common stock. Additionally, the Credit Agreement includes covenants requiring FlexShopper to maintain a minimum amount of Equity Book Value, maintain a minimum amount of cash and liquidity and maintain a certain ratio of Consolidated Total Debt to Equity Book Value (each capitalized term, as defined in the Credit Agreement). Upon a Permitted Change of Control (as defined in the Credit Agreement), FlexShopper may refinance the debt under the Credit Agreement, subject to the payment of an early termination fee.
In addition, the Lender and its affiliates have a right of first refusal on certain FlexShopper transactions involving leases or other financial products. The Credit Agreement includes customary events of default, including, among others, failures to make payment of principal and interest, breaches or defaults under the terms of the Credit Agreement and related agreements entered into with the Lender, breaches of representations, warranties or certifications made by or on behalf of the Borrower in the Credit Agreement and related documents (including certain financial and expense covenants), deficiencies in the borrowing base, certain judgments against the Borrower and bankruptcy events.
As of June 30, 2021, the Company had $988,192 available under the Credit Agreement.
Financing Activity
On January 25, 2019, FlexShopper, LLC (the “Borrower”) entered into a subordinated debt financing letter agreement with 122 Partners, LLC, as lender, pursuant to which FlexShopper, LLC issued a subordinated promissory note to 122 Partners, LLC (the “January Note”) in the principal amount of $1,000,000. H. Russell Heiser, Jr., FlexShopper’s Chief Financial Officer, is a member of 122 Partners, LLC. Payment of the principal amount and accrued interest under the January Note was due and payable by the borrower on April 30, 2020 and the borrower can prepay principal and interest at any time without penalty. Amounts outstanding under the January Note bear interest at a rate equal to 5.00% per annum in excess of the non-default rate of interest from time to time in effect under the Credit Agreement. Obligations under the January Note are subordinated to obligations under the Credit Agreement. The January Note is subject to customary representations and warranties and events of default. If an event of default occurs and is continuing, the Borrower may be required to repay all amounts outstanding under the January Note. Obligations under the January Note are secured by substantially all of the Borrower’s assets, subject to the senior rights of the lenders under the Credit Agreement. On April 30, 2020, pursuant to an amendment to the subordinated debt financing letter agreement, the Borrower and 122 Partners, LLC agreed to extend the maturity date of the January Note to April 30, 2021. On March 22, 2021, FlexShopper, LLC executed an amendment to the 122 Partners Note such that the maturity date of the January Note was extended to April 1, 2022. No other changes were made to such Note. As of June 30, 2021, $1,011,879 of principal and accrued and unpaid interest was outstanding on the January Note.
On February 19, 2019, the Borrower entered into a letter agreement with NRNS Capital Holdings LLC (“NRNS”), the manager of which is the Chairman of the Company’s Board of Directors, pursuant to which the Borrower issued a subordinated promissory note to NRNS (the “February Note”) in the principal amount of $2,000,000. Payment of principal and accrued interest under the February Note is due and payable by the Borrower on June 30, 2021 and FlexShopper, LLC can prepay principal and interest at any time without penalty. Amounts outstanding under the February Note bear interest at a rate equal to 5.00% per annum in excess of the non-default rate of interest from time to time in effect under the Credit Agreement. Obligations under the February Note are subordinated to obligations under the Credit Agreement. The February Note is subject to customary representations and warranties and events of default. If an event of default occurs and is continuing, the Borrower may be required to repay all amounts outstanding under the February Note. Obligations under the February Note are secured by substantially all of the Borrower’s assets, subject to rights of the lenders under the Credit Agreement. On March 22, 2021, FlexShopper, LLC executed an amendment to the NRNS and February Note such that the maturity date was extended to April 1, 2022. No other changes were made to such Note. As of June 30, 2021, $2,023,769 of principal and accrued and unpaid interest was outstanding on the February Note.
27
The Company is pursuing a refinancing of both related party subordinated notes with a non-related party note with a term that is similar to the Credit Agreement.
The Company applied for and received a loan (the “Loan”) on May 4, 2020, from Customers Bank (the “PPP Lender”) in the principal amount of $1,914,100, pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020, and administered through the U.S. Small Business Administration (the “SBA”).
The Loan was evidenced by a promissory note (the “Note”), dated April 30, 2020, issued by the Borrower to the PPP Lender. The Note matured on April 30, 2022, and bore interest at the rate of 1.00% per annum, payable monthly commencing the later of on November 30, 2020 or the SBA review of the forgiveness application. The Note might be prepaid by the Borrower at any time prior to maturity with no prepayment penalty. Proceeds from the Loan were available to the Borrower to fund designated expenses, including certain payroll costs, group health care benefits and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire sum of the principal amount and accrued interest might be forgiven to the extent the Loan proceeds were used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP.
On June 21, 2021 we were notified that effective
April 7, 2021, the U.S. Small Business Administration confirmed the waiver of FlexShopper’s repayment of a $
As a result of the PPP promissory note forgiveness,
the Company recognized a gain from the extinguishment of the loan, including accrued interest, of $
Cash Flow Summary
Cash Flows from Operating Activities
Net cash used in operating activities was $34,366 for the six months ended June 30, 2021 primarily due to the purchases of leased merchandise and the change in accounts receivable and accounts payable partially offset by the add back of depreciation and impairment on leased merchandise and provision for doubtful accounts.
Net cash provided by operating activities was $5,794,941 for the six months ended June 30, 2020 primarily due to the add back of depreciation and impairment on leased merchandise and provision for doubtful accounts partially offset by the purchases of leased merchandise and the change in accounts receivable and accounts payable.
Cash Flows from Investing Activities
For the six months ended June 30, 2021, net cash used in investing activities was $1,367,154 comprised of $251,439 for the purchase of property and equipment and $1,115,715 for capitalized software costs.
For the six months ended June 30, 2020, net cash used in investing activities was $1,399,360 comprised of $201,000 for the purchase of property and equipment and $1,198,360 for capitalized software costs.
Cash Flows from Financing Activities
Net cash used in financing activities was $1,992,499 for the six months ended June 30, 2021 due to loan repayments on the Credit Agreement of $4,975,000 partially offset by $3,500,000 of funds drawn on the Credit Agreement.
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Net cash used in financing activities was $1,413,044 for the six months ended June 30, 2020 due to loan repayments on the Credit Agreement of $5,864,250 partially offset by $2,412,000 of funds drawn on the Credit Agreement and by $1,914,100 of proceeds received under the Paycheck Protection Program.
Capital Resources
To date, funds derived from the sale of FlexShopper’s common stock, warrants, Series 1 Convertible Preferred Stock and Series 2 Convertible Preferred Stock and the Company’s ability to borrow funds against the lease portfolio have provided the liquidity and capital resources necessary to fund its operations.
Management believes that liquidity needs for future growth through at least the next 12 months can be met by cash flow from operations generated by the existing portfolio and/or additional borrowings against the Credit Agreement (see Note 7).
Financial Impact of COVID-19 Pandemic
The COVID-19 Pandemic and the related stimulus programs had an impact on the Company. The immediate impact early in the second quarter of 2020 was a transition to a significant percentage of the Company’s employees working remotely. Fortunately, our South Florida location requires a thorough Hurricane Impact plan enabling all our employees to work remotely, if necessary. All employees, via specially configured laptops, are able to access the same data and have the same functionality as if they were in the office. Throughout the pandemic, FlexShopper rotated select groups of employees into the office in order to adjust to the other business impacts on the business. As of the end of June 2021, approximately 30% of our employees are working remotely.
The other impacts of the business can be broken into three categories. The first is the decrease is the availability of our lease financing product. Pre-COVID-19, approximately 40% of new customers were obtained through brick and mortar or B2B retailers. The pandemic-related closing and limited operations of retailers, as well as shelter in place orders, limited our new customers from this channel substantially over the second quarter and third quarter of 2020. Through the first half of the second quarter of 2021 there was diminished demand from our B2B retailers resulting from pandemic related issues. Moreover, since the crisis began, a number of our brick and mortar rollouts and pilots have been delayed or put on hold as our retailer partners attempt to return to a more stable operational environment.
The second impact was a Company reaction in the second quarter of 2020 to the uniqueness of the pandemic. Not knowing what the potential impact to consumer payment patterns would be, the Company significantly tightened approval rates. It was not until the end of the third quarter of 2020, that approval rates returned to the pre-pandemic levels. This decreased approval rate, both online and in third party stores, coupled with the retailer closures mentioned above, significantly reduced new lease originations.
The third impact was on consumer behavior and payment patterns. The combination of stimulus measures was especially impactful to our typical customer. As a result of enhanced income, the demand for our products was reduced, the likelihood of consumers choosing early payoff options increased substantially and, on a positive note, the asset level performance of our full-term customer, relative to their expected performance, increased substantially.
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As of the end of July 2021, we still are experiencing the impact of the continued stimulus in our consumers’ behavior. Payment patterns are still skewing to a greater number of early payoffs versus pre-pandemic levels and reduced demand is evident in our digital marketing channels through the conversion rate of new applicants. However, the enhanced payment performance, versus our expected performance, is beginning to wane which would seem to be a potential initial indicator of a return to the Pre-COVID-19 environment.
Finally, throughout the pandemic, the Company has continued to grow the lease portfolio despite the items mentioned previously. At no point, have there been liquidity concerns or covenant complications. In fact, our credit facility was upsized, our product breadth increased and our covenants reduced in the first half of 2021.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level at June 30, 2021.
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business, financial condition or results of operations. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.
ITEM 1A. RISK FACTORS.
In addition to the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
As of June 30, 2021, the Company had issued warrants exercisable for 1,120,000 shares of its common stock to XLR8 Capital Partners LLC (“XLR8”) pursuant to that certain Consulting Agreement, dated February 19, 2019, by and between the Company and XLR8. Of these warrants, warrants for 120,000 shares of common stock were issued during the quarter ended June 30, 2021. The 1,120,000 warrants are exercisable immediately at a weighted average exercise price of $2.13 per share and an exercise price range from $1.25 to $3.89 and will remain exercisable until June 30, 2023. In connection with the issuance of the warrants, the Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
The following table details the warrants granted for the three months ended June 30, 2021:
| Warrants | ||||
| Grant Date | Granted | |||
| April 30, 2021 | 40,000 | |||
| May 31, 2021 | 40,000 | |||
| June 30, 2021 | 40,000 | |||
| 120,000 | ||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS:
| * | Filed herewith. |
| + | Indicates a management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements 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.
| FLEXSHOPPER, INC. | ||
| Date: August 9, 2021 | By: | /s/ Richard House Jr. |
| Richard House Jr. | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: August 9, 2021 | By: | /s/ H. Russell Heiser |
| H. Russell Heiser | ||
| Chief Financial Officer (Principal Financial Officer) | ||
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Rich House, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of FlexShopper, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 9, 2021 | By: | /s/ Richard House Jr. |
| Richard House Jr. | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Russ Heiser, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of FlexShopper, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 9, 2021 | By: | /s/ H. Russell Heiser |
| H. Russell Heiser | ||
| Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of FlexShopper, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard House, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 9, 2021 | By: | /s/ Richard House Jr. |
| Richard House Jr. | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of FlexShopper, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Russ Heiser, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 9, 2021 | By: | /s/ H. Russell Heiser |
| H. Russell Heiser | ||
| Chief Financial Officer (Principal Financial Officer) |