UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 


FORM 8-K

 

CURRENT REPORT

 

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

 

Date of report (Date of earliest event reported) March 30, 2020

 


Net Element, Inc.

 

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

001-34887

 

90-1025599

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

         
   3363 NE 163rd Street, Suite 705, North Miami Beach, FL       33160  
  (Address of Principal Executive Offices) (Zip Code)  
       
 

(305) 507-8808

 
 

(Registrants telephone number, including area code)

 
     
 

Not Applicable

 
 

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

 
 

 

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

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

NETE

The Nasdaq Stock Market, LLC (Nasdaq Capital Market)

 

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

 

Emerging growth company            ☐

   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 


 

 

 

 

Item 2.02  Results of Operations and Financial Condition.

 

On March 30, 2020, Net Element, Inc. issued a press release announcing its financial results for its fiscal year ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1   Press Release dated March 30 ,2020

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  March 30, 2020

 

 

NET ELEMENT, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jeffrey Ginsberg

 

 

Name:  Jeffrey Ginsberg

 

 

Title:    Chief Financial Officer

 

 

3

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release dated March 30, 2020.

  

4

Exhibit 99.1

  

Net Element Reports Fourth Quarter and Full Year 2019 Financial Results

 

 

MIAMI, March 30, 2020 - Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a global technology and value-added solutions group that supports electronic payments acceptance in a multi-channel environment including point-of-sale (“POS”), e-commerce and mobile devices, today reports its financial results for the fourth quarter and the calendar year ended December 31, 2019.

 

2019 Full Year Financial Results

 

 

Total transaction processing volume of $3.67 billion, an increase of 10.2% compared with $3.33 billion in 2018

 

Net revenue of  $65.0 million, a decrease of 1.2% as compared to $65.8 million in 2018

 

Gross margin of $10.3 million, an increase of 1.0% as compared to $10.2 million in 2018

 

Operating expenses were $15.9 million, an increase of 9.4% as compared to $14.5 million in 2018

 

Net loss per share increased to ($1.60), an increase of 25.2%  as compared to ($1.28) in 2018 primarily due to non-cash compensation expense and the impact of the Goodwill impairment charge

 

Fourth Quarter 2019 Financial Results

 

 

Total transaction processing volume increased 10.4% to $973.4 million, as compared to $881.8 million for the same comparable period

 

Net revenue increased 3.7% to $16.7 million as compared to $16.1 million for the same comparable period

  Revenue from value added services increased 61.5% to $0.84 million from $0.52 million for the same comparable period
 

North American Transactions Solutions revenue increased 3.9% to $15.8 million as compared to $15.2 million for the same comparable period

 

International Transaction Solutions revenue decreased 4.3% to $0.89 million as compared to $0.93 million for the same comparable period

 

Operating expenses decreased 2.8% to $3.5 million as compared to $3.6 million for the same comparable period

 

Gross margin decreased 12.6% to $2.16 million as compared to $2.47 million for the same comparable period in 2018 due to an increase in processing costs

 

Net loss per share increased to ($0.67) as compared to ($0.39) for the same comparable period

 

"While the current COVID-19 pandemic is affecting us and the industries we serve, we are focused on executing on strategies that will benefit the Company, our clients, sales partners and shareholders over the long-term,” commented Oleg Firer, CEO of Net Element.  “We believe that our platform is now more important than ever for our merchants during these turbulent times as it allows them to accept payments in a multi-channel environment including online and contactless payments.”

 

The outbreak of the novel COVID-19 coronavirus

 

While Net Element’s annual results focus on its fiscal year ended December 31, 2019, the Company is actively monitoring and responding to the rapidly developing worldwide situation regarding the outbreak and continuing spread of the novel coronavirus (“COVID-19”).

The World Health Organization declared the COVID-19 outbreak as a pandemic, as the virus has continued to expand globally, with many countries and jurisdictions declaring state of emergencies and implementing public safety actions in an attempt to contain further spread.  The Company has taken commensurate actions outlined by U.S health agencies, as well as, complying with country-specific mandates.

 

We are unable to accurately predict the impact that COVID-19 will have on our results of operations, due to uncertainties including the ultimate geographic spread of the virus within and outside of the United States, the severity of the disease, the duration of the outbreak, and actions that may be taken by governmental authorities to contain COVID-19 or to treat its impact. However, while it is premature to accurately predict the ultimate impact of these developments, we expect our results for the quarter ending March 31, 2020 to be adversely impacted with potential continuing adverse impacts beyond March 31, 2020.

 

Results of Operations for the Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018

 

We reported a net loss attributable to common stockholders of approximately $6.5 million or ($1.60) loss per share for the year ended December 31, 2019 as compared to a net loss of approximately $4.9 million or ($1.28) loss per share for the year ended December 31, 2018. This resulted in an increase in net loss attributable to stockholders of approximately 31% primarily due to an increase in non-cash compensation of approximately $1.9 million, an impairment of Goodwill relating to our International Transaction Solutions segment of approximately $1.3 million as compared to $636,000 in the prior year, an increase in amortization expense of approximately $700,000 from the comparable prior period, and an increase in interest expense of approximately $300,000 from the comparable prior period, which was off-set by a decrease in bad debt expense of approximately $800,000, and an increase in other income of approximately $700,000.

 

The following table sets forth our sources of revenues, cost of revenues and gross margins for the years ended December 31, 2019 and 2018.

 

   

Twelve

           

Twelve

                 
   

Months Ended

           

Months Ended

           

Increase /

 

Source of Revenues

 

December 31, 2019

   

Mix

   

December 31, 2018

   

Mix

   

(Decrease)

 

North American Transaction Solutions

  $ 61,778,002       95.0 %   $ 59,138,552       89.9 %   $ 2,639,450  

International Transaction Solutions

    3,221,609       5.0 %     6,648,265       10.1 %     (3,426,656 )

Total

  $ 64,999,611       100.0 %   $ 65,786,817       100.0 %   $ (787,206 )

 

   

Twelve

           

Twelve

                 
   

Months Ended

   

% of

   

Months Ended

   

% of

   

Increase /

 

Cost of Revenues

 

December 31, 2019

   

revenues

   

December 31, 2018

   

revenues

   

(Decrease)

 

North American Transaction Solutions

  $ 52,395,752       84.8 %   $ 50,545,759       85.5 %   $ 1,849,993  

International Transaction Solutions

    2,325,958       72.2 %     5,071,412       76.3 %     (2,745,454 )

Total

  $ 54,721,710       84.2 %   $ 55,617,171       84.5 %   $ (895,461 )

 

 

   

Twelve

           

Twelve

                 
   

Months Ended

   

% of

   

Months Ended

   

% of

   

Increase /

 

Gross Margin

 

December 31, 2019

   

revenues

   

December 31, 2018

   

revenues

   

(Decrease)

 

North American Transaction Solutions

  $ 9,382,250       15.2 %   $ 8,592,793       14.5 %   $ 789,457  

International Transaction Solutions

    895,651       27.8 %     1,576,853       23.7 %     (681,202 )

Total

  $ 10,277,901       15.8 %   $ 10,169,646       15.5 %   $ 108,255  

 

Net revenues consist primarily of service fees from transaction processing. Net revenues were approximately $65.0 million for the year ended December 31, 2019 as compared to approximately $65.8 million for the year ended December 31, 2018. The decrease in net revenues was primarily related to our International Transaction Solutions segment which experienced competition, certain economic challenges, and the loss of a major customer. In addition, growth in our North American Transaction Solutions segment was offset by the wind- down of certain merchant categories due to the industry-wide changes for enhanced card association and sponsoring compliance.

 

Cost of revenues represents direct costs of generating revenues, including commissions, mobile operator fees, interchange expense, processing and non-processing fees. Cost of revenues for the year ended December 31, 2019 were approximately $54.7 million as compared to approximately $55.6 million for the year ended December 31, 2018. The decrease in cost of revenues in 2019 as compared to 2018 of approximately $0.9 million was primarily driven by the reorganization of assignments from our International Transaction Solutions segment due to economic challenges facing this segment.

 

Gross Margin for the year ended December 31, 2019 was approximately $10.3 million, or 15.8% of net revenue, as compared to approximately $10.2 million, or 15.5% of net revenue, for the year ended December 31, 2018. The primary reason for the increase in the gross margin percentage was the result of North American Transaction Solutions segment processing of transactions utilizing our self-designated BIN/ICA and further acceptance of value-added services by the merchants, and an increase in merchants boarded.

 

Operating Expenses Analysis:

 

Total operating expenses were approximately $15.8 million for the year ended December 31, 2019, as compared to total operating expenses of approximately $14.5 million for the year ended December 31, 2018. Total operating expenses for the year ended December 31, 2019 consisted of selling, general and administrative expenses of approximately $9.3 million, non-cash compensation of approximately $2.1 million, bad debt expense of approximately $1.4 million, and depreciation and amortization expense of approximately $3.1 million. For the year ended December 31, 2018, total operating expenses consisted of general and administrative expenses of approximately $9.8 million, non-cash compensation of approximately $100,000, bad debt expense of approximately $2.1 million, and depreciation and amortization expense of approximately $2.5 million.

 

The components of our selling, general and administrative expenses are reflected in the table below.

 

Selling, general and administrative expenses for the years ended December 31, 2019 and 2018 consisted of operating expenses not otherwise delineated in the accompanying audited consolidated statements of operations and comprehensive loss, as follows:

 

Twelve months ended December 31, 2019

                               
                                 

Category

 

North American Transaction Solutions

   

International Transaction Solutions

   

Corporate Expenses & Eliminations

   

Total

 

Salaries, benefits, taxes and contractor payments

  $ 1,230,858     $ 516,737     $ 3,021,665     $ 4,769,260  

Professional fees

    520,019       259,349       1,607,185       2,386,553  

Rent

    -       80,107       221,987       302,094  

Business development

    226,633       1,747       44,452       272,832  

Travel expense

    133,300       46,403       105,422       285,125  

Filing fees

    -       -       103,760       103,760  

Transaction gains

    -       (61,200 )     -       (61,200 )

Office expenses

    302,764       23,981       64,897       391,642  

Communications expenses

    151,033       199,862       84,651       435,546  

Insurance expense

    -       -       150,408       150,408  

Other expenses

    22,804       10,308       272,652       305,764  

Total

  $ 2,587,411     $ 1,077,294     $ 5,677,079     $ 9,341,784  

 

 

Twelve months ended December 31, 2018

                               
                                 

Category

 

North American Transaction Solutions

   

International Transaction Solutions

   

Corporate Expenses & Eliminations

   

Total

 

Salaries, benefits, taxes and contractor payments

  $ 1,431,806     $ 1,205,885     $ 2,760,334     $ 5,398,025  

Professional fees

    350,100       346,084       1,556,497       2,252,681  

Rent

    -       90,456       204,143       294,599  

Business development

    134,862       4,636       14,961       154,459  

Travel expense

    151,098       12,789       138,316       302,203  

Filing fees

    -       -       49,339       49,339  

Transaction losses

    -       94,573       -       94,573  

Office expenses

    307,593       35,646       51,997       395,236  

Communications expenses

    112,510       162,444       107,475       382,429  

Insurance expense

    -       -       136,643       136,643  

Other expenses

    2,842       18,244       277,415       298,501  

Total

  $ 2,490,811     $ 1,970,757     $ 5,297,120     $ 9,758,688  

 

 

Variance

                               
                                 

Category

 

North American Transaction Solutions

   

International Transaction Solutions

   

Corporate Expenses & Eliminations

   

Total

 

Salaries, benefits, taxes and contractor payments

  $ (200,948 )   $ (689,148 )   $ 261,331     $ (628,765 )

Professional fees

    169,919       (86,735 )     50,688       133,872  

Rent

    -       (10,349 )     17,844       7,495  

Business development

    91,771       (2,889 )     29,491       118,373  

Travel expense

    (17,798 )     33,614       (32,894 )     (17,078 )

Filing fees

    -       -       54,421       54,421  

Transaction gains

    -       (155,773 )     -       (155,773 )

Office expenses

    (4,829 )     (11,665 )     12,900       (3,594 )

Communications expenses

    38,523       37,418       (22,824 )     53,117  

Insurance expense

    -       -       13,765       13,765  

Other income

    19,962       (7,936 )     (4,763 )     7,263  

Total

  $ 96,600     $ (893,463 )   $ 379,959     $ (416,904 )

 

The total decrease of approximately $400,000 in selling, general and administrative expenses for the year ended December 31, 2019 as compared to the prior year was primarily due to the Company’s continued monitoring of operations and the labor costs necessary to maintain or increase revenues, and the reorganization of assignments in the International Transaction Solutions segment, which resulted in a decrease of approximately $900,000. These objectives were also responsible for the decrease of approximately $600,000 in salaries and contractor expense associated with the consolidated operations.

 

Reconciliation of Non-GAAP Financial Measures and Regulation G Disclosure

 

To supplement its consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company provides additional measures of its operating results by disclosing its adjusted net loss attributable to Net Element, Inc. stockholders. Adjusted net loss attributable to Net Element stockholders is calculated as net loss attributable to Net Element stockholders excluding non-cash share-based compensation and other non-operating, non-recurring items. Net Element discloses this amount on an aggregate and per share basis. These measures meet the definition of non-GAAP financial measures. The Company believes that application of these non-GAAP financial measures is appropriate to enhance the understanding by the Company’s investors of its historical performance through the use of a metric that seeks to normalize period-to-period earnings. A reconciliation of these non-GAAP financial measures with the comparable financial measures calculated in accordance with GAAP for the year ended December 31, 2019, and December 31, 2018 is presented in the following tables.

 

 

  GAAP  

  Share-based Compensation  

 Impairment Charge Relating to Goodwill 

  Adjusted Non-GAAP  

Twelve Months Ended December 31, 2019

 

 

 

 

Net loss attributable to Net Element Inc. stockholders

 $                (6,458,382)

 $                  2,050,862

 $                  1,326,566

 $                (3,080,954)

Basic and diluted loss per share

 $                         (1.60)

 $                           0.52

 $                           0.34

 $                         (0.73)

Basic and diluted shares used in computing loss per share

                     4,041,957

 

 

                     4,053,062

Twelve Months Ended December 31, 2018

 

 

 

 

Net loss attributable to Net Element Inc. stockholders

 $                (4,936,182)

 $                     142,017

 $                     636,000

 $                (4,158,165)

Basic and diluted loss per share

 $                         (1.28)

 $                           0.04

 $                           0.16

 $                         (1.08)

Basic and diluted shares used in computing loss per share

                     3,868,324

 

 

                     3,868,324

 

Use of Non-GAAP Financial Measures

Non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP measures exclude significant expenses that are required by GAAP to be recorded in the Company's financial statements and are subject to inherent limitations.

 

About Net Element

Net Element, Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise ("SME") in the U.S. and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services using blockchain technology solutions and Aptito, our cloud-based, restaurant and retail point-of-sale solution. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions. Net Element was ranked as one of the fastest growing companies in North America on Deloitte's 2017 Technology Fast 500™. In 2017 we were recognized by South Florida Business Journal's as one of 2016's fastest growing technology companies. Further information is available at www.NetElement.com.

 

Forward-Looking Statements

 

Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential," and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to whether the Company will be successful in executing strategies that will benefit the Company, its clients, sales partners and shareholders; what the ultimate impact of the COVID-19 pandemic will have on the Company and its  operations, whether the Company will achieve further growth or achieve its goals and when the Company will reach profitability. Additional examples of such risks and uncertainties include, but are not limited to (i) Net Element's ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element's ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element's ability to successfully expand in existing markets and enter new markets; (iv) Net Element's ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element's business; (viii) changes in government licensing and regulation that may adversely affect Net Element's business; (ix) the risk that changes in consumer behavior could adversely affect Net Element's business; (x) Net Element's ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia and; Net Element's ability (or inability) to continue as a going concern. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

 

Contact:

Net Element, Inc.

Tel. +1 (786) 923-0502

Media@NetElement.com

www.netelement.com