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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 9, 2021

 

FlexShopper, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-37945   20-5456087
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

901 Yamato Road, Suite 260    
Boca Raton, Florida   33431
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 353-9289

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   FPAY   The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

CURRENT REPORT ON FORM 8-K

 

FlexShopper, Inc. (the “Company”)

 

August 9, 2021

 

Item 2.02. Results of Operations and Financial Condition.

 

FlexShopper, Inc. (Nasdaq:FPAY) (“FlexShopper”), a leading national online lease-to-own (“LTO”) retailer and LTO payment solution provider, today announced its financial results for the quarter ended June 30, 2021, highlighted by growth in net revenue and lease merchandise. A copy of the press release is furnished with this report as Exhibit 99.1. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Exhibits. The exhibit listed in the following Exhibit Index is filed as part of this current report.

 

Exhibit No.   Description
99.1   Press Release issued by FlexShopper, Inc. on August 9, 2021.

 

1

 

 

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 hereunto duly authorized.

 

  FLEXSHOPPER, INC.
   
Date: August 9, 2021 By: /s/ Richard House, Jr.
    Richard House, Jr.
    Chief Executive Officer

  

 

2

 

Exhibit 99.1

 

 

 

FlexShopper, Inc. Reports Second Quarter 2021 Financial Results

 

Q2 2021 Net Revenues Up 25.1% to $30.7 million; Diluted EPS of $0.01

 

Lease Merchandise, net, Up 44.3% at June 30, 2021 Compared With Prior Year

 

BOCA RATON, Fla., August 9, 2021 (GLOBE NEWSWIRE) -- FlexShopper, Inc. (Nasdaq:FPAY) (“FlexShopper”), a leading national online lease-to-own (“LTO”) retailer and LTO payment solution provider, today announced its financial results for the quarter ended June 30, 2021, highlighted by continued growth in lease activity from repeat customers, along with new customer additions.

 

Results for Quarter Ended June 30, 2021 vs. Quarter Ended June 30, 2020:

 

Total net revenues and fees increased 25.1% to $30.7 million from $24.5 million
   
Originated 38,531 gross leases, up 13.5% from 33,941; average origination value increased to $516 from $452
   
Gross profit increased 51% to $11.1 million from $7.3 million
   
Net income of $0.9 million compared with net loss of $(262) thousand
   
Net income attributable to common stockholders of $0.3 million, or $0.01 per diluted share, compared to net loss attributable to common stockholders of $872 thousand, or $(0.04) per diluted share
   
Adjusted EBITDA1 increased to $2.1 million compared to $2.0 million
   
Lease merchandise, net, increase 44.3% to $37.6 from $26.1 million

 

Results for Six Months Ended June 30, 2021 vs. Six Months Ended June 30, 2020:

 

Total net revenues and fees increased 28.6% to $63.5 million from $49.4 million
   
Originated 77,830 gross leases, up 11.1% from 70,068; average origination value increased to $524 from $464
   
Gross profit increased 39% to $21.3 million from $15.4 million
   
Net income of $0.9 million compared with net loss of $(210) thousand
   
Net loss attributable to common stockholders of $(276.1) thousand, or $(0.01) per diluted share, compared to net loss attributable to common stockholders of $(2.1) million, or $(0.10) per diluted share
   
Adjusted EBITDA1 increased to $4.6 million compared to $4.1 million

 

 

 ¹Adjusted EBITDA is a non-GAAP financial measure. Refer to the definition and reconciliation of this measure under “Non-GAAP Measures”.

 

 

1

 

Second Quarter 2021 Highlights and Recent Developments

 

  Pilot program with a national retailer set to expand further. FlexShopper has firm plans to continue its rollout with a national retail partner following its expansion to over 300 storefronts in March.  The next stage of expansion will more than double the number of storefronts offering FlexShopper’s rent to own option at checkout.  The expansion is expected to occur during the third quarter, with the retail partner adjusting final timing due to recent surges in COVID-19 infection rates.

 

  Additional pilot program to launch with another diversified national retailer.  During the second quarter, FlexShopper agreed to a 4-state pilot with a second national-footprint, multi-product retailer.  The pilot is expected to launch in August 2021 and run through year-end.

 

  Co-branded website initiative progressing well.  The Company previously discussed its efforts to collaborate with partners by developing co-branded online retail storefronts.  FlexShopper is pleased to report that the company is acquiring customers through this channel at customer acquisition costs (“CAC”) that generate an attractive return on capital.

 

  Driving repeat customer activity remains a focus. During the second quarter, the Company originated approximately 49% of gross origination dollars from existing customers

 

  Pre-marketing EBITDA continues to demonstrate growth.  Excluding marketing expense, which is the Company’s most significant variable expense category, pre-marketing EBITDA for Q2 was $4.0 million, up from $2.9 million in the prior year quarter.

 

  Net lease merchandise up compared with prior year.  Representing the value of actual goods on which customers are due to make lease payments, Net Lease Merchandise grew 44.3% to $37.6 million at June 30, 2021, compared with $26.1 million a year ago.  The current Net Lease Merchandise level also compares favorably versus a pre-pandemic level on June 30, 2019, of $24.4 million.

 

Rich House, CEO, stated, “We are pleased with our Q2 results and the progress on our strategic initiatives despite what continues to be a challenging economic environment for our retail partners due to the recent uptick in COVID-19 infection rates. Overall, our originations continue to grow, with our Net Lease Merchandise balance up over 44% from a year ago. While comparisons to 2020 are obviously impacted by the pandemic and significant government stimulus last year and into early 2021, the Net Lease Merchandise balance is also up significantly from pre-pandemic levels.”

 

Mr. House continued, “Our retail channel strategy continues to advance. The pilot program with a national retailer that we have reported on during our recent calls is set to more than double the number or storefronts in the near-term while we have also launched a new pilot with another diversified national retailer. In addition, our recent push to collaborate with retail partners in developing co-branded websites is generating new lease customers at attractive customer acquisition costs.”

 

Additionally, Adjusted EBITDA is a non-GAAP financial measure. Refer to the definition of this measure under “Non-GAAP Measures.”

 

Conference Call Details

Date: Tuesday, August 10, 2021

Time: 9:00 a.m. Eastern Time

 

Participant Dial-In Numbers:

Domestic callers: (877) 407-3944

International callers: (412) 902-0038

 

Access by Webcast

The call will also be simultaneously webcast over the Internet via the “Investor” section of the Company’s website at www.flexshopper.com or by clicking on the conference call link:

https://78449.themediaframe.com/dataconf/productusers/fpay/mediaframe/46043/indexl.html. An audio replay of the call will be archived on the Company’s website.

 

2

 

 

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   $ 28,636,794     $ 22,900,280     $ 59,741,458     $ 46,597,985  
Lease merchandise sold     2,051,759       1,629,850       3,730,765       2,774,892  
Total revenues     30,688,553       24,530,130       63,472,223       49,372,877  
                                 
Costs and expenses:                                
Cost of lease revenues, consisting of depreciation and impairment of lease merchandise     17,864,471       15,898,255       39,064,981       32,095,204  
Cost of lease merchandise sold     1,738,180       1,291,090       3,064,623       1,921,871  
Marketing     1,914,095       938,049       3,746,835       1,969,194  
Salaries and benefits     2,747,005       2,276,516       5,656,324       4,825,385  
Operating expenses     5,213,789       3,337,162       9,328,213       6,508,853  
Total costs and expenses     29,477,540       23,741,072       60,860,976       47,320,507  
                                 
Operating income     1,211,013       789,058       2,611,247       2,052,370  
                                 
Gain on extinguishment of debt     1,931,825       -       1,931,825       -  
Interest expense including amortization of debt issuance costs     (1,222,400 )     (1,051,120 )     (2,621,397 )     (2,262,747 )
Income before income taxes     1,920,438       (262,062 )     1,921,675       (210,377 )
Provision for income taxes     (978,244 )     -       (978,244 )     -  
Net income/(loss)     942,194       (262,062 )     943,431       (210,377 )
                                 
Deemed dividend from exchange offer of warrants     -       -       -       (713,212 )
Dividends on Series 2 Convertible Preferred Shares     (609,773 )     (609,728 )     (1,219,545 )     (1,219,445 )
Net income/(loss) attributable to common and Series 1 Convertible Preferred shareholders   $ 332,421       (871,790 )     (276,114 )     (2,143,034 )
                                 
Basic and diluted income/(loss) per common share:                                
Basic   $ 0.02       (0.04 )     (0.01 )     (0.10 )
Diluted     0.01     $ (0.04 )     (0.01 )     (0.10 )
                                 
WEIGHTED AVERAGE COMMON SHARES:                                
Basic     21,605,461       21,351,914       21,375,096       20,627,674  
Diluted     23,603,477       21,351,914       21,375,096       20,627,674  

 

 

3

 

 

FLEXSHOPPER, INC.

CONSOLIDATED BALANCE SHEETS

 

    June 30,     December 31,  
    2021     2020  
    (unaudited)        
ASSETS            
CURRENT ASSETS:            
Cash   $ 5,147,213     $ 8,541,232  
Accounts receivable, net     13,150,666       10,032,714  
Prepaid expenses     1,043,917       869,081  
Lease merchandise, net     37,633,318       42,822,340  
Total current assets     56,975,114       62,265,367  
                 
PROPERTY AND EQUIPMENT, net     5,875,217       5,911,696  
                 
OTHER ASSETS, net     66,498       72,316  
Total assets   $ 62,916,829     $ 68,249,379  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Accounts payable   $ 3,802,071     $ 7,907,619  
Accrued payroll and related taxes     790,106       352,102  
Promissory notes to related parties, net of $3,820 at 2021 and net of $8,276 at 2020 of unamortized issuance costs, including accrued interest     4,802,626       4,815,546  
Current portion of promissory note – Paycheck Protection Program, including accrued interest     -       1,184,952  
Accrued expenses     2,500,944       2,646,800  
Lease liability - current portion     156,144       160,726  
Total current liabilities     12,051,891       17,067,745  
                 
Loan payable under credit agreement to beneficial shareholder, net of  $458,058  at 2021 and $61,617 at 2020 of unamortized issuance costs and current portion     35,266,942       37,134,009  
Promissory note – Paycheck Protection Program, net of current portion     -       741,787  
Accrued payroll and related taxes net of current portion     204,437       204,437  
Deferred income tax liability     378,859       -  
Lease liabilities net of current portion     1,865,762       1,947,355  
Total liabilities     49,767,891       57,095,333  
                 
STOCKHOLDERS’ EQUITY                
Series 1 Convertible Preferred Stock, $0.001 par value - authorized 250,000 shares, issued and outstanding 170,332 shares at $5.00 stated value     851,660       851,660  
Series 2 Convertible Preferred Stock, $0.001 par value - authorized 25,000 shares, issued and outstanding 21,952 shares at $1,000 stated value     21,952,000       21,952,000  
Common stock, $0.0001 par value- authorized 40,000,000 shares, issued and outstanding 21,381,278 shares at 2021 and 21,359,945 shares at 2020     2,138       2,136  
Additional paid in capital     37,894,784       36,843,326  
Accumulated deficit     (47,551,645 )     (48,495,076 )
Total stockholders’ equity     13,148,937       11,154,046  
    $ 62,916,829     $ 68,249,379  

 

 

4

 

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)   $ 943,431     $ (210,377 )
Adjustments to reconcile net income/(loss) to net used in/cash provided by operating activities:                
Depreciation and impairment of lease merchandise     39,064,981       32,095,204  
Other depreciation and amortization     1,324,049       1,062,139  
Amortization of debt issuance costs     134,580       184,233  
Compensation expense related to issuance of stock options and warrants     1,034,334       763,328  
Provision for doubtful accounts     18,804,705       15,564,198  
Interest in kind added to promissory notes balance     9,461       2,989  
Deferred income tax     378,859       -  
Gain on debt extinguishment     (1,931,825 )     -  
Changes in operating assets and liabilities:                
Accounts receivable     (21,922,656 )     (15,261,863 )
Prepaid expenses and other     (174,222 )     81,916  
Lease merchandise     (33,875,960 )     (27,113,342 )
Security deposits     4,280       2,943  
Lease Liabilities     (2,598 )     197,443  
Accounts payable     (4,105,547 )     (1,488,607 )
Accrued payroll and related taxes     438,010       84,922  
Accrued expenses     (158,248 )     (170,185 )
Net cash used in/provided by operating activities     (34,366 )     5,794,941  
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of property and equipment, including capitalized software costs     (1,367,154 )     (1,399,360 )
Net cash used in investing activities     (1,367,154 )     (1,399,360 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from loan payable under credit agreement     3,500,000       2,412,000  
Repayment of loan payable under credit agreement     (4,975,000 )     (5,864,250 )
Debt issuance related costs     (526,565 )     -  
Proceeds from exercise of warrants     -       131,250  
Proceeds from exercise of stock options     17,126       2,634  
Proceeds from promissory notes, net of fees     -       1,914,100  
Principal payment under finance lease obligation     (2,457 )     (3,175 )
Repayment of instalment loan     (5,603 )     (5,603 )
Net cash used in financing activities     (1,992,499 )     (1,413,044 )
                 
INCREASE/(DECREASE) IN CASH     (3,394,019 )     2,982,537  
                 
CASH, beginning of period   $ 8,541,232     $ 6,868,472  
                 
CASH, end of period   $ 5,147,213     $ 9,851,009  
                 
Supplemental cash flow information:                
Interest paid   $ 2,506,589     $ 2,120,502  
Deemed dividend from exchange offer of warrants   $ -     $ 713,212  
Conversion of preferred stock to common stock   $ -     $ 4,295  

 

5

 

 

Non-GAAP Measures

 

We regularly review a number of 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.

 

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.

 

Key performance metrics for the three and six months ended June 30, 2021 and 2020 were as follows:

 

    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  

 

    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  

  

The Company refers to Adjusted EBITDA in the above table as the Company uses this measure to evaluate operating performance and to make strategic decisions about the Company. Management believes that Adjusted EBITDA provides relevant and useful information which is widely used by analysts, investors and competitors in its industry in assessing performance.

  

About FlexShopper

 

FlexShopper, LLC, a wholly owned subsidiary of FlexShopper, Inc. (FPAY), is a financial and technology company that provides brand name electronics, home furnishings and other durable goods to consumers on a lease-to-own (LTO) basis through its e-commerce marketplace (www.FlexShopper.com) as well as its patented and patent pending systems. FlexShopper also provides LTO technology platforms to retailers and e-retailers to facilitate transactions with consumers that want to acquire their products, but do not have sufficient cash or credit. FlexShopper approves consumers utilizing its proprietary consumer screening model, collects from consumers under an LTO contract and funds the LTO transactions by paying merchants for the goods.

 

6

 

 

Forward-Looking Statements

 

All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include the Company’s financial guidance for fiscal year 2019. 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,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate,” or other comparable terms. Examples of forward-looking statements include, among others, statements we make regarding expectations of lease originations during the holiday season, 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 involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, 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; and the other risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. The forward-looking statements made in this release speak only as of the date of this release, and FlexShopper assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

 

Contact:

 

Jeremy Hellman

Vice President

The Equity Group

212-836-9626

jhellman@equityny.com

 

FlexShopper, Inc.

Investor Relations

ir@flexshopper.com

FlexShopper, Inc.

 

 

 

 

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