The following discussion should be read and evaluated in conjunction with the condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q (this "Report") and the Risk Factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 (the "Annual Report") and in Part II, Item 1A of this Report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
As used in this Report, unless the context otherwise indicates, the references
to "we", "us," "our" or the "Company" refers to
This Report and other written or oral statements made from time to time by us may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can sometimes identify forward looking-statements by our use of the words "believes," "anticipates," "expects," "intends," "plans," "forecast," "guidance" and similar expressions. Some of the statements we use in this report contain forward-looking statements concerning our business operations, economic performance and financial condition, including in particular: our business strategy and means to implement the strategy? measures of future results of operations, such as revenue, expenses, operating margins, and earnings per share? other operating metrics such as shares outstanding and capital expenditures? our success and timing in developing and introducing new products or services and expanding our business, including with respect to joint ventures? the successful integration of future acquisitions; our future responses to and any future impact of novel coronavirus COVID-19 ("COVID-19"); and the potential Merger between the Company andMullen Automotive and the related transactions, including the Divestiture. Although we believe that the plans and expectations reflected in or suggested by our forward-looking statements are reasonable, those statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, many of which are beyond our control, cannot be foreseen and reflect future business decisions that are subject to change. Accordingly, we cannot guarantee you that our plans and expectations will be achieved. Our actual results, including actual revenues, revenue growth rates and margins, other results of operations and shareholder values, could differ materially from those anticipated in our forward-looking statements as a result of known and unknown factors, many of which are beyond our ability to predict or control. These factors include, but are not limited to, those set forth in Part II, Item 1A - Risk Factors of this Report and in our Annual Report, those set forth elsewhere in this report and those set forth in our press releases, reports and other filings made with theSEC , including under "Cautionary Note Regarding Forward-looking Statements" in the Company's Current Report on Form 8-K filed onMay 14, 2021 , as amended. In particular, these statements also depend on the duration, severity, and evolution of the COVID-19 pandemic and related risks, and its effect on our business, financial condition, results of operations and cash flows.
These cautionary statements qualify all of our forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements.
Our forward-looking statements speak only as of the date they are made and should not be relied upon as representing our plans and expectations as of any subsequent date. While we may elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to publicly release the results of any revisions to our forward-looking statements. Company OverviewNet Element is a global technology and value-added solutions group that supports electronic payments acceptance in a multi-channel environment including point-of- sale (POS), ecommerce and mobile devices. The Company operates two business segments as a provider of North American Transaction Solutions and International Transaction Solutions. We offer a broad range of payment acceptance and transaction processing services that enable merchants of all sizes to accept and process over 100 different payment options in more than 120 currencies, including credit, debit, prepaid and alternative payments. We also provide merchants with value-added services and technologies including integrated payment technologies, POS solutions, fraud management, information solutions and analytical tools. We are differentiated by our technology-centered value-added service offerings built around our payments ecosystem and our diversified business model, which enables us to provide our varied customer base with a broad range of transaction-processing services from a single source across numerous channels and geographic markets. We believe these capabilities provide several competitive advantages that will enable us to continue to penetrate our existing customer base with complementary new services, win new customers, develop new sales channels and enter new markets. We believe these competitive advantages include: ? Our ability to provide competitive products through use of proprietary technologies?
? Our ability to provide in one package a range of services that traditionally
had to be sourced from different vendors?
? Our ability to provide a single agnostic on-boarding and merchant management
platform to our indirect non-bank sales force ("
? Our ability to provide management and optimization tools to our
amongst multiple networks and platforms? ? Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise? and
? Our ability to capture and analyze data across the transaction processing
value chain and use that data to provide value-added services that are
differentiated from those offered by pure-play vendors that serve only one
portion of the transaction processing value chain (such as only merchant
acquiring or POS). We have operations and offices located withinthe United States ("U.S.") (domestic) and outside of theU.S. (international) where sales, customer service and/or administrative personnel are based. ThroughU.S. based subsidiaries, we generate revenues from transactional services, valued-added payment services and technologies that we provide to SMBs. Through wholly owned subsidiaries, we focus on transactional services, mobile payment transactions, online payment transactions, value-added payment services and technologies in selected international markets. Our business is characterized by transaction related fees, multi-year contracts, and a diverse client base, which allows us to grow alongside our clients. Our multi-year contracts allow us to achieve a high level of recurring revenues with the same clients. While the contracts typically do not specify fixed revenues to be realized thereunder, they do provide a framework for revenues to be generated based on volume of services provided during such contracts' term. 21
--------------------------------------------------------------------------------
Table of Contents
Products and Services Information
Our broad suite of services spans the entire transaction processing value chain of commerce enabling services and technologies and includes a range of front-end customer-facing solutions, as well as back-end support services and account reconciliation. We deliver our value-added solutions from a suite of proprietary technology products, software, cloud-based applications, processing services, fraud management offerings, and customer support programs that we configure to meet our client's individual needs. Many of our payment solutions are technology-enabled in that they incorporate or are incorporated into innovative, technology-driven solutions, including enterprise software solutions, designed to enable merchants to better manage their businesses. Integrated and Vertical Markets. Our integrated and vertical market solutions provide advanced payments technology that is deeply integrated into business enterprise software solutions either owned by us or by our partners. We grow our business when new merchants implement our enterprise software solutions and when new or existing merchants enable payments services through enterprise software solutions sold by us or by our partners. Our primary technology-enabled solutions include integrated and vertical markets, ecommerce and multi-channel solutions, each as described below:
? Unified Payments - doing business as Unified Payments, we provide businesses
of all sizes and types throughout
fully- integrated payment acceptance solutions, value-added POS and business
process management services? ? PayOnline - through our subsidiary, PayOnline Systems ("PayOnline"), we provide a wide range of value-added online solutions in the selected
international markets utilizing our fully-integrated, agnostic electronic
commerce platform that simplifies complex enterprise online transaction
processing challenges from payment acceptance and processing through risk
prevention and payment security via point-to-point encryption and tokenization
solutions?
? Pay-Travel - integrated payment processing solutions to the travel industry,
which includes integrations with various Global Distribution Systems ("GDS")
such as Amadeus®, Galileo®, Sabre®, additional geo filters and passenger name
record (PNR) through Pay-Travel service offered by PayOnline?
? Aptito POS Platform - an integrated POS platform developed on Apple's® iOS and
Android® mobile operating systems for the hospitality, retail, service and on
the go industries. Our goal with Aptito is to create an easy to use POS and
business management solution, which incorporates everything a small business
needs to help streamline every-day management, operations and payment acceptance?
? Restoactive - utilizing Aptito POS Platform architecture, we have developed
and launched Restoactive, which seamlessly plugs into a current restaurant
environment through integrations with some of the biggest POS and restaurant
management platforms available on the market today?
? Unified m-POS - mobile POS application makes accepting payments on the go easy
and secure. Mobile application is EMV-compliant, accepts traditional and
contactless transactions such as Apple Pay®. Unified m-POS application is
available for download in
? Zero Pay - zero-fee payment acceptance program for SMB merchants in the United
States. Zero Pay program saves merchants costs involved in accepting credit
and debit cards using mobile POS?
? Netevia - our internally developed future-ready multi-channel payments and
merchant management platform. Connecting and simplifying payments across sales
channels through a single integration point, Netevia delivers end-to-end
payment processing through easy-to-use APIs. The Netevia platform is the core
of the company's technology stack;
? Blade - our internally developed, proprietary, fully automated, artificial
intelligence powered underwriting solution with predictive scoring. Built for
underwriting and on-boarding of new merchants, reducing potential risks and
decision-making time while improving the customer experience;
? Netevia Mastercard for SMB - The Netevia Mastercard®, powered by Aliaswire's
patented technology, is part of a unique platform that combines efficient and
low-cost payment processing with the ability to save money on credit and debit
card payment acceptance fees. Recent Developments The unprecedented and rapid spread of COVID-19 as well as the shelter-in place orders, promotion of social distancing measures, restrictions to businesses deemed non-essential, and travel restrictions implemented throughoutthe United States have significantly impacted the restaurant and hospitality industries. As a result, the Company's revenues, which are largely tied to processing volumes in these verticals, were materially impacted beginning in the final two weeks ofMarch 2020 . Since the last quarter endedDecember 31, 2020 , the Company has seen a significant recovery in its end-to-end payment volumes as some merchants began resuming their normal operations. While end-to-end volumes for the three months endedMarch 31, 2021 have exceeded those for both the three months endedMarch 31, 2020 and the three months endedDecember 31, 2020 , the ultimate impact that the COVID-19 pandemic will have on the Company's consolidated results of operations in future periods remains uncertain and will depend on future developments, which are continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the COVID-19 pandemic, its severity, the emergence and severity of its variants, the availability and the efficacy of vaccines (particularly with respect to emerging strains of the virus), other protective actions taken to contain the virus or treat its impact, such as restrictions on travel and transportation, and how quickly and to what extent normal economic and operating conditions can resume. The Company will continue to evaluate the nature and extent of these potential impacts to its business, consolidated results of operations, and liquidity. DuringMarch 2020 , our Company evaluated its liquidity position, future operating plans, and its labor force, which included a reduction in the labor force and compensation to executives and other employees, in order to maintain current payment processing functions, capabilities, and continued customer service to its merchants. We are also seeking sources of capital to pay our contractual obligations as they come due, in light of these uncertain times. Management believes that its operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing. At this time, due to the unprecedented and rapid spread of COVID-19 pandemic, we cannot predict the impact of these conditions on our ability to obtain financing necessary for the Company to fund its future working capital requirements. Our Company has also decided to explore strategic alternatives and potential options for its business, including sale of the Company or certain assets, licensing of technology, spin-offs, or a business combination. Accordingly, the Company has entered into a merger agreement in connection with the contemplated merger withMullen Automotive and certain related transactions, including a divestiture of the Company's existing business operations. See "-Recent Developments-Mullen Merger and Related Transactions" for additional information. There can be no assurance, at this time, regarding the eventual outcome of our planned strategic alternatives, including the Merger and the related transactions. Over the past year, we have taken initiatives to help minimize the risks to our business and protect our shareholders. Our management team's experience during the 2008 financial crisis is proving to be very valuable in dealing with the current crisis. Our entire staff is fully committed and working diligently to support our merchants through these difficult times. Most of our merchants have contactless payment acceptance capabilities through their POS solutions, as well as, e-commerce and mobile contactless payment acceptance capabilities to eliminate the need for physical payments to help reduce the spread of the virus. The following initiatives, including an extensive business continuity plan, have been implemented: Risk Management: ? Enhanced risk controls and safeguards have been put in place for merchants that sell products with an extended delivery time frame, products paid in advance, catering, ticketing, transportation and travel related merchants ? For those employees that will be working from home, we have implemented a "remote work" policy and provided employees with the technology necessary to do so ? For those employees that require office attendance, we are taking significant steps to ensure seamless service delivery while safeguarding employees health Contactless Payments: ? Most of our merchants have contactless payment acceptance capabilities through their POS devices from equipment manufacturers such as PAX, Poynt and Verifone which are fully integrated into Netevia and Aptito platforms ? We launched an initiative to deploy contactless payment acceptance equipment to merchants that don't currently have it ? Mobile contactless payment acceptance is available through our Unified mPOS App which can be downloaded fromApple's App Store andMarch 27, 2020 , our Company entered into a Master Exchange Agreement, (the "ESOUSA Agreement") withESOUSA Holdings, LLC ("ESOUSA"), a related party. Prior to entering into the ESOUSA Agreement, ESOUSA agreed to acquire an existing promissory note that had been previously issued by the Company, of up to$2,000,000 in principal amount outstanding and unpaid interest due toRBL Capital Group, LLC ("RBL"). Pursuant to the ESOUSA Agreement, the Company had the right, at any time prior toMarch 27, 2021 , to request ESOUSA, and ESOUSA agreed upon each such request, to exchange this promissory note in tranches on the dates when the Company instructs ESOUSA, for such number of shares of the Company's common stock ("Common Stock") as determined under the ESOUSA Agreement based upon the number of shares of Common Stock (already in ESOUSA's possession) that ESOUSA sold in order to finance its purchase of such tranche of the promissory note from RBL. ESOUSA will purchase each tranche of the promissory note equal to 88% of the gross proceeds from the shares of Common Stock sold by ESOUSA to finance the purchase of such exchange amount from RBL. Each such tranche shall be$148,000 unless otherwise agreed to by the Company and ESOUSA. OnApril 23, 2020 andAugust 3, 2020 , the Company entered into certain amendments to the ESOUSA Agreement, which together increased from$2,000,000 to$15,000,000 the principal amount and unpaid interest of one or more promissory notes of the Company or its direct or indirect subsidiaries that ESOUSA either purchased in whole or has an irrevocable right to purchase in tranches from RBL in connection with the ESOUSA Agreement. OnMay 7, 2020 , the Company entered into a promissory note (the "Note") evidencing an unsecured loan (the "Loan") in the amount of$491,493 made to the Company under the Paycheck Protection Program (the "PPP"). The Note matures onMay 7, 2022 and bears interest at a rate of 1% per annum. BeginningDecember 7, 2020 , the Company is required to make 17 monthly payments of principal and interest, with the principal component of each such payment based upon the level amortization of principal over a two-year period fromMay 7, 2020 . Pursuant to the terms of the CARES Act and the PPP, the Company may apply to the Lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness is based on the amount of Loan proceeds used by the Company (during the eight-week period after the Lender makes the first disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. OnMay 9, 2021 , our Company was informed by theSmall Business Administration that the loan forgiveness application was approved. The Company will reverse the amount due and reflect it as other income in the next reporting period.
OnAugust 4, 2020 , the Company entered into an Agreement and Plan of Merger withMullen Technologies, Inc. , aCalifornia corporation ("Mullen"), andMullen Acquisition, Inc. , aCalifornia corporation and wholly owned subsidiary of the Company ("Merger Sub"), which was amended onDecember 29, 2020 ,March 30, 2021 andApril 30, 2021 (as amended, the "Original Merger Agreement"). Pursuant to, and on the terms and subject to the conditions of, the Original Merger Agreement, Merger Sub was to be merged with and into Mullen, with Mullen continuing as the surviving corporation in such merger. OnMay 14, 2021 , the Company entered into the Restated Merger Agreement (the "Restated Merger Agreement") with Mullen, Merger Sub andMullen Automotive . Pursuant to, and on the terms and subject to the conditions of, the Restated Merger Agreement, Merger Sub will be merged with and intoMullen Automotive (the "Merger"), withMullen Automotive continuing as the surviving corporation in the Merger. As was contemplated by the Original Merger Agreement, onAugust 11, 2020 , the Company as lender, entered into an unsecured Promissory Note, datedAugust 11, 2020 (the "Note"), with Mullen. Pursuant to the Note, Mullen borrowed from the Company$500,000 . Prior to maturity of the loan, the principal amount of the loan will carry an interest rate of 14% per annum compounded monthly and payable upon demand. This loan will mature on the earlier of (i) the date that the merger agreement is terminated for any reason by any party thereto and (ii) the Merger effective time. In addition, pursuant to the Original Merger Agreement, the Company, Mullen and Merger Sub agreed that, if the registration statement on Form S-4 (with the merger proxy statement included as part of the prospectus) was not filed withU.S. Securities and Exchange Commission (the "SEC") on or prior toJanuary 15, 2021 , then Mullen would pay the Company an agreed sum of$13,333 per day (the "Late Fee") until the such registration statement (with the merger proxy statement included as part of the prospectus) is filed with theSEC . All accumulated Late Fees will be due and payable by Mullen on the 5th day of each calendar month commencingFebruary 5, 2021 and on the 5th day of each month thereafter until the above-refenced filing has occurred. The Form S-4 registration statement was filed onMay 14, 2021 .
At
OnMay 12, 2021 , (i) Mullen assigned and transferred toMullen Automotive all of its electric vehicle business related assets, business and operations, andMullen Automotive assumed certain debt and liabilities of Mullen. Prior to the effective time of the Merger, Mullen is contemplating a spin off, via share dividend, of all of the capital stock ofMullen Automotive to the stockholders of Mullen as of the effective date of such spin off. After such spin off and immediately prior to the effective time of the Merger, the capital structure (including its issued and outstanding common and preferred stock) ofMullen Automotive shall mirror the capital structure of Mullen. Accordingly, the Restated Merger Agreement amends, restates and replaces in its entirety the Original Merger Agreement. The parties to the Restated Merger Agreement intend that the number of shares of the Company's common stock outstanding immediately after the Merger effective time on a fully diluted and fully converted basis will not exceed 75,000,000, with 15% of such common stock outstanding immediately after the Merger effective time on a fully diluted and fully converted basis to be allocated to the persons that hold shares of the Company common stock immediately prior to the Merger effective time (subject to upward adjustment described below). The Company andMullen Automotive may agree that the Company may raise additional capital beyond the Net Cash Position (as defined below). In such event,Mullen Automotive and its pre-Merger shareholders shall solely absorb all of the dilution from such additional capital raise beyond the Net Cash Position for purposes of allocating ownership between the Company pre-Merger stockholders, on the one hand, and all other parties, on the other hand. The parties to the Restated Merger Agreement intend that, prior to the Merger effective time but, subject to and after the Company's stockholders' approval, the Company will divest itself of its existing business operations to another party, and will cause such party to assume all liabilities of the Company directly related to its operations of its existing business immediately prior to the closing of such divestiture (the "Divestiture"). The consummation of the Merger is subject to (i) the Merger and the shares of Company common stock to be issued in connection with the Merger and other transactions contemplated by the Restated Merger Agreement being approved and authorized for the listing on Nasdaq and (ii) the Company's and its subsidiaries aggregate cash and cash equivalents plus amounts lent by the Company toMullen Automotive pursuant to the Restated Merger Agreement less accounts payable and debt (exclusive of unfunded warrant proceeds) is$10,000,000 less legal fees as set forth in the Restated Merger Agreement, the Late Fees,$500,000 previously lent by the Company to Mullen together with all accrued interested thereon (the "Net Cash Position"). The parties to the Restated Merger Agreement intend that the Company will effect a private placement of the Company common stock prior to the Merger Effective Time (the "Private Placement") in order to raise sufficient capital for the Net Cash Position. The parties to the Restated Merger Agreement agreed thatMullen Automotive will pay the Late Fee as set forth in the Original Merger Agreement. The Form S-4 registration statement was filed onMay 14, 2021 . Consummation of the Merger, the Divestiture, the Private Placement and the other transactions contemplated in the Restated Merger Agreement, is subject to customary conditions including, among others, the approval of the Company's stockholders. There is no guarantee that the Merger, the Divestiture, the Private Placement or the other transactions contemplated in the Restated Merger Agreement will be completed. For additional information, see the Company's Current Report on Form 8-K filed onMay 14, 2021 . 22 --------------------------------------------------------------------------------
Our Mission and Vision
Our mission is to power global commerce and allow our clients to conduct business globally through a centralized solution. We believe that understanding consumer behavior and the needs of our merchants is the most effective and, ultimately, the most profitable means to accomplish our mission and create long-term value for all stakeholders.
We drive client growth through our in-depth knowledge of global transactional services and related value-added service offerings which separate us from the competition. Our vision is to set the standard for multi-channel payments acceptance and value-added service offerings with focus on the creation of a unified global transaction acceptance ecosystem. We believe in disruptive emerging technologies and, as such, we have developed Netevia, our future-ready multi-channel payments platform to support development of value-added solutions designed for everyday commerce. Moving forward, we believe exciting projects and disruptive technologies like biometric payments and artificial intelligence will provide us the opportunity to continue developing innovative payments solutions, which will provide value to our clients. In order to achieve this vision, we seek to further develop single on-boarding, global transaction acceptance ecosystem. Manifesting this vision requires scaling our direct and indirect connectivity to multiple payment and mobile networks internationally. By implementing this vision, we believe that we will be able to provide centralized, global multi-channel transactional platform to our clients internationally. 23
--------------------------------------------------------------------------------
Table of Contents Our Strategy Subject to the potential Merger between the Company andMullen Automotive and the related transactions, including the Divestiture, our strategy is to capitalize on consumer appetite for digital payment methods, the perceived movement towards a cashless society. To continue to grow our business, our strategy is to focus on providing merchants with the ability to process a variety of electronic transactions across multiple channels. We seek to leverage the adoption of and transition to card, electronic and digital-based payments by expanding our market share through our distribution channels and services innovations. We also seek growth through strategic acquisitions to improve our offerings, scale and geography. We intend to continue to invest in and leverage our technology infrastructure and our people to increase our penetration in existing markets.
Key elements of our business strategy include:
? Continued investment in our core technology and new technology offerings?
? Allocation of resources and expertise to grow in commerce and payments segments? ? Grow and control distribution by adding new merchants and partners? ? Leverage technology and operational advantages throughout our global footprint? ? Expansion of our cardholder and subscriber customer base? ? Continue to develop seamless multinational solutions for our clients? ? Increase monetization while creating value for our clients? ? Focus on continued improvement and operation excellence? and
? Pursue potential domestic and international acquisitions of, investments in,
and alliances with companies that have high growth potential, significant
market presence or key technological capabilities. With our existing infrastructure and supplier relationships, we believe that we can accommodate expected revenue growth. We believe that our available capacity and infrastructure will allow us to take advantage of operational efficiencies and increased margin as we grow our processing volume and expand to other geographical territories. Market Overview The financial technology and transaction processing industry is an integral part of today's worldwide financial structure. The industry is continually evolving, driven in large part by technological advances. The benefits of card-based payments allow merchants to access a broader universe of consumers, enjoy faster settlement times and reduce transaction errors. By using credit or debit cards, consumers are able to make purchases more conveniently, whether in person, over the Internet, or by mail, fax or telephone, while gaining the benefit of loyalty programs, such as frequent flyer miles or cash back, which are increasingly being offered by credit or debit card issuers. In addition, consumers are also beginning to use card-based and other electronic payment methods for purchases at an earlier age in life, and increasingly for small dollar amount purchases. Given these advantages of card-based payment systems to merchants and consumers, favorable demographic trends, and the resulting proliferation of credit and debit card usage, we believe businesses will increasingly seek to accept card-based payment systems in order to remain competitive. We believe that cash transactions are becoming progressively obsolete. The proliferation of bankcards has made the acceptance of bankcard payments a virtual necessity for many businesses, regardless of size, in order to remain competitive. In addition, the advent and growth of e-commerce and crypto-currencies have marked a significant new trend in the way business is being conducted. E-commerce is dependent upon credit and debit cards, as well as other cashless payment processing methods. The payment processing industry continues to evolve rapidly, based on the application of new technology and changing customer needs. We intend to continue to evolve with the market to provide the necessary technological advances to meet the ever-changing needs of our market place. Traditional players in the industry must quickly adapt to the changing environment or be left behind in the competitive landscape. In most respects, the uncertainty surrounding the COVID-19 pandemic makes it difficult to be able to quantify or qualify the longer-term ramifications on our business and our merchants. See "-Recent Developments" for additional information relating to the impact of the COVID-19 pandemic. 24
--------------------------------------------------------------------------------
Table of Contents Business Segments We operate two reportable business operating segments: (i) North American Transaction Solutions and (ii) International Transaction Solutions. Our segments are designed to establish lines of businesses that support our client base and further globalize our solutions. Management determines the reportable segments based on the internal reporting used by our Chief Operating Decision Maker to evaluate performance and to assess where to allocate resources. The principal revenue stream for all segments comes from service and transaction related fees.
North American Transaction Solutions
North American Transaction Solutions is currently our largest segment, where through our subsidiaryTOT Payments, LLC , doing business as Unified Payments, we provide businesses of all sizes and types with a wide range of fully-integrated payment acceptance solutions at the point of sale, including Merchant Acquiring, e-commerce, mobile commerce, POS and other business solutions. Our largest service in this segment is Merchant Acquiring, which facilitates the acceptance of cashless transactions at the POS, whether a retail transaction at a physical business location, a mobile commerce transaction through a mobile or tablet device, which includes m-POS acceptance, Android Pay™, Apple Pay™ and Samsung Pay or an electronic commerce transaction over the web. Geographical presence for this segment isNorth America .
International Transaction Solutions
Through our subsidiary, PayOnline, we provide a wide range of value-added online and mobile solutions utilizing our fully-integrated, platform agnostic electronic commerce offering that simplifies complex enterprise online transaction processing challenges from payment acceptance and processing through risk prevention and payment security via point-to-point encryption and tokenization solutions. Our proprietary SaaS suite of solutions for electronic and mobile commerce gateway and payment processing platform is compliant at Level 1 of PCI DSS, streamlines the order-to-cash process, improves electronic payment acceptance and reduces the scope of burden of PCI DSS compliance. PayOnline holds a potential leadership position in theRussian Federation as one of the largest independent Internet Payment Services Providers ("IPSP"). Segment Summary Information The following tables present financial information of the Company's reportable segments at and for the three months endedMarch 31, 2021 and 2020. The "corporate and eliminations" column includes corporate expenses and intercompany eliminations for consolidated purposes. North American International Transaction Transaction Corp Exp & Three months ended March 31, 2021 Solutions Solutions Eliminations Total Net revenues$ 22,891,309 $ 894,037 $ -$ 23,785,346 Cost of revenues 20,123,147 663,298 - 20,786,445 Gross Margin 2,768,162 230,739 - 2,998,901 Gross margin % 12 % 26 % - 13 % Selling, general and administrative 809,262 264,607 837,981 1,911,850 Non-cash compensation - - 11,258 11,258 Provision for bad debt 694,060 618 - 694,678 Depreciation and amortization 733,970 1,708 - 735,678 Interest expense 356,281 - - 356,281 Gain on disposition (13,500 ) (13,500 ) Other expense (income) 10,653 (1,993 ) (996,425 ) (987,766 ) Net income (loss) for segment$ 177,436 $ (34,201 )$ 147,186 $ 290,422 Goodwill 6,671,750 1,009,436 - 7,681,186 Other segment assets 20,223,296 386,150 - 20,609,446 Total segment assets$ 26,895,046 $ 1,395,586 $ -$ 28,290,632 North American International Transaction Transaction Corp Exp & Three months ended March 31, 2020 Solutions Solutions Eliminations Total Net revenues$ 15,159,081 $ 683,486 $ -$ 15,842,567 Cost of revenues 12,824,669 476,136 - 13,300,805 Gross Margin 2,304,622 378,328 - 2,541,762 Gross margin % 15 % 55 % - 16 % Selling, general and administrative 869,943 410,975 1,038,993 2,319,911 Non-cash compensation - - 38,400 38,400 Provision for bad debt 443,263 (485 ) - 442,778 Depreciation and amortization 771,242 8,201 - 779,443 Interest expense 348,414 - - 348,414 Other income - (9,740 ) - (9,740 )
Net income (loss) for segment
6,671,750 1,009,436 - 7,681,186 Other segment assets 11,867,373 413,785 - 12,281,158 Total segment assets$ 18,539,123 $ 1,423,221 $ -$ 19,962,344 25
--------------------------------------------------------------------------------
Table of Contents
Results of Operations for the Three Months Ended
We reported a net income attributable to common stockholders of approximately$0.3 million or$0.05 per share income for the three months endedMarch 31, 2021 as compared to a net loss of approximately$1.4 million or$0.33 per share loss for the three months endedMarch 31, 2020 . The decrease in net loss attributable to stockholders of approximately$1.7 million was primarily due to an increase in net revenues and approximately$1.0 million in late fees owed by Mullen. The following tables set forth our sources of revenues, cost of revenues and the respective gross margins for the three months endedMarch 31, 2021 and 2020. Three Three Months Ended Months Ended Increase / Source of Revenues March 31, 2021 Mix March 31, 2020 Mix (Decrease) North American Transaction Solutions$ 22,891,309 96.2 %$ 15,159,081 95.7 %$ 7,732,228 International Transaction Solutions 894,037 3.8 % 683,486 4.3 % 210,551 Total$ 23,785,346 100.0 %$ 15,842,567 100.0 %$ 7,942,779 Three Three Months Ended % of Months Ended % of Increase / Cost of Revenues March 31, 2021 revenues March 31, 2020 revenues (Decrease) North American Transaction Solutions$ 20,123,147 87.9 %$ 12,824,669 84.6 %$ 7,298,478 International Transaction Solutions 663,298 74.2 % 476,136 69.7 % 187,162 Total$ 20,786,445 87.4 %$ 13,300,805 84.0 %$ 7,485,640 Three Three Months Ended % of Months Ended % of Increase / Gross Margin March 31, 2021 revenues March 31, 2020 revenues (Decrease) North American Transaction Solutions$ 2,768,162 12.1 %$ 2,334,412 15.4 %$ 433,750 International Transaction Solutions 230,739 25.8 % 207,350 30.3 % 23,389 Total$ 2,998,901 12.6 %$ 2,541,762 16.0 %$ 457,139 Net revenues consist primarily of service fees from transaction processing. Net revenues were approximately$23.8 million and$15.8 for the three months endedMarch 31, 2021 and 2020, respectively. The Company's revenues, which are largely tied to processing volumes were materially impacted beginning in the final two weeks ofMarch 2020 . Since the last quarter endedDecember 31, 2020 , the Company has seen a significant recovery in its end-to-end payment volumes as some merchants began resuming their normal operations. 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 three months endedMarch 31, 2021 were approximately$20.8 million as compared to approximately$13.3 million for the three months endedMarch 31, 2020 . The increase in cost of revenues was primarily due to the increase in net revenues. The gross margin for the three months endedMarch 31, 2021 was approximately$3.0 million , or 12.6% of net revenues, as compared to approximately$2.5 million , or 16.0% of net revenues, for the three months endedMarch 31, 2020 . The primary reason for the decrease in the overall gross margin percentage was primarily the result of the competitive pressure in our industry and a large wholesale client converting their merchant processing relationship to our platform. Our wholesale platform generally provides for lower margins compared to our other products and services. 26
--------------------------------------------------------------------------------
Table of Contents Operating Expenses Analysis: Operating expenses were approximately$3.4 million for the three months endedMarch 31, 2021 , as compared to$3.6 million for three months endedMarch 31, 2020 . Operating expenses for the three months endedMarch 31, 2021 primarily consisted of selling, general and administrative expenses of approximately$1.9 million , bad debt expense of approximately$700,000 and depreciation and amortization expense of approximately$736,000 . Operating expenses for the three months endedMarch 31, 2020 primarily consisted of selling, general and administrative expenses of approximately$2.3 million , bad debt expense of approximately$443,000 , and depreciation and amortization expense of approximately$779,000 . The net decrease was primarily due to the reduction of compensation of certain employees, consultants, and executives of the Company.
The components of our selling, general and administrative expenses are reflected in the tables below.
Selling, general and administrative expenses for the three months endedMarch 31, 2021 and 2020 consisted of operating expenses not otherwise delineated in our Condensed Consolidated Statements of Operations and Comprehensive Loss, as follows:
© Edgar Online, source