UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 


 

FORM 8-K/A

(Amendment No. 1)

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  July 13, 2021

 

GREENBOX POS

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-34294

 

22-3962936

(State or other

jurisdiction of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

(Address of principal executive offices) (zip code)

 

(619) 631-8261

(Registrant’s telephone number, including area code)

 

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

 

Written communication 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)).

 

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, $0.001 par value

GBOX

The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

 

 

 

Explanatory Note

 

On July 19, 2021, GreenBox POS (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) to report the entrance into and closing of a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Charge Savvy LLC, an Illinois limited liability company (“Charge Savvy”), and Charge Savvy’s three members (collectively, the “Sellers”). As a result of the Purchase Agreement, the Company purchased all of Charge Savvy’s issued and outstanding membership interests from the Sellers and Charge Savvy became a wholly owned subsidiary of the Company. Although the Purchase Agreement is dated July 9th, it was entered into and closed on July 13th.

 

This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Charge Savvy, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description of the Purchase Agreements and transactions contemplated thereby.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Charge Savvy, LLC

 

The audited financial statements of Charge Savvy as of and for the years ended December 31, 2020 and 2019, together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report.

 

The unaudited condensed financial statements of Charge Savvy as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma combined financial statements of Company as of March 31, 2021 and for the year ended December 31, 2020, and the three months ended March 31, 2021, together with the related notes to the unaudited pro forma condensed combined financial information, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.

 

The pro forma financial information included in this Amendment No.1 has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the acquisition.

 

(d)    Exhibits

 

23.1

Consent of BF Borgers CPA PC

99.1

Audited Annual Financial Statements of Charge Savvy LLC, Years Ended December 31, 2020 and 2019

99.2

Unaudited Combined Financial Statements of the Charge Savvy LLC, Three Months Ended March 31, 2021 and 2020

99.3

Unaudited Pro Forma Condensed Consolidated Financial Information

104

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURE

 

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.

 

 

GREENBOX POS

     

Date: September 28, 2021

By:

/s/ Benjamin Chung

 
   

Benjamin Chung

   

Chief Financial Officer (Principal Financial Officer)

 

 

 
On July 19, 2021, GreenBox POS (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) to report the entrance into and closing of a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Charge Savvy LLC, an Illinois limited liability company (“Charge Savvy”), and Charge Savvy’s three members (collectively, the “Sellers”). As a result of the Purchase Agreement, the Company purchased all of Charge Savvy’s issued and outstanding membership interests from the Sellers and Charge Savvy became a wholly owned subsidiary of the Company. Although the Purchase Agreement is dated July 9th, it was entered into and closed on July 13th. This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Charge Savvy, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description of the Purchase Agreements and transactions contemplated thereby. true 0001419275 0001419275 2021-07-13 2021-07-13

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 [File No. 333-257878] and Registration Statements on Form S-3 [File Nos. 333-257798] of our report dated September 28, 2021, relating to the consolidated financial statements of GreenBox POS.

 

 

EX_286797IMG001.GIF

 

 

Lakewood, CO

September 28, 2021

 

 

EXHIBIT 99.1

 

 

 

Charge Savvy, LLC and Subsidiary

 

 

 

 

 

 

 

 


Consolidated Financial Statements

As of and for the years ended December 31, 2020 and December 31, 2019

with Independent Auditors Report

 

 

 

 

 

 

 

 

Table of Contents

 

 

Page

   

Independent Auditors Report  

1

   
   

Consolidated Financial Statements

 
   

Consolidated Balance Sheets

2

   

Consolidated Statements of Operations  

3

   

Consolidated Statements of Members’ Equity

4

   

Consolidated Statements of Cash Flows

5

   
   

Notes to Consolidated Financial Statements

6

 

 

 

 

Independent Auditors Report

 

 

To the Members of

Charge Savvy, LLC

 

 

Report on the Consolidated Financial Statements

 

We have audited the accompanying consolidated financial statements of Charge Savvy, LLC and Subsidiary (the "Company"), which comprise the consolidated balance sheets as of December 31, 2020 and December 31, 2019, and the related consolidated statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

 

Managements Responsibility for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and December 31, 2019, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

 

We have served as the Company’s auditor since 2021.

 

EX_286797IMG001.GIF

 

Lakewood, CO

September 28, 2021

 

1

 

Charge Savvy, LLC and Subsidiary

Consolidated Balance Sheets


 

December 31,

 

2020 

   

2019

 
                 

ASSETS

               
                 

Current Assets:

               

Cash

  $ 50,256     $ 81,462  

Accounts receivables, net of allowance for bad debt of $5,084,868 and $0
     at December 31, 2020 and 2019, respectively

    9,298,202       350,234  

Inventories, net

    131,412       192,482  

Prepaid expenses and other current assets

    63,572       23,861  

Loan receivable from shareholder

    1,110,000       -  

Due from related party - Charge Savvy Real Estate LLC

    763,393       548,686  

Total current assets

    11,416,835       1,196,725  
                 

Non-Current Assets:

               

Property and equipment, net

    153,006       170,566  

Deposit - Gateway reserve, net of allowance for reserve of $450,000 and $0
    at December 31, 2020 and 2019, respectively

    750,977       326  

Total non-current assets

    903,983       170,892  
                 

Total assets

  $ 12,320,818     $ 1,367,617  
                 

LIABILITIES AND MEMBERS EQUITY

               
                 

Current Liabilities:

               

Accounts payable

  $ 1,688,253     $ 538,767  

Accrued expenses

    2,512,574       263,229  

Merchant payable reserve

    1,200,000       -  

Loan payables to others

    -       262,504  

Loan payables to members

    -       1,418,652  

Current portion of loan payable, payroll protection program (PPP)

    106,665       -  

Current portion of loan payable, emergency injury disaster loan (EIDL)

    3,448       -  
                 

Total current liabilities

    5,510,940       2,483,152  

Loan payable, payroll protection program (PPP), less current portion

    21,333       -  

Loan payable, emergency injury disaster loan (EIDL), less current portion

    146,552       -  
                 

Total liabilities

    5,678,825       2,483,152  
                 

Commitments and contingencies

               

Members' equity (deficit)

    6,641,993       (1,115,535 )
                 

Total liabilities and members' equity

  $ 12,320,818     $ 1,367,617  

 

See accompanying notes to consolidated financial statements.

 

2

 

Charge Savvy, LLC and Subsidiary

Consolidated Statements of Operations


 

Years Ended December 31,

 

2020

   

2019

 
                 

Net revenue

  $ 43,485,295     $ 3,697,234  
                 

Cost of revenue

    27,403,121       1,452,581  
                 

Gross profit

    16,082,174       2,244,653  
                 

Operating expenses

    7,573,553       2,392,392  
                 

Income (loss) from operations

    8,508,621       (147,739 )
                 

Other income (expense):

               

Interest expense

    (162,259 )     (233,231 )

Economy injury disaster loan (EIDL) grant income

    10,000       -  

Interest income

    25,666       44  

Total other income (expense), net

    (126,593 )     (233,187 )
                 

Net income (loss)

  $ 8,382,028     $ (380,926 )

 

See accompanying notes to consolidated financial statements.

 

3

 

Charge Savvy, LLC and Subsidiary

Consolidated Statements of Members Equity


 

   

Total Members'

 
   

(Deficit) Equity

 
         

Balance at December 31, 2018

    (734,609 )
         

Net loss

    (380,926 )
         

Balance at December 31, 2019

    (1,115,535 )
         

Distribution

    (624,500 )
         

Net income

    8,382,028  
         

Balance at December 31, 2020

  $ 6,641,993  

 

See accompanying notes to consolidated financial statements.

 

4

 

Charge Savvy, LLC and Subsidiary

Consolidated Statements of Cash Flows


 

Years Ended December 31,

 

2020

   

2019

 
                 

Cash flows from operating activities:

               

Net income (loss)

  $ 8,382,028     $ (380,926 )
                 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                

Depreciation - property and equipment

    21,332       19,961  

Changes in assets and liabilities:

               

Accounts receivables

    (8,947,968 )     (198,765 )

Inventories

    61,070       (124,900 )

Prepaid and other current assets

    (39,711 )     (14,373 )

Deposits - Gateway reserve

    (750,651 )     (326 )

Accounts payable

    1,149,486       442,384  

Accrued expenses

    2,249,345       200,793  

Merchant payable reserve

    1,200,000       -  

Net cash provided by (used in) operating activities

    3,324,931       (56,152 )
                 

Cash flows from investing activities:

               

Due from related party

    (214,707 )     44,658  

Purchases of property and equipment

    (3,772 )     (32,920 )

Net cash used in investing activities

    (218,479 )     11,738  
                 

Cash flows from financing activities:

               

Proceeds from loans from others

    -       64,770  

Repayments of loans from others

    (370,491 )     -  

Proceeds from loans from members

    -       60,665  

Repayments of loans from members

    (1,310,665 )     -  

Loan provided to shareholder

    (1,110,000 )     -  

Proceeds from loans - PPP and EIDL

    277,998       -  

Member distribution

    (624,500 )     -  

Net cash used in financing activities

    (3,137,658 )     125,435  
                 

Net increase (decrease) in cash 

    (31,206 )     81,021  
                 

Cash – beginning of year

    81,462       441  
                 

Cash  end of year

  $ 50,256     $ 81,462  
                 
      -       -  

Supplemental disclosures of cash flow information

               

Cash paid during the period for:

               

Interest

  $ 177,842     $ 217,648  

 

See accompanying notes to consolidated financial statements.

 

5

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

1.

PRESENTATION AND NATURE OF OPERATIONS

 

Charge Savvy, LLC is located in South Chicago Heights, Illinois and is part of the Information Technology Services Industry and offers a full-feature, hospitality-oriented point-of-sale (“POS”) and credit card processing system as well as payment facilitation services. Revenue is earned through credit card processing, equipment sales, and licensing fees. The company’s POS system is cloud based in order to capture client information, can process same day deposits including tips, commissions and 1099 payments, along with payroll capabilities.

 

Some features that are offered are digitalized information, pre-authorization, marketing, payment card industry (“ PCI”) & Europay, MasterCard and Visa (“EMV”) Compliant (accepts chip cards), tableside checkout, and inventory analytics.

 

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

 

The consolidated financial statements include the accounts of Charge Savvy, LLC, and its majority owned subsidiary, Charge Savvy Web LLC. Any minority interest was not material for the years ended December 31, 2020 and 2019.

 

Charge Savvy Web LLC was formed for the purpose of developing a Charge Savvy web-based technology and had no other activities. As the development had not resulted in the fruition of the technology, Charge Savvy Web subsequently dissolved in 2021.

 

All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

 

Charge Savvy LLC and Charge Savvy Web LLC are referred as the “Company”.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include merchant payable reserve, provisions for doubtful accounts, accrued liabilities, and long-lived assets. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.

 

6

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition, Sales Returns and Allowances

 

The Company evaluates revenue recognition based on the criteria set forth in FASB Accounting Standards Codification (“ASC”) 605, Revenue Recognition and ASC 985-605, Software: Revenue Recognition.

 

The Company has a proprietary iPad-based point-of-sale and credit card processing software technology. ChargeSavvy also has multiple merchant processing partnerships with various processors as both an Independent Sales Organization (“ISO”) and Payment Facilitator (“Payfac”). In the world of merchant services, the acronym ISO stands for Independent Sales Organization, a third-party payment processing company that handles merchant accounts for a bank, payment processor, or large financial institution. A payment facilitator is a company that allows their customers to accept electronic payments using the payment facilitator’s infrastructure.

 

The Company generates multiple types of revenue from its iPad system customers, including monthly licensing fees, revenue from equipment sales and installation/training, data service fees for cellular-based equipment, and residuals from credit card processing. Charge Savvy’s merchant processing role for iPad system customers is that of an ISO. Charge Savvy earns processing fees based on volume and transaction counts, and also from pass through third-party services in its role as Payment Facilitator. Most Payment Facilitator customers are e-commerce based customers.

 

When consumers use credit/debit cards to pay for transactions with merchants who use the iPad system, Charge Savvy’s processing partner processes the transaction and remits to the Company a % of the transaction. These funds are remitted to the Company towards the end of the month following the month the transaction occurred. The exact date of remittance depends upon the contract terms between the Company and the processing partner as well as the partner’s internal processes. Equipment sales are recorded when inventory is shipped to customers. In the event a customer pre-pays for equipment, that deposit is recorded as Prepaid Equip Sales – a Current Liability. When a customer alleges equipment is faulty, Charge Savvy will replace that equipment free of charge (but customers are required to pay if, upon return and inspection, it is determined that the customer is at fault for the damage). Because customers need to have functioning equipment to process transactions (several customers have a limited number of terminals), the Company will ship the equipment to the customers in advance of receiving the allegedly faulty equipment returned. Revenue (and a corresponding receivable) is recognized again when the items are shipped. These “replacement receivables” are ideally not to be “collected” in cash, but to be offset by customer credits issued upon the return of faulty equipment that can be returned to the supplier for a credit.

 

Total equipment sales for the years ended December 31, 2020 and 2019 was not material.

 

With respect to Charge Savvy’s payment facilitation services, the transaction starts with a consumer using his or her debit or credit card to make a purchase at one of our sub merchants. The Company earns fees from these transactions based on terms we have agreed upon with the sub-merchants. These fees are generally based on the volume, type of volume, and number of particular types of transactions; there are also third-party processing services utilized that are billed to the sub merchants. These transactions are processed by the Company’s payfac processing partner WorldPay. Sub merchant processing activity is batched daily, and funding instructions are issued by us electronically through a middleware software supplier that directs the deposit of funds to us and the sub merchants. These deposits to Charge Savvy include certain of the Company’s fees as well as reimbursements for chargebacks paid on behalf of the sub merchants. The funds that are processed for the sub merchants are not held in a Charge Savvy account, but in an “FBO” (for benefit of) account in the name of the processor, in this case WorldPay. Charge Savvy does not record the total of such funds on the balance sheet, as the funds are generally cleared and deposited daily as well. In the case of any delay in funding, revenues owed are accrued and recorded in the name of the party whom payment is expected to come from (either WorldPay or the individual sub merchant).

 

7

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Process

 

The Company’s revenue cycle is as follows:

 

Sub-process

Description

Setup, Build, and Implementation (“SBI”)

Most ISO customers are brick-and-mortar hospitality merchants who purchase a physical point-of-sale and credit card processing system from us. The Company invoices the customer for this equipment and generally receives its first payment prior to the equipment being shipped. We also charge an “SBI Fee” based on the amount of on-site training that will be required. The Company provides various discount incentives to customers. Some customers are provided a “3-payment” option (first payment upon agreement to an equipment Estimate; second payment upon completion of installation and training; final payment thirty days following the second payment). The Company assembles and tests the system purchased by the customer and an installer/trainer either brings the equipment to the customer, or the equipment is shipped to the customer in advance. The installer/trainer installs our point-of-sale system and trains the customer’s staff how to operate it. Revenue is recognized upon the entry of an invoice into the accounting software which occurs at the point of shipment. Any payment received in advance is recorded in “Prepaid Equip Sales” – a Current Liability.

The “SBI” process does not apply to the Payfac, as it is mostly e-commerce. Payfac submerchants process directly through an electronic gateway with the processing partner, and do not utilize our physical point-of-sale system.  

Customer Payment Processing and Settlement

When ISO customers/merchants process credit card transactions with their customers, the transaction is processed by one of several processing partners. The Company earns a percentage of the credit card processing volume. Receipt of the revenue into the Company’s bank account generally occurs monthly, towards the end of the month following the month of processing. For example, January’s residual income is deposited towards the end of February.

When Payfac sub merchants process credit card transactions with their customers, the transaction is processed by a processing partner – WorldPay – and funds are settled to an FBO account held by the processing partner. Deposit of money to Charge Savvy occurs daily from the FBO account, or if a deposit is not received, fees owed are accrued.

 

8

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Process (continued)

 

Reserves

Reserves are not applicable to ISO customers. For payfac customers, a reserve is set-aside in the FBO account and held back from being funded to the merchant by WorldPay based on the Company’s determination of the sub merchant’s risk profile. The purpose of the reserve is to provided insurance against chargebacks and to make sure that there is sufficient funds to cover those chargebacks.  

Chargebacks and Adjustments

Chargebacks are not handled by the Company for ISO customers. For payfac customers, chargebacks are deducted from Charge Savvy’s bank account, then funding instructions are issued to pull this money from sub merchants by either reducing the processing proceeds deposited to the sub merchant or, if the deposits is insufficient to cover all chargebacks, initiating an ACH from the sub merchant’s bank account. The Company uses its third-party middleware software provider to process the raw chargeback data provided by WorldPay and issue funding instructions to WorldPay directing the deposit of funds.

A chargeback is when customers of sub merchants provide a dispute with customers’ bank. Then WorldPay will provide chargeback data to Charge Savvy, then the Company will chargeback to the sub merchants against their daily deposit or by initiating an ACH pull.

Processing Fees – Revenue

Processing fees are automatically deducted against the funds deposited to the sub merchants and deposited to Charge Savvy’s account daily. Some processing fees are deducted from the daily deposit received by Charge Savvy. In the event daily funding is not received, fee revenue owed to Charge Savvy is accrued.

Charge Savvy generates revenue from fees charged to its merchants at the time of transactions and fees related to third party processing related services.

Fines and Penalty Revenue

Under the sub merchant agreements between Charge Savvy and its sub merchants, ChargeSavvy has the rights to charge merchants fines and penalties. These fines and penalties result from various chargeback activity and adjustments provided by Processors or Acquirers including additional fees imposed by ChargeSavvy as specified in the agreements.

The Company records accounts receivables and revenues (Merchant’s Fines) and an allowance for collections is recorded as a reserve based on best estimate.

 

The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured.

 

9

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Process (continued)

 

The Company generates revenue from payment processing services, licensing fees and equipment sales as follows:

 

Revenue Area

Description

Revenue Recognition

Payment Processing Fee Revenue

Processing fees charged to merchants and submerchants.

For ISO revenue, recognized on the last day of the month earned. For payfac revenue, recognized when credit, debit, gift, or other types of payment processing is transacted by submerchant or the transaction giving rise to the fee occurs.

Chargeback Revenue

Transaction fee charged to payfac submerchants on chargeback transactions.

Recognized at the time chargebacks are received from processing partners.

Submerchant Fine Revenue

Under the Submerchant agreements between Charge Savvy and its submerchants, ChargeSavvy has the rights to charge merchants fines and penalties. These fines and penalties result from various chargeback activity and adjustments provided by Processors or Acquirers including additional fees imposed by ChargeSavvy as specified in the agreements. 

Recognized when such fines, penalties, or chargebacks are identified, able to calculated, and collection is assured.

Licensing Revenue

Relates to license fees to use technology provided by the Company.

License revenue is paid in advance and is recorded as income when received.

Equipment

Relates to point-of-sale and payment processing equipment.

Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped

Others

Various smaller items

When earned and collection is assured, etc.

 

Cost of Sales

 

Cost of sales includes equipment cost of goods sold, supplies and materials, shipping and postage, merchant fees, payment and equipment testing, ISO commissions, tech services, and transaction processing fees, and directly related to revenue.

 

Advertising Costs

 

The Company expenses advertising costs as incurred. For the years ended December 31, 2020 and 2019, advertising expense totaled $20,855 and $17,695, respectively.

 

10

 

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Accounts Receivables

 

Accounts receivables consist of accounts arising in the normal course of business. Accounts receivables are carried at original invoice amount less a reserve made for doubtful receivables based on a review of all outstanding amounts on a periodic basis. The Company determines the allowance for bad debt by evaluating customer creditworthiness; historical experience; age of current accounts receivable balances; and changes in financial condition or payment terms of our customers. The provision for doubtful accounts is recorded as a charge to general and administrative expense when a potential loss is identified. Losses are written off against the allowance when the receivable is determined to be uncollectible. Significant management judgment is required to estimate our allowance for doubtful accounts in any accounting period. The amount and timing of our bad debt expense and cash collection could change significantly as a result of a change in any of the evaluation factors mentioned above. The amount of the bad debt attributable to the Company was $5,084,868 and $0 million as of December 31, 2020 and 2019, respectively.

 

Inventory

 

Inventories primarily consist of finished goods and are stated at the lower of cost or market, with cost determined using an average cost method. The Company assesses for potentially excess and obsolete inventories each reporting period and provides for inventory adjustments as deemed necessary.

 

Property and Equipment, Net

 

Property and equipment, net, are stated at cost. Depreciation is calculated using the straight-line method over the following useful lives:

 

Asset Type

Useful Life

   

Furniture and Fixtures

5 years

Computer Equipment

5 years

Machinery and Equipment

5 years

Vehicles

5 years

Leasehold Improvements

15 years

 

When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed, and any resulting gains or losses are included in the consolidated statements of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed the length of the lease. Repair and maintenance costs are expensed as incurred.

 

11

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Deferred Revenue

 

Deferred revenue generally includes the proceeds from sales of the Point-of-Sale credit card terminals that the Customer uses to process payments. The Company invoices the customer for this equipment and generally receives its first payment prior to the equipment being shipped. Some customers are provided a “3-payment” option (first payment upon agreement to an equipment Estimate; second payment upon completion of installation and training; final payment thirty days following the second payment). The Company assembles and tests the system purchased by the customer and an installer/trainer either brings the equipment to the customer, or the equipment is shipped to the customer in advance. The installer/trainer installs our point-of-sale system and trains the customer’s staff how to operate it. Revenue is recognized upon the entry of an invoice into the accounting software which occurs at the point of shipment. Any payment received in advance is recorded in “Prepaid Equip Sales” – a Current Liability.

 

Income Taxes

 

The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The Company, with the consent of its members. has elected the limited liability company to be taxed as a partnership under the provisions of the federal and state tax codes. Under federal laws, each member is taxed on their proportionate share of the Company’s taxable income on their respective individual income tax returns. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. For Illinois purposes, state income tax is assessed at based on the revenue of the Company. The income tax for Illinois was not material for the year ended December 31, 2020 and 2019.

 

Fair Value Measurements

 

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

 

ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

 

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

 

12

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value Measurements (continued)

 

The three levels of inputs are as follows:

 

 

Level 1:  Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

 

Level 2:  Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

 

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities.  The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis.

 

Impairment of Long-lived Assets

 

The Company’s long-lived assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset.  If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. 

 

Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company had not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

 

The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

 

Concentration of Credit Risk and Significant Customers

 

The Company maintain cash balances at several major financial institutions. While we attempt to limit credit exposure with any single institution, balances often exceed insurable amounts. The Company did not have any excess cash not insured by the Federal Deposit Insurance Corporation (the “FDIC”).

 

13

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Concentration of Credit Risk and Significant Customers (continued)

 

The Company extends credit to various members. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact our overall credit risk. The Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses.

 

Impact of Recently Issued Accounting Standards

 

In February 2016, the FASB issued ASU 2016-02, Leases (ASC Topic 842), a comprehensive new lease recognition standard which will supersede previous existing lease recognition guidance. Under the standard, lessees will need to recognize a right-of use asset and a lease liability for leases with terms of greater than twelve months. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be required to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). The standard is effective for fiscal periods beginning after December 15, 2022. The Company’s management is currently evaluating the impact of the adoption of this standard on the financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new accounting standard affects all entities that hold financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU is intended to provide users of financial statements with additional decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit. Application of this statement is effective for the fiscal year beginning after December 15, 2021. The Company is currently evaluating the impact this pronouncement will have on its financial statements.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which removes certain exceptions, such as the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year and simplifies the accounting for income taxes in areas such as franchise tax (or similar tax) that is partially based on income. The new standard is effective for annual and interim periods beginning after December 15, 2021. The Company does not believe this ASU will have a material impact on our financial statements.

 

Other recently issued accounting standards are not expected to have a material effect on the Company's financial statements.

 

14

 

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

3.

PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following:

 

December 31,

 

2020

   

2019

 
                 

Furniture and fixtures

    1,732       1,732  

Computer equipment

    12,576       8,804  

Machinery and equipment

    1,090       1,090  

Vehicles

    48,443       48,443  

Leasehold improvements

    133,891       133,891  
                 

Total property and equipment

    197,732       193,959  

Accumulated depreciation

    (44,726 )     (23,393 )
                 

Property and equipment, net

    153,006       170,566  

 

Depreciation expense on property and equipment amounted to approximately $21,333 and $19,960 for the years ended December 31, 2020 and 2019, respectively.

 

 

 

4.

DEPOSIT, NET

 

Deposits consisted mostly of a deposit with WorldPay as insurance for chargebacks. As of December 31, 2020 and 2019, the deposit to World Pay was $1,200,000 and $0, respectively. The Company has subsequently received $750,000 of its $1,2000,000 deposit in 2021. As a result, the Company has taken a Gateway reserve of $450,000 and $0 as of December 31, 2020 and 2019, respectively.

 

 

 

5.

MERCHANT PAYABLE RESERVE

 

For payfac customers, a reserve is set-aside in the FBO account and held back from being funded to the merchant by WorldPay based on the Company’s determination of the sub merchant’s risk profile.

 

The Company’s merchant customers have the legal obligation to refund any charges properly reversed by the cardholder. However, in the event the Company is not able to collect the refunded amounts from the merchants, the Company may be liable for the reversed charges. In the event, however, that the Company is not able to collect such amounts from the merchants due to merchant fraud, insolvency, bankruptcy or another reason, the Company may be liable for any such reversed charges. The merchant payable reserve account was $1,200,000 and $0 as of December 31, 2020 and 2019, respectively

 

15

 

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

6.

LOAN PAYABLES TO MEMBERS

 

Loan payable to members consist of the following:

 

 

December 31,

 

2020

   

2019

 
                 

March 2018 - Loan payable to Sky Financial with annual interest at 1.95% payable annually. Outstanding balance due on March 21, 2025.

  $ -     $ 318,652  
                 

August 2018 - Loan payable to Higherground with annual interest at 1.25% total outstanding balance due on August 29, 2020. 

    -       1,100,000  
                 

Total

  $ -     $ 1,418,652  

 

As of December 31, 2020, loan payable to members were paid off.

 

 

 

7.

LOAN PAYABLES TO OTHERS

 

Loan payable to others consist of the following:

 

December 31,

 

2020

   

2019

 
                 

March 2018 - Loan payable to Sky Financial with annual interest at 1.95% payable annually. Outstanding balance due on March 21, 2025.

  $ -     $ 202,119  
                 

April 2018 - Loan payable to Donald Esler with annual interest at 21.99% 

    -       31,440  
                 

September 2018: Loan payable to Ford with annual interest at 7.99%. Monthly payments of principal of $190 and interest on outstanding balance .

    -       10,036  
                 

February 2019: Loan payable to Ford with annual interest at 11.04%. Monthly payments of principal of $220 and interest on outstanding balance.

    -       18,909  
                 

Total

  $ -     $ 262,504  

 

16

 

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

8.

LOAN PAYABLE, PAYROLL PROTECTION LOAN PROGRAM (PPP)

 

December 31, 

 

2020

   

2019

 
                 

April 8, 2020 ($127,998 PPP)

  $ 127,998     $ -  

Less - current portion

    (106,665 )     -  
                 

Total loan payable, payroll protection program (PPP), less current portion

  $ 21,333     $ -  

 

The following table provides future minimum payments as of December 31, 2020:

 

Years ending,

         

Amount

 

2021

          $ 106,665  

2022

            21,333  
                 

Total

          $ 127,998  

 

The Paycheck Protection Program Loan (the “PPP Loan”) is administered by the U.S. Small Business Administration (the “SBA”). The interest rate of the loan is 0.98% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing six months after the effective date of the PPP Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the PPP Loan (the “Maturity Date”). The PPP Loan contains customary events of default relating to, among other things, payment defaults, making materially false or misleading representations to the SBA or the Lender, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness of its PPP loan.

 

17

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

9.

LOAN PAYABLE, EMERGENCY INJURY DISASTER LOAN (EIDL)

 

 

December 31, 

 

2020

   

2019

 
                 

May 8, 2020 ($150,000 EIDL )

  $ 150,000     $ -  

Less - current portion

    (3,448 )     -  
                 

Total  loan payable, emergency injury disaster loan (EIDL), less current portion

  $ 146,552     $ -  

 

The following table provides future minimum payments as of December 31, 2020:

 

For the years ended 

 

Amount

 

2021

  $ 3,448  

2022

    5,172  

2023

    5,172  

2024

    5,172  

2025

    5,172  

Thereafter

    125,862  
         

Total

  $ 150,000  

 

May 8, 2020 $150,000

 

On May 8, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the TNB’s business. As of December 31, 2020, the loan payable, Emergency Injury Disaster Loan noted above is not in default.

 

Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the Company borrowed an aggregate principal amount of the EIDL Loan of $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 8, 2021 (twelve months from the date of the SBA Loan) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Loan. In connection therewith, the Company also received a $10,000 grant, which does not have to be repaid. During the year ended December 31, 2020, $10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the Statements of Operations.

 

In connection therewith, the Company executed (i) a loan for the benefit of the SBA (the “SBA Loan”), which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA Security Agreement”)

 

18

 

Charge Savvy, LLC and Subsidiary

Notes to Consolidated Financial Statements


 

 

10.

RELATED PARTY TRANSACTIONS

 

The Company had the following related party transactions:

 

 

Loan Receivable from Shareholder (August 13, 2020 - $ 1,110,000) – On August 13, 2020, a shareholder borrowed $1,100,000 from the Company at 6.00% interest. As of December 31, 2020 and 2019, there was a balance outstanding of $1,100,000 and $0, respectively. For the years ended December 31, 2020 and 2019, there was an outstanding interest receivable balance of $25,545 and $0, respectively.

 

 

Due from ChargeSavvy Real Estate  From time to time, the Company paid for expenses on behalf of ChargeSavvy Real Estate. The receivable is due on demand and non-interest bearing. As of December 31, 2020 and 2019, there was an outstanding receivable of $763,393 and $548,686, respectively.

 

 

 

11.

COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company is subject to claims and contingencies related to lawsuits and other matters arising out to the normal course of business. Management believes the ultimate liabilities associated with such claims and contingencies, if any, is not likely to have material adverse effect on the financial position or results of the Company.

 

 

 

12.

SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after December 31, 2020 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the year ended December 31, 2020 other than the following:

 

 

May 2021 (Dissolution of Subsidiary) – In May 2021, Charge Savvy Web LLC was dissolved.

 

 

June 2021 (PPP Forgiveness) – In June 2021, PPP loan payable outstanding as of December 31, 2020 was forgiven. The Company recognized the forgiveness of loan as other income in June 2021.

 

 

July 2021 (Equity Sale Transaction) – In July 2021, the Members of the Company entered into a Membership Interest Purchase Agreement with GreenBox POS whereby the Members of the Company sold entire membership interests to GreenBox POS for 1,000,000 shares of GreenBox POS common stock, a publicly traded company in NASDAQ. The transaction closed on July 13, 2021.

 

 

August 2021 (EIDL Loan) – The Company entered into and received Economic Injury Disaster Loan in the amount of $350,000. The loan provides for 30 year fully amortized with an interest rate of 3.75%.

 

19

 

Exhibit 99.2

 

 

 

 

Charge Savvy, LLC and Subsidiary

 

 

 

 

 

 

 


Unaudited Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

 

 

 

 

 

 

 

Table of Contents

 

 

Page

Unaudited Consolidated Financial Statements

 
   

Unaudited Consolidated Balance Sheets

1

   

Unaudited Consolidated Statements of Operations  

2

   

Unaudited Consolidated Statements of Members’ Equity

3

   

Unaudited Consolidated Statements of Cash Flows

4

   
   

Notes to Unaudited Consolidated Financial Statements

5

 

 

 

Charge Savvy, LLC and Subsidiary

Consolidated Balance Sheets


 

   

March 31,

   

December 31,

 
   

2021

   

2020

 
                 

ASSETS

               
                 

Current Assets:

               

Cash

  $ 39,903     $ 50,256  

Accounts receivables, net of allowance for bad debt of $4,963,743 and
            $5,084,868 at March 31, 2021 and December 31, 2020, respectively

    9,275,766       9,298,202  

Inventories, net

    108,315       131,412  

Prepaid expenses and other current assets

    76,124       48,219  

Loans receivables

    1,784       15,353  

Loan receivable from shareholder

    1,110,000       1,110,000  

Due from related party - Charge Savvy Real Estate

    760,266       763,393  

Total current assets

    11,372,158       11,416,835  
                 

Non-Current Assets:

               

Property and equipment, net

    147,585       153,006  

Deposit - Gateway reserve, net of allowance for reserve of $450,000
            at March 31, 2021 and December 31, 2020

    750,977       750,977  

Total non-current assets

    898,562       903,983  
                 

Total assets

  $ 12,270,720     $ 12,320,818  
                 

LIABILITIES AND MEMBERS EQUITY

               
                 

Current Liabilities:

               

Accounts payable

  $ 2,015,356     $ 1,688,253  

Accrued expenses

    2,577,475       2,512,574  

Merchant payable reserve

    1,200,000       1,200,000  

Loan payables to members

    135,479       -  

Current portion of loan payable, payroll protection program (PPP)

    106,665       106,665  

Current portion of loan payable, emergency injury disaster loan (EIDL)

    3,448       3,448  
                 

Total current liabilities

    6,038,423       5,510,940  

Loan payable, payroll protection program (PPP), less current portion

    21,333       21,333  

Loan payable, emergency injury disaster loan (EIDL), less current portion

    146,552       146,552  
                 

Total liabilities

    6,206,308       5,678,825  
                 

Commitments and contingencies

               

Members' equity

    6,064,412       6,641,993  
                 

Total liabilities and members' equity

  $ 12,270,720     $ 12,320,818  

 

See accompanying notes to unaudited consolidated financial statements.

 

1

 

ChargeSavvy, LLC

Unaudited Consolidated Statements of Operations


 

Three months ended March 31,

 

2021

   

2020

 
                 

Net revenue

  $ 458,413     $ 493,105  
                 

Cost of revenue

    192,069       202,840  
                 

Gross profit

    266,344       290,265  
                 

Operating expenses

    858,259       390,023  
                 

Income (loss) from operations

    (591,915 )     (99,758 )
                 

Other income (expense):

               

Interest expense

    (1,911 )     (53,803 )

Interest income

    16,745       2  

Total other income (expense), net

    14,834       (53,801 )
                 

Net loss

  $ (577,081 )   $ (153,559 )

 

See accompanying notes to unaudited consolidated financial statements.

 

2

 

Charge Savvy, LLC and Subsidiary

Consolidated Statements of Members Equity


 

   

Members' Equity
(Deficit)

 
         

Balance at December 31, 2020

  $ 6,641,993  
         

Distribution

    (500 )
         

Net loss - three months ended March 31, 2021

    (577,081 )
         

Balance at March 31, 2021

  $ 6,064,412  

 

   

Members' Equity
(Deficit)

 
         

Balance at December 31, 2019

  $ (1,115,535 )
         

Net loss - three months ended March 31, 2020

    (153,559 )
         

Balance at March 31, 2020

  $ (1,269,094 )

 

See accompanying notes to unaudited consolidated financial statements.

 

3

 

Charge Savvy, LLC and Subsidiary

Unaudited Consolidated Statements of Cash Flows


 

Three months ended March 31,

 

2021

   

2020

 
                 

Cash flows from operating activities:

               

Net income (loss)

  $ (577,081 )   $ (153,559 )
                 

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation - property and equipment

    5,421       5,234  

Changes in assets and liabilities:

               

Accounts receivables

    22,436       94,328  

Inventories

    23,097       61,696  

Prepaid and other current assets

    (27,905 )     (111 )

Deposits

               

Other assets

    -       (651 )

Accounts payable

    327,103       (113,709 )

Accrued expenses

    64,901       (168,226 )

Merchant payable reserve

    -       -  

Net cash used in operating activities

    (162,028 )     (274,998 )
                 

Cash flows from investing activities:

               

Due from related party

    3,127       (250 )

Loan receivables

    13,569       2,309  

Net cash provided by investing activities

    16,696       2,059  
                 

Cash flows from financing activities:

               

Repayments of loans from others

    -       167,968  

Proceeds from loans from members

    135,479       88,254  

Member distribution

    (500 )     -  

Net cash provided by financing activities

    134,979       256,222  
                 

Net decrease in cash

    (10,353 )     (16,717 )
                 

Cash – beginning of year

    50,256       81,462  
                 

Cash  end of period

  $ 39,903     $ 64,745  

 

See accompanying notes to unaudited consolidated financial statements.

 

4

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

1.

PRESENTATION AND NATURE OF OPERATIONS

 

Charge Savvy, LLC is located in South Chicago Heights, Illinois and is part of the Information Technology Services Industry and offers a full-feature, hospitality-oriented point-of-sale (“POS”) and credit card processing system as well as payment facilitation services. Revenue is earned through credit card processing, equipment sales, and licensing fees. The company’s POS system is cloud based in order to capture client information, can process same day deposits including tips, commissions and 1099 payments, along with payroll capabilities.

 

Some features that are offered are digitalized information, pre-authorization, marketing, payment card industry (“ PCI”) & Europay, MasterCard and Visa (“EMV”) Compliant (accepts chip cards), tableside checkout, and inventory analytics.

 

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

 

The consolidated financial statements include the accounts of Charge Savvy, LLC, and its majority owned subsidiary, Charge Savvy Web LLC. Any minority interest was not material for the three months ended March 31, 2021 and 2020.

 

Charge Savvy Web LLC was formed for the purpose of developing a Charge Savvy web-based technology and had no other activities. As the development had not resulted in the fruition of the technology, Charge Savvy Web dissolved in 2021.

 

All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

 

Charge Savvy LLC and Charge Savvy Web LLC are referred as the “Company”.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include merchant payable reserve, provisions for doubtful accounts, accrued liabilities, and long-lived assets. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.

 

5

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition, Sales Returns and Allowances

 

The Company evaluates revenue recognition based on the criteria set forth in FASB Accounting Standards Codification (“ASC”) 605, Revenue Recognition and ASC 985-605, Software: Revenue Recognition.

 

The Company has a proprietary iPad-based point-of-sale and credit card processing software technology. Charge Savvy also has multiple merchant processing partnerships with various processors as both an Independent Sales Organization (“ISO”) and Payment Facilitator (“Payfac”). In the world of merchant services, the acronym ISO stands for Independent Sales Organization, a third-party payment processing company that handles merchant accounts for a bank, payment processor, or large financial institution. A payment facilitator is a company that allows their customers to accept electronic payments using the payment facilitator’s infrastructure.

 

The Company generates multiple types of revenue from its iPad system customers, including monthly licensing fees, revenue from equipment sales and installation/training, data service fees for cellular-based equipment, and residuals from credit card processing. Charge Savvy’s merchant processing role for iPad system customers is that of an ISO. Charge Savvy earns processing fees based on volume and transaction counts, and also from pass through third-party services in its role as Payment Facilitator. Most Payment Facilitator customers are e-commerce based customers.

 

When consumers use credit/debit cards to pay for transactions with merchants who use the iPad system, Charge Savvy’s processing partner processes the transaction and remits to the Company a % of the transaction. These funds are remitted to the Company towards the end of the month following the month the transaction occurred. The exact date of remittance depends upon the contract terms between the Company and the processing partner as well as the partner’s internal processes. Equipment sales are recorded when inventory is shipped to customers. In the event a customer pre-pays for equipment, that deposit is recorded as Prepaid Equip Sales – a Current Liability. When a customer alleges equipment is faulty, Charge Savvy will replace that equipment free of charge (but customers are required to pay if, upon return and inspection, it is determined that the customer is at fault for the damage). Because customers need to have functioning equipment to process transactions (several customers have a limited number of terminals), the Company will ship the equipment to the customers in advance of receiving the allegedly faulty equipment returned. Revenue (and a corresponding receivable) is recognized again when the items are shipped. These “replacement receivables” are ideally not to be “collected” in cash, but to be offset by customer credits issued upon the return of faulty equipment that can be returned to the supplier for a credit.

 

Total equipment sales for the three months ended March 31, 2020 and 2020 was not material.

 

With respect to Charge Savvy’s payment facilitation services, the transaction starts with a consumer using his or her debit or credit card to make a purchase at one of our sub merchants. The Company earns fees from these transactions based on terms we have agreed upon with the sub-merchants. These fees are generally based on the volume, type of volume, and number of particular types of transactions; there are also third-party processing services utilized that are billed to the sub merchants. These transactions are processed by the Company’s payfac processing partner WorldPay. Sub merchant processing activity is batched daily, and funding instructions are issued by us electronically through a middleware software supplier that directs the deposit of funds to us and the sub merchants. These deposits to Charge Savvy include certain of the Company’s fees as well as reimbursements for chargebacks paid on behalf of the sub merchants. The funds that are processed for the sub merchants are not held in a Charge Savvy account, but in an “FBO” (for benefit of) account in the name of the processor, in this case WorldPay. Charge Savvy does not record the total of such funds on the balance sheet, as the funds are generally cleared and deposited daily as well. In the case of any delay in funding, revenues owed are accrued and recorded in the name of the party whom payment is expected to come from (either WorldPay or the individual sub merchant).

 

6

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Process

 

The Company’s revenue cycle is as follows:

 

Sub-process

Description

Setup, Build, and Implementation (“SBI”)

Most ISO customers are brick-and-mortar hospitality merchants who purchase a physical point-of-sale and credit card processing system from us. The Company invoices the customer for this equipment and generally receives its first payment prior to the equipment being shipped. We also charge an “SBI Fee” based on the amount of on-site training that will be required. The Company provides various discount incentives to customers. Some customers are provided a “3-payment” option (first payment upon agreement to an equipment Estimate; second payment upon completion of installation and training; final payment thirty days following the second payment). The Company assembles and tests the system purchased by the customer and an installer/trainer either brings the equipment to the customer, or the equipment is shipped to the customer in advance. The installer/trainer installs our point-of-sale system and trains the customer’s staff how to operate it. Revenue is recognized upon the entry of an invoice into the accounting software which occurs at the point of shipment. Any payment received in advance is recorded in “Prepaid Equip Sales” – a Current Liability.

The “SBI” process does not apply to the Payfac, as it is mostly e-commerce. Payfac submerchants process directly through an electronic gateway with the processing partner, and do not utilize our physical point-of-sale system.  

Customer Payment Processing and Settlement

When ISO customers/merchants process credit card transactions with their customers, the transaction is processed by one of several processing partners. The Company earns a percentage of the credit card processing volume. Receipt of the revenue into the Company’s bank account generally occurs monthly, towards the end of the month following the month of processing. For example, January’s residual income is deposited towards the end of February.

When Payfac sub merchants process credit card transactions with their customers, the transaction is processed by a processing partner – WorldPay – and funds are settled to an FBO account held by the processing partner. Deposit of money to Charge Savvy occurs daily from the FBO account, or if a deposit is not received, fees owed are accrued.

 

7

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Process (continued)

 

Reserves

Reserves are not applicable to ISO customers. For payfac customers, a reserve is set-aside in the FBO account and held back from being funded to the merchant by WorldPay based on the Company’s determination of the sub merchant’s risk profile. The purpose of the reserve is to provided insurance against chargebacks and to make sure that there is sufficient funds to cover those chargebacks.  

Chargebacks and Adjustments

Chargebacks are not handled by the Company for ISO customers. For payfac customers, chargebacks are deducted from Charge Savvy’s bank account, then funding instructions are issued to pull this money from sub merchants by either reducing the processing proceeds deposited to the sub merchant or, if the deposits is insufficient to cover all chargebacks, initiating an ACH from the sub merchant’s bank account. The Company uses its third-party middleware software provider to process the raw chargeback data provided by WorldPay and issue funding instructions to WorldPay directing the deposit of funds.

A chargeback is when customers of sub merchants provide a dispute with customers’ bank. Then WorldPay will provide chargeback data to Charge Savvy, then the Company will chargeback to the sub merchants against their daily deposit or by initiating an ACH pull.

Processing Fees – Revenue

Processing fees are automatically deducted against the funds deposited to the sub merchants and deposited to Charge Savvy’s account daily. Some processing fees are deducted from the daily deposit received by Charge Savvy. In the event daily funding is not received, fee revenue owed to Charge Savvy is accrued.

Charge Savvy generates revenue from fees charged to its merchants at the time of transactions and fees related to third party processing related services.

Fines and Penalty Revenue

Under the sub merchant agreements between Charge Savvy and its sub merchants, ChargeSavvy has the rights to charge merchants fines and penalties. These fines and penalties result from various chargeback activity and adjustments provided by Processors or Acquirers including additional fees imposed by ChargeSavvy as specified in the agreements.

The Company records accounts receivables and revenues (Merchant’s Fines) and an allowance for collections is recorded as a reserve based on best estimate.

 

 

The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured.

 

8

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Process (continued)

 

The Company generates revenue from payment processing services, licensing fees and equipment sales as follows:

 

Revenue Area

Description

Revenue Recognition

Payment Processing Fee Revenue

Processing fees charged to merchants and submerchants.

For ISO revenue, recognized on the last day of the month earned. For payfac revenue, recognized when credit, debit, gift, or other types of payment processing is transacted by submerchant or the transaction giving rise to the fee occurs.

Chargeback Revenue

Transaction fee charged to payfac submechants on chargeback transactions.

Recognized at the time chargebacks are received from processing partners.

Submerchant Fine Revenue

Under the Submerchant agreements between Charge Savvy and its submerchants, ChargeSavvy has the rights to charge merchants fines and penalties. These fines and penalties result from various chargeback activity and adjustments provided by Processors or Acquirers including additional fees imposed by ChargeSavvy as specified in the agreements. 

Recognized when such fines, penalties, or chargebacks are identified, able to calculated, and collection is assured.

Licensing Revenue

Relates to license fees to use technology provided by the Company.

License revenue is paid in advance and is recorded as income when received.

Equipment

Relates to point-of-sale and payment processing equipment.

Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped

Others

Various smaller items

When earned and collection is assured, etc.

 

Cost of Sales

 

Cost of sales includes equipment cost of goods sold, supplies and materials, shipping and postage, merchant fees, payment and equipment testing, ISO commissions, tech services, and transaction processing fees, and directly related to revenue.

 

Advertising Costs

 

The Company expenses advertising costs as incurred. For the three months ended March 31, 2021 and 2020, advertising expense totaled $252,545and $12,026, respectively.

 

9

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Accounts Receivable

 

Accounts receivables consist of accounts arising in the normal course of business. Accounts receivables are carried at original invoice amount less a reserve made for doubtful receivables based on a review of all outstanding amounts on a periodic basis. The Company determines the allowance for bad debt by evaluating customer creditworthiness; historical experience; age of current accounts receivable balances; and changes in financial condition or payment terms of our customers. The provision for doubtful accounts is recorded as a charge to general and administrative expense when a potential loss is identified. Losses are written off against the allowance when the receivable is determined to be uncollectible. Significant management judgment is required to estimate our allowance for doubtful accounts in any accounting period. The amount and timing of our bad debt expense and cash collection could change significantly as a result of a change in any of the evaluation factors mentioned above. The amount of the bad debt attributable to the Company was $4,963,743 and $5,084,868 as of March 31, 2021 and December 31, 2020, respectively.

 

Inventory

 

Inventories primarily consist finished goods and are stated at the lower of cost or market, with cost determined using an average cost method. The Company assesses for potentially excess and obsolete inventories each reporting period and provides for inventory adjustments as deemed necessary.

 

Property and Equipment, Net

 

Property and equipment, net, are stated at cost. Depreciation is calculated using the straight-line method over the following useful lives:

 

Asset Type

Useful Life

   

Furniture and Fixtures

5 years

Computer Equipment

5 years

Machinery and Equipment

5 years

Vehicles

5 years

Leasehold Improvements

15 years

 

When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed, and any resulting gains or losses are included in the consolidated statements of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed the length of the lease. Repair and maintenance costs are expensed as incurred.

 

10

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Deferred Revenue

 

Deferred revenue generally includes the proceeds from sales of the Point-of-Sale credit card terminals that the Customer uses to process payments. The Company invoices the customer for this equipment and generally receives its first payment prior to the equipment being shipped. Some customers are provided a “3-payment” option (first payment upon agreement to an equipment Estimate; second payment upon completion of installation and training; final payment thirty days following the second payment). The Company assembles and tests the system purchased by the customer and an installer/trainer either brings the equipment to the customer, or the equipment is shipped to the customer in advance. The installer/trainer installs our point-of-sale system and trains the customer’s staff how to operate it. Revenue is recognized upon the entry of an invoice into the accounting software which occurs at the point of shipment. Any payment received in advance is recorded in “Prepaid Equip Sales” – a Current Liability.

 

Income Taxes

 

The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The Company, with the consent of its members. has elected the limited liability company to be taxed as a partnership under the provisions of the federal and state tax codes. Under federal laws, each member is taxed on their proportionate share of the Company’s taxable income on their respective individual income tax returns. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. For Illinois purposes, state income tax is assessed at based on the revenue of the Company. The income tax for Illinois was not material for the year three months ended March 31, 2021 and 2020.

 

Fair Value Measurements

 

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

 

ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

 

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

 

11

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value Measurements (continued)

 

The three levels of inputs are as follows:

 

 

Level 1:  Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

 

Level 2:  Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

 

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities.  The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis.

 

Impairment of Long-lived Assets

 

The Company’s long-lived assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset.  If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. 

 

Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company had not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

 

The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

 

Concentration of Credit Risk and Significant Customers

 

The Company maintain cash balances at several major financial institutions. While we attempt to limit credit exposure with any single institution, balances often exceed insurable amounts. The Company did not have any excess cash not insured by the Federal Deposit Insurance Corporation (the “FDIC”).

 

12

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Concentration of Credit Risk and Significant Customers (continued)

 

The Company extends credit to various members. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact our overall credit risk. The Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses.

 

Impact of Recently Issued Accounting Standards

 

In February 2016, the FASB issued ASU 2016-02, Leases (ASC Topic 842), a comprehensive new lease recognition standard which will supersede previous existing lease recognition guidance. Under the standard, lessees will need to recognize a right-of use asset and a lease liability for leases with terms of greater than twelve months. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be required to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). The standard is effective for fiscal periods beginning after December 15, 2022. The Company’s management is currently evaluating the impact of the adoption of this standard on the financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new accounting standard affects all entities that hold financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU is intended to provide users of financial statements with additional decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit. Application of this statement is effective for the fiscal year beginning after December 15, 2021. The Company is currently evaluating the impact this pronouncement will have on its financial statements.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which removes certain exceptions, such as the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year and simplifies the accounting for income taxes in areas such as franchise tax (or similar tax) that is partially based on income. The new standard is effective for annual and interim periods beginning after December 15, 2021. The Company does not believe this ASU will have a material impact on our financial statements.

 

Other recently issued accounting standards are not expected to have a material effect on the Company's financial statements.

 

13

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

3.

PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following:

 

   

March 31,

   

December 31,

 
   

2021

   

2020

 
                 

Leasehold improvements

  $ 133,891     $ 133,891  

Vehicles

    48,443       48,443  

Computer equipment

    12,576       12,576  

Furniture and fixtures

    1,732       1,732  

Machinery and equipment

    1,090       1,090  
                 

Total property and equipment

    197,732       197,732  

Accumulated depreciation

    (50,147 )     (44,726 )
                 

Property and equipment, net

  $ 147,585     $ 153,006  

 

Depreciation expense on property and equipment amounted to approximately $21,332 and $19,961 for the three months ended March 31, 2021 and 2020, respectively.

 

 

 

4.

DEPOSIT, NET

 

Deposits consisted mostly of a deposit with WorldPay as insurance for chargebacks. As of March 31, 2021 and December 31, 2020, the deposit to World Pay was $1,200,000 and $1,200,000, respectively. The Company has subsequently received $750,000 of its $1,2000,000 deposit in 2021. As a result, the Company has taken a Gateway reserve of $450,000 and $450,000 as of March 31, 2021 and December 31, 2020, respectively.

 

 

 

5.

MERCHANT PAYABLE RESERVE

 

For payfac customers, a reserve is set-aside in the FBO account and held back from being funded to the merchant by WorldPay based on the Company’s determination of the sub merchant’s risk profile.

 

The Company’s merchant customers have the legal obligation to refund any charges properly reversed by the cardholder. However, in the event the Company is not able to collect the refunded amounts from the merchants, the Company may be liable for the reversed charges. In the event, however, that the Company is not able to collect such amounts from the merchants due to merchant fraud, insolvency, bankruptcy or another reason, the Company may be liable for any such reversed charges. The merchant payable reserve account was $1,200,000 and $1,200,000 as of March 31, 2021 and December 31, 2020, respectively

 

14

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

6.

LOAN PAYABLES TO MEMBERS

 

Loan payable to members consist of the following:

 

 

   

March 31,

   

December 31,

 

December 31,

 

2021

   

2020

 
                 

March 2021 - Non-interest bearing loan payable to Sky Financial due on demand.

  $ 135,479.00     $ -  
                 

Total

  $ 135,479.00     $ -  

 

 

 

7.

LOAN PAYABLE, PAYROLL PROTECTION LOAN PROGRAM (PPP)

 

   

March 31,

   

December 31,

 
   

2021

   

2020

 
                 

April 8, 2020 ($127,998 PPP)

  $ 127,998     $ 127,998  

Less - current portion

    (127,998 )     (106,665 )
                 

Total loan payable, payroll protection program (PPP), less current portion

  $ -     $ 21,333  

 

The following table provides future minimum payments as of March 31, 2021:

 

Years ending,

         

Amount

 

2021

          $ 106,665  

2022

            21,333  
                 

Total

          $ 127,998  

 

The Paycheck Protection Program Loan (the “PPP Loan”) is administered by the U.S. Small Business Administration (the “SBA”). The interest rate of the loan is 0.98% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing six months after the effective date of the PPP Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the PPP Loan (the “Maturity Date”). The PPP Loan contains customary events of default relating to, among other things, payment defaults, making materially false or misleading representations to the SBA or the Lender, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness of its PPP loan.

 

15

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

8.

LOAN PAYABLE, EMERGENCY INJURY DISASTER LOAN (EIDL)

 

   

March 31,

   

December 31,

 
   

2021

   

2020

 
                 

May 8, 2020 ($150,000 EIDL )

  $ 150,000     $ 150,000  

Less - current portion

    (4,741 )     (3,448 )
                 

Total loan payable, emergency injury disaster loan (EIDL), less current portion

  $ 145,259     $ 146,552  

 

The following table provides future minimum payments as of March 31, 2021:

 

For the years ended

         

Amount

 

2021

          $ 3,448  

2022

            5,172  

2023

            5,172  

2024

            5,172  

2025

            5,172  

Thereafter

            125,862  
                 

Total

          $ 150,000  

 

May 8, 2020 $150,000

 

On May 8, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the TNB’s business. As of March 31, 2021, the loan payable, Emergency Injury Disaster Loan noted above is not in default.

 

Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the Company borrowed an aggregate principal amount of the EIDL Loan of $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 8, 2021 (twelve months from the date of the SBA Loan) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Loan. In connection therewith, the Company also received a $10,000 grant, which does not have to be repaid. During the year ended December 31, 2020, $10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the Statements of Operations.

 

In connection therewith, the Company executed (i) a loan for the benefit of the SBA (the “SBA Loan”), which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA Security Agreement”)

 

16

 

 

Charge Savvy, LLC and Subsidiary

Notes to Unaudited Consolidated Financial Statements


 

 

9.

RELATED PARTY TRANSACTIONS

 

The Company had the following related party transactions:

 

 

Loan Receivable from Shareholder (August 13, 2020 - $ 1,110,000) – On August 13, 2020, a shareholder borrowed $1,100,000 from the Company at 6.00% interest. As of March 31, 2021 and December 31, there was a balance outstanding of $1,100,000 and $1,100,000, respectively. As of March 31, 2021 and December 31, 2020, there was an outstanding interest receivable balance of $42,251 and $25,545, respectively.

 

 

Due from ChargeSavvy Real Estate  From time to time, the Company paid for expenses on behalf of ChargeSavvy Real Estate. The receivable is due on demand and non-interest bearing. As of March 31, 2021 and December 31, 2020, there was an outstanding receivable of $760,266 and $763,393, respectively.

 

 

 

10.

COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company is subject to claims and contingencies related to lawsuits and other matters arising out to the normal course of business. Management believes the ultimate liabilities associated with such claims and contingencies, if any, is not likely to have material adverse effect on the financial position or results of the Company.

 

 

 

11.

SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after March 31, 2021 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended March 31, 2021 other than the following:

 

 

May 2021 (Dissolution of Subsidiary) – In May 2021, Charge Savvy Web LLC was dissolved.

 

 

June 2021 (PPP Forgiveness) – In June 2021, PPP loan payable outstanding as of December 31, 2020 was forgiven. The Company recognized the forgiveness of loan as other income in June 2021.

 

 

July 2021 (Equity Sale Transaction) – In July 2021, the Members of the Company entered into a Membership Interest Purchase Agreement with GreenBox POS whereby the Members of the Company sold entire membership interests to GreenBox POS for 1,000,000 shares of GreenBox POS common stock, a publicly traded company in NASDAQ. The transaction closed on July 13, 2021.

 

 

August 2021 (EIDL Loan) – The Company entered into and received Economic Injury Disaster Loan in the amount of $350,000. The loan provides for 30 year fully amortized with an interest rate of 3.75%.

 

17

 

Exhibit 99.3

 

GREENBOX POS, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

 

On July 13, 2021, Greenbox POS, Inc. (“Company” or “Greenbox”) entered into a Membership Purchase Agreement, by and between Greenbox and Charge Savvy, LLC, a private limited liability company organized in the State of Illinois (“Charge Savvy”), and Charge Savvy’s three members (collectively, the “Sellers”). On July 13, 2021 (the “Closing Date”), the Company completed the acquisition of all outstanding membership interests in Charge Savvy, resulting in Charge Savvy becoming a wholly-owned subsidiary of the Company (the “Acquisition”). quid biopsy platform company.

 

The following unaudited pro forma consolidated financial information, including the notes hereto, is derived from and should be read in conjunction with Greenbox’s historical financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the United States Securities and Exchange Commission (the “SEC”) on March 30, 2021, as well as the historical financial statements and related notes of Charge Savvy for the year ended December 31, 2020, included in Exhibit 99.1 of this Current Report on Form 8-K/A. Both Greenbox’s and Charge Savvy’s fiscal years end on December 31.

 

The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 combine the historical unaudited consolidated statements of operations of Charge Savvy for the period from January 1, 2021 through March 31, 2021 and for the year ended December 31, 2020 and the historical unaudited consolidated statements of operations of Greenbox for the three months ended March 31, 2021 and the year ended December 31, 2020, giving effect to the Acquisition as if it had occurred on January 1, 2020. The assumptions, estimates and adjustments herein have been made solely for purposes of developing this pro forma consolidated financial information. The Charge Savvy statements of operations have been adjusted to conform to accounting principles generally accepted in the United States (“US GAAP”).

 

The unaudited pro forma consolidated financial information set out below has been prepared in accordance with Article 11 of Regulation S-X, as amended by the SEC Final Rule Release No. 33 10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses using accounting policies in accordance with US GAAP. The unaudited pro forma consolidated financial information does not include the realization of any future cost savings, restructuring or integration changes that may result from the Acquisition. The unaudited pro forma consolidated statements of operations should be read in conjunction with the accompanying notes to the unaudited pro forma consolidated financial information.

 

The unaudited pro forma consolidated financial information is presented for illustrative and informative purposes only and is not intended to represent what our results of operations would have been had the Acquisition actually occurred on the dates indicated. The pro forma results presented below are not necessarily indicative of what the Company’s consolidated results of operations may be in the future.

 

 

 

 

 

 

GREENBOX POS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2021

 

   

As of March 31, 2021

   

Transaction Accounting Adjustments

         
                           

Reclassification

   

Pro Forma

     

Total

   

Pro Forma

 
   

GreenBox POS

   

Charge Savvy

   

Combining

   

Adjustments

   

Adjustments

     

Adjustments

   

Combined

 
                                                           

ASSETS

                                                         
                                                           

Current Assets:

                                                         

Cash and cash equivalents

  $ 35,696,589     $ 39,903     $ 35,736,492     $ -     $ -       $ -     $ 35,736,492  

Accounts receivable, net

    10,000       9,275,766       9,285,766       -       -         -       9,285,766  

Accounts receivables from fines and fees from merchant, net

    2,789,230       -       2,789,230       -       -         -       2,789,230  

Inventory

    -       108,315       108,315       -       -         -       108,315  

Cash due from gateways, net

    11,848,709       -       11,848,709       -       -         -       11,848,709  

Prepaid and other current assets 

    2,452,753       77,908       2,530,661       -       -         -       2,530,661  

Loans to shareholders

    -       1,110,000       1,110,000       -       -         -       1,110,000  

Due from related party

    -       760,266       760,266       -       -         -       760,266  

Total current assets

    52,797,281       11,372,158       64,169,439       -       -         -       64,169,439  
                                                           

Non-current Assets:

                                                         

Property and equipment, net

    62,362       147,585       209,947       -       1,327,051  

(a) 

    1,327,051       1,536,998  
      -       -       -               (8,237 )

(b) 

    (8,237 )     (8,237 )

Operating lease right-of-use assets, net

    87,837       -       87,837       -       -         -       87,837  

Intangible assets

    -       -       -       -       6,523,760  

(c) 

    6,116,025       6,116,025  
      -       -       -               (407,735 )

(d) 

               

Goodwill

    -       -       -       -       3,653,409  

(e) 

    3,653,409       3,653,409  

Deposit - gateway reserve

    -       750,977       750,977       -       -         -       750,977  

Other assets

    81,636       -       81,636       -       -         -       81,636  

Total non-current assets

    231,835       898,562       1,130,397       -       11,088,248         11,088,248       12,218,645  
                                                           

Total assets

  $ 53,029,116     $ 12,270,720     $ 65,299,836     $ -     $ 11,088,248       $ 11,088,248     $ 76,388,084  
                                                           
                                                           

LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   
                                                           

Current Liabilities:

                                                         

Accounts payable

  $ 178,038     $ 4,592,831     $ 4,770,869     $ -     $ -       $ -     $ 4,770,869  

Other current liabilities 

    98,995       -       98,995       -       -         -       98,995  

Payment processing liabilities, net

    5,355,115       1,200,000       6,555,115       -       -         -       6,555,115  

Current - Notes payable

    -       4,741       4,741       -       -         -       4,741  

Loan payable to shareholders

    -       135,479       135,479       -       -         -       135,479  

Note payable, payroll protection plan loan

    272,713       127,998       400,711       -       -         -       400,711  

Current portion of operating lease liabilities

    89,017       -       89,017       -       -         -       89,017  
                                                           

Total current liabilities

    5,993,878       6,061,049       12,054,927       -       -         -       12,054,927  

Long-term debt

    149,900       145,259       295,159       -       -         -       295,159  
                                                           

Total liabilities

    6,143,778       6,206,308       12,350,086       -       -         -       12,350,086  
                                                           

Commitments and contingencies

                                                         
                                                           

Stockholders' Equity (Deficit):

                                                         

Common stock

    40,918       -       40,918       -       1,000  

(f) 

    1,000       41,918  

Additional paid-in capital

    71,898,401       -       71,898,401       -       12,139,000  

(f) 

    12,139,000       84,037,401  
                                      (711,926 )

(h) 

    (711,926 )     (711,926 )

Accumulated deficit

    (25,053,981 )     -       (25,053,981 )     -       -         -       (25,053,981 )

Members' equity

    -       6,064,412       6,064,412       -       1,740,035  

(g) 

    (339,826 )     5,724,586  
                                      (415,972 )

(b) (c) 

               
                                      (1,663,889 )

(j) 

               

Total stockholders' equity (deficit)

    46,885,338       6,064,412       52,949,750       -       11,088,248         11,088,248       64,037,998  
                                                           

Total liabilities and stockholder's equity

  $ 53,029,116     $ 12,270,720     $ 65,299,836     $ -     $ 11,088,248       $ 11,088,248     $ 76,388,084  

 

See accompanying notes to the unaudited pro forma condensed consolidated financial information

 

 

 

 

GREENBOX POS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

   

Three Months Ended March 31, 2021

   

Transaction Accounting Adjustments

         
                           

Reclassification

   

Pro Forma

     

Total

   

Pro Forma

 
   

GreenBox POS

   

Charge Savvy

   

Combining

   

 Adjustments

   

 Adjustments

     

 Adjustments

   

 Combined

 
                                                           

Net revenue

  $ 4,749,441     $ 458,413     $ 5,207,854     $ -     $ -       $ -     $ 5,207,854  

Cost of revenue

    1,593,771       192,069       1,785,840       -       -         -       1,785,840  
                                                           

Gross profit

    3,155,670       266,344       3,422,014       -       -         -       3,422,014  
                                                           

Operating expenses:

                                                         

Advertising and marketing

    24,725       252,545       277,270       -       -         -       277,270  

Research and development

    653,381       140,080       793,461       -       -         -       793,461  

Payroll and payroll taxes

    559,201       278,079       837,280       -       -         -       837,280  

Professional fees

    457,752       42,940       500,692       -       -         -       500,692  

Stock compensation for employees

    797,613       -       797,613       -       -         -       797,613  

Stock compensation for services

    9,453,825       -       9,453,825       -       -         -       9,453,825  

General and administrative

    566,195       139,195       705,390       -       -         -       705,390  

Depreciation and amortization

    6,009       5,420       11,429       -       415,972  

 (b) (c)

    415,972       427,401  

Total operating expenses

    12,518,701       858,259       13,376,960       -       415,972         415,972       13,792,932  
                                                           

Income (Loss) from operations

    (9,363,031 )     (591,915 )     (9,954,946 )     -       (415,972 )       (415,972 )     (10,370,918 )
                                                           

Other income (expense):

                                                         

Interest expense - debt discount

    (2,993,408 )     -       (2,993,408 )     -       -         -       (2,993,408 )

Interest income or (expense)

    (594,258 )     14,834       (579,424 )     -       -         -       (579,424 )

Derivative expense

    -       -       -       -       -         -       -  

Changes in fair value of derivative liability

    -       -       -       -       -         -       -  

Merchant fines and penalty income

    -       -       -       -       -         -       -  

Merchant liability settlement

    (364,124 )     -       (364,124 )     -       -         -       (364,124 )

Other income or expense

    (14,611 )     -       (14,611 )     -       -         -       (14,611 )

Total other expense, net

    (3,966,401 )     14,834       (3,951,567 )     -       -         -       (3,951,567 )
                                                           

Loss before provision for income taxes

    (13,329,432 )     (577,081 )     (13,906,513 )     -       (415,972 )       (415,972 )     (14,322,485 )
                                                           

Provision for income taxes

    -               -       -       -         -       -  
                                                           

Net income (loss)

  $ (13,329,432 )   $ (577,081 )   $ (13,906,513 )   $ -     $ (415,972 )     $ (415,972 )   $ (14,322,485 )

 

See accompanying notes to the unaudited pro forma condensed consolidated financial information

 

 

 

 

GREENBOX POS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2020

 

   

As of December 31, 2021

   

Transaction Accounting Adjustments

         
                           

Reclassification

   

Pro Forma

     

Total

   

Pro Forma

 
   

GreenBox POS

   

Charge Savvy

   

Combining

   

 Adjustments

   

 Adjustments

     

 Adjustments

   

 Combined

 
                                                           

ASSETS

                                                         
                                                           

Current Assets:

                                                         

Cash and cash equivalents

  $ -     $ 50,256     $ 50,256     $ -     $ -       $ -     $ 50,256  

Restricted cash

    1,832,735       -       1,832,735       -       -         -       1,832,735  

Accounts receivable, net

    10,000       9,298,202       9,308,202       -       -         -       9,308,202  

Accounts receivables from fines and fees from merchant, net

    2,789,230       -       2,789,230       -       -         -       2,789,230  

Inventory

    -       131,412       131,412       -       -         -       131,412  

Cash due from gateways, net

    7,303,949       -       7,303,949       -       -         -       7,303,949  

Prepaid and other current assets 

    70,130       63,572       133,702       -       -         -       133,702  

Loans to shareholders

    -       1,110,000       1,110,000       -       -         -       1,110,000  

Due from related party

    -       763,393       763,393       -       (763,393 )       (763,393 )     -  

Total current assets

    12,006,044       11,416,835       23,422,879       -       (763,393 )       (763,393 )     22,659,486  
                                                           

Non-current Assets:

                                                         

Property and equipment, net

    57,264       153,006       210,270       -       1,360,000  

 (a)

  $ 1,327,051       1,537,321  
      -       -       -               (32,949 )

 (b)

               

Operating lease right-of-use assets, net

    117,795       -       117,795       -       -         -       117,795  

Intangible assets

    -       -       -       -       8,154,700  

 (c)

    8,154,700       8,154,700  
                                      (1,630,940 )

 (d)

    (1,630,940 )     (1,630,940 )

Goodwill

    -       -       -               3,653,409  

 (e)

    3,653,409       3,653,409  

Deposit - gateway reserve

    -       750,977       750,977       -       -         -       750,977  

Other assets

    81,636       -       81,636       -       -         -       81,636  

Total non-current assets

    256,695       903,983       1,160,678       -       11,504,220         11,504,220       12,664,898  
                                                           

Total assets

  $ 12,262,739     $ 12,320,818     $ 24,583,557     $ -     $ 10,740,827       $ 10,740,827     $ 35,324,384  
                                                           
                                                           

LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   
                                                           

Current Liabilities:

                                                         

Accounts payable

  $ 210,094     $ 4,200,827     $ 4,410,921     $ -     $ -       $ -     $ 4,410,921  

Other current liabilities 

    68,138       -       68,138       -       -         -       68,138  

Payment processing liabilities, net

    10,199,956       1,200,000       11,399,956       -       -         -       11,399,956  

Current - Notes payable

    -       110,113       110,113       -       -         -       110,113  

Note payable, payroll protection plan loan

    272,713       -       272,713       -       -         -       272,713  

Convertible debt, net of debt discount

    856,592       -       856,592       -       -         -       856,592  

Derivative liability

    -       -       -       -       -         -       -  

Current portion of operating lease liabilities

    120,110       -       120,110       -       -         -       120,110  
                                                           

Total current liabilities

    11,727,603       5,510,940       17,238,543       -       -         -       17,238,543  

Operating lease liabilities, less current portion

    -       -       -       -       -         -       -  

Long-term debt

    149,900       167,885       317,785       -       -         -       317,785  
                                                           

Total liabilities

    11,877,503       5,678,825       17,556,328       -       -         -       17,556,328  
                                                           

Stockholders' Equity (Deficit):

                                                         

Common stock

    30,711       -       30,711       -       1,000  

 (f)

    1,000       31,711  

Additional paid-in capital

    12,079,074       -       12,079,074       -       12,139,000  

 (f)

    12,139,000       24,218,074  
      -       -       -       -       (1,475,319 )

 (i)

    (1,475,319 )     (1,475,319 )

Accumulated deficit

    (11,724,549 )     -       (11,724,549 )     -       -         -       (11,724,549 )

Members' equity

    -       6,641,993       6,641,993       -       1,740,035  

 (g)

    76,146       6,718,139  
                                      (1,663,889 )

 (b) (d)

               

Total stockholders' equity (deficit)

    385,236       6,641,993       7,027,229       -       10,740,827         10,740,827       17,768,056  
                                                           

Total liabilities and stockholder's equity

  $ 12,262,739     $ 12,320,818     $ 24,583,557     $ -     $ 10,740,827       $ 10,740,827     $ 35,324,384  

 

See accompanying notes to the unaudited pro forma condensed consolidated financial information

 

 

 

 

GREENBOX POS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in thousands, except per share data and in United States dollars, except where noted)

 

   

Year Ended December 31, 2020

   

Transaction Accounting Adjustments

         
                           

Reclassification

   

Pro Forma

     

Total

   

Pro Forma

 
   

GreenBox POS

   

Charge Savvy

   

Combining

   

 Adjustments

   

 Adjustments

     

 Adjustments

   

 Combined

 
                                                           

Net revenue

  $ 8,525,015     $ 43,485,295     $ 52,010,310     $ -     $ (303,974 )

 (h)

  $ (303,974 )   $ 51,706,336  

Cost of revenue

    4,825,587       27,403,121       32,228,708       -       (303,974 )

 (h)

    (303,974 )     31,924,734  
                                                           

Gross profit

    3,699,428       16,082,174       19,781,602       -       -         -       19,781,602  
                                                           

Operating expenses:

                                                         

Advertising and marketing

    93,868       20,856       114,724       -       -         -       114,724  

Research and development

    1,363,757       422,849       1,786,606       -       -         -       1,786,606  

Payroll and payroll taxes

    1,796,160       980,418       2,776,578       -       -         -       2,776,578  

Professional fees

    1,691,107       209,865       1,900,972       -       -         -       1,900,972  

General and administrative

    3,836,120       5,918,232       9,754,352       -       -         -       9,754,352  

Depreciation and amortization

    22,742       21,333       44,075       -       1,663,889  

 (b) (c)

    1,663,889       1,707,964  

Total operating expenses

    8,803,754       7,573,553       16,377,307       -       1,663,889         1,663,889       18,041,196  
                                                           

Income (Loss) from operations

    (5,104,326 )     8,508,621       3,404,295       -       (1,663,889 )       (1,663,889 )     1,740,406  
                                                           

Other income (expense):

                                                         

Interest expense - debt discount

    (359,493 )     -       (359,493 )     -       -         -       (359,493 )

Interest income or (expense)

    (1,149,677 )     (162,259 )     (1,311,936 )     -       -         -       (1,311,936 )

Derivative expense

    (641,366 )     -       (641,366 )     -       -         -       (641,366 )

Changes in fair value of derivative liability

    (383,769 )     -       (383,769 )     -       -         -       (383,769 )

Merchant fines and penalty income

    2,630,796       -       2,630,796       -       -         -       2,630,796  

Other income or expense

    455       35,666       36,121       -       -         -       36,121  

Total other expense, net

    96,946       (126,593 )     (29,647 )     -       -         -       (29,647 )
                                                           

Income (Loss) before provision for income taxes

    (5,007,380 )     8,382,028       3,374,648       -       (1,663,889 )       (1,663,889 )     1,710,759  
                                                           

Provision for income taxes

    -       -       -       -       -         -       -  
                                                           

Net income (loss)

  $ (5,007,380 )   $ 8,382,028     $ 3,374,648     $ -     $ (1,663,889 )     $ (1,663,889 )   $ 1,710,759  

 

See accompanying notes to the unaudited pro forma condensed consolidated financial information

 

 

 

 

Greenbox POS, Inc.

Notes to the Unaudited Pro Forma Consolidated Financial Information

(in thousands of United States Dollars, unless otherwise stated)

 

Note 1. Description of the Transaction

 

On July 13, 2021 (the “Closing Date”), GreenBox POS (the “Company”) entered into and closed on a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Charge Savvy LLC, an Illinois limited liability company (“Charge Savvy”), and Charge Savvy’s three members (collectively, the “Sellers”). As a result of the Purchase Agreement, the Company purchased all of Charge Savvy’s issued and outstanding membership interests from the Sellers and Charge Savvy became a wholly owned subsidiary of the Company. Although the Purchase Agreement is dated July 9th, it was entered into and closed on July 13th.The purchase price under the Purchase Agreement for the all-stock transaction consisted of 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) being issued and delivered to Sellers in proportion to the Sellers’ share of their membership interests in Charge Savvy.  The share price at issuance was $12.14.Charge Savvy is a global Fintech company that specializes on developing software and providing payment processing and point of sale services to the merchant services industry. Charge Savvy also owns an approximately 61,000 square foot office building located in Chicago, Illinois where it is headquartered.

 

Note 2. Basis of Pro Forma Presentation

 

The Acquisition was accounted for under the acquisition method of accounting. The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent third-party valuations that use information and assumptions provided by its management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition.

 

The pro forma adjustments and allocations of the preliminary business combination fair value have been presented in Note 4. Business Combination Fair Value and Allocation and are based in part on estimates of the fair value of assets acquired and liabilities assumed. Any change to the preliminary business combination fair value and allocation could materially affect the allocation of the purchase price to the assets and liabilities presented in the unaudited pro forma consolidated financial information.

 

The unaudited pro forma consolidated financial information included herein has been prepared by the Company pursuant to the rules and regulations of the SEC for the purposes of inclusion in Greenbox’s amended Current Report on Form 8-K/A prepared in connection with the acquisition of Charge Savvy. Certain information and disclosures normally included in financial statements prepared in accordance with US GAAP have been or omitted pursuant to such rules and regulations. The significant accounting policies used in preparing the unaudited pro forma consolidated financial information are set out in the Company’s consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 30, 2021.

 

 

 

 

Note 3. Pro Forma Adjustments

 

The unaudited pro forma consolidated balance sheet and statement of operations for the year ended December 31, 2020 have been adjusted to give effect to the Acquisition as if it had occurred on January 1, 2020 and include pro forma adjustments to:

 

(a)          Record land and building under purchase accounting under ASC 805. The land and building were valued at $75,000 and $1,285,000, respectively.

 

(b)          Recording of depreciation of building that was recorded under ASC 805 for the current year.         

 

(c)          Record intangible assets under purchase accounting under ASC 805.                                    

 

(d)          Recording of amortization of intangible assets recorded under ASC 805 for the current year.         

                                                                                 

(e)          Recording of goodwill under purchase accounting under ASC 805.       

                                                        

(f)          Issuances of 1,000,000 shares of Greenbox POS common stock to ChargeSavvy Members for the purchases of all members' interest of ChargeSavvy LLC.

 

(g)          Reflects the elimination of ChargeSavvy's historical members' equity balance.                           

 

(h)          Reflects the intercompany elimination of the impact of revenue and cost transactions between GreenBox and ChargeSavvy.                  

 

(i)          Reflects pro forma adjustments related to differences in net assets and liabilities between closing date of the acquisition and historical balance sheet date.

 

The unaudited pro forma consolidated balance sheet and statement of operations for the period ended March 31, 2021 have been adjusted to give effect to the Acquisition as if it had occurred on January 1, 2020 and include pro forma adjustments to:

 

(a)          Record land and building under purchase accounting under ASC 805. The land and building were valued at $75,000 and $1,285,000, respectively.                                                                                 

 

(b)          Recording of depreciation of building that was recorded under ASC 805 for the current period.

 

(c)          Record intangible assets under purchase accounting under ASC 805.                                             

 

(d)          Recording of amortization of intangible assets recorded under ASC 805 for the current period.         

 

(e)          Recording of goodwill under purchase accounting under ASC 805.                                    

 

(f)          Issuances of 1,000,000 shares of Greenbox POS common stock valued at $12.14 per share at the date of acquisition to ChargeSavvy Members for the purchases of all members' interest of ChargeSavvy LLC.                  

 

(g)          Reflects the elimination of ChargeSavvy's historical members' equity balance.                           

 

(h)          Reflects pro forma adjustments related to differences in net assets and liabilities between closing date of the acquisition and historical balance sheet date.                                                                        

 

(i)          Reflects the accrual of the transaction costs related to the Acquisition to record transaction costs related to the Acquisition of $51 million from other current liabilities as of March 31, 2021.                                    

 

(j)          Reflects prior period pro forma adjustments related to depreciation and amortization expense.         

 

 

 

 

Note 4. Preliminary Acquisition Accounting

 

The following table presents the purchase price consideration:

 

Common stock issued to Members(1)

  $ 12,140,000  

Purchase price consideration

  $ 12,140,000  

 

(1) The common stock component of the purchase price consideration is determined based on the following:

 

   

Shares

   

Per Share

   

Total

 

(1)Greenbox POS shares issued to Members

    1,000,000     $ 12.14     $ 12,140,000  

 

The following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Acquisition as of March 31, 2021, using currently available information:

 

Assets acquired

       

Cash and cash equivalents

  $ 1,485,006  

Accounts receivable

    24,655  

Inventory

    116,874  

Property and equipment

    141,717  

Land and building

    755,032  

Other Assets

    881,260  

Total assets acquired

    3,404,544  
         

Liabilities assumed

       

Accounts payable and accrued expenses

    229,352  

Merchant payables

    3,302,243  

Loan payable - EIDL

    146,026  

Total liabilities assumed

    3,677,621  
         

Net Assets Acquired

    (273,077 )
         

Total purchase price

  $ 12,140,000  
         

Total purchase price to be allocated

  $ 12,413,077  
         

Purchase price allocation:

       

Goodwill

  $ 3,653,409  

Business intellectual properties

    2,611,088  

Customer relationship

    5,543,612  

Land and building

    604,968  

Total purchase price allocated

  $ 12,413,077  

 

Preliminary identifiable intangible assets in the unaudited pro forma combined financial information consist of the following:

 

    Fair Value    

Estimated Weighted Average Amortization Period

 
   

 

         

Customer relationships

    5,543,612       5  

Technology

    2,611,088       5  

Total estimated acquired intangible assets

    8,154,700