The following discussion and analysis of financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. This discussion
contains forward-looking statements that involve risks, uncertainties, and
assumptions. See "Note Regarding Forward-Looking Statements." Our actual results
could differ materially from those anticipated in the forward-looking statements
as a result of certain factors discussed elsewhere in this report.
The following discussion and analysis of the Company's financial condition and
results of operations is based on the preparation of our financial statements in
accordance with U.S. generally accepted accounting principles. You should read
this discussion and analysis together with such financial statements and the
related notes thereto.
COVID-19 Considerations
The Company is subject to risks and uncertainties as a result of the COVID-19
pandemic. The extent of the impact of the COVID-19 pandemic on the Company's
business is highly uncertain and difficult to predict, as the responses that the
Company, other businesses and governments are taking continue to evolve.
Furthermore, capital markets and economies worldwide have also been negatively
impacted by the COVID-19 pandemic, and it is possible that the COVID-19 pandemic
could cause a local, national and/or global economic recession. Policymakers
around the globe have responded with fiscal policy actions to support the
economy as a whole, but it is presently unknown whether and to what extent
further fiscal actions will continue. The magnitude and overall effectiveness of
these actions remain uncertain.
The Company believes that its Mobile Banking revenues have been negatively
affected due to the reduction in customer spending, which negatively impacts the
amount of fees earned by the Company from its customers. The Company is also
currently experiencing a decline in revenues earned under the management
services agreement with The Matthews Group, as The Matthews Group's customer
orders have been negatively impacted by the effects of COVID-19. The severity of
the impact of the COVID-19 pandemic on the Company's business will continue to
depend on a number of factors, including, but not limited to, the duration and
severity of the pandemic and the extent and severity of the impact on the
Company's customers, service providers and suppliers, all of which are uncertain
and cannot be predicted. As of the date of issuance of the Company's financial
statements, the extent to which the COVID-19 pandemic may in the future
materially impact the Company's financial condition, liquidity or results of
operations is uncertain.
Inflation
Global inflation increased during 2021 and in 2022. The Russia Ukraine conflict
and other geopolitical conflicts, as well as related international response,
have exacerbated inflationary pressures, including causing increases in the
price for goods and services and global supply chain disruptions, which have
resulted and may continue to result in shortages in food products, materials and
services. Such shortages have resulted and may continue to result in
inflationary cost increases for labor, fuel, food products, materials and
services, and could continue to cause costs to increase as well as result in the
scarcity of certain materials. We cannot predict any future trends in the rate
of inflation or other negative economic factors or associated increases in our
operating costs and how that may impact our business. To the extent we are
unable to recover higher operating costs resulting from inflation or otherwise
mitigate the impact of such costs on our and their business, our revenues and
operating results could decrease, and our financial condition and results of
operations could be adversely affected.
1
Recent Events
On July 4, 2022, we entered a Memorandum of Understanding (the "MOU") for the
purpose of forming a strategic partnership between the Company and Nugen
Universe, LLC ("Nugen"), a corporation located in Wrightsville Beach, North
Carolina. Nugen seeks us to modify, create, or build a "private label" system
for Nugen, with an initial interest in our blinxPay technology and Bio-ID
verification system. Nugen paid us $50,000 at the date of the MOU signing and
during the period ended December 31, 2022, we delivered our obligations, and
recorded the $50,000 payment as Mobile banking technology revenue during the
period ended December 31, 2022. Nugen further agreed to pay the us a 5% ongoing
royalty for licensing the Company's blinxPay technology and Bio-ID verification
system. As of December 31, 2022, no royalties have been realized under the MOU.
On October 10, 2022, we entered into a License and Distributor Agreement
("License Agreement") with Nugen. The License Agreement became effective on
receipt of $200,000 in December 31, 2022 and extends through August 31, 2027.
The License Agreement grants Nugen a Worldwide license and distribution for our
blinxPay Close-Loop Virtual Wallet and blinxPay Open-Loop Visa Debit and all
hardware products of ours. Per the terms of the License Agreement, Nugen agrees
to pay us a one-time license payment of $1,000,000 for the right to market the
Company's products noted above, of which $200,000 was received by us in December
2022. The initial $200,000 has been recorded as deferred revenue in the
Condensed Consolidated Balance Sheet and will be amortized to Mobile banking
technology revenue over the remaining term of the License Agreement, which
expires on August 31, 2027. The remaining balance of $800,000 is scheduled to be
paid as outlined in the License Agreement. In addition to the one-time license
payment, Nugen agrees to pay a minimum monthly support fee plus 5% royalty from
all sales of products noted above. As of December 31, 2022, no royalty related
revenues have been realized under the License Agreement.
Results of Operations - Three months ended December 31, 2022, compared to three
months ended December 31, 2021
Revenues
Details of revenues are as follows:
Three Months Ended
December 31, Increase (Decrease)
2022 2021 $ %
Mobile banking technology $ 70,000 $ 23,000 $ 47,000 204.3
Other revenue, management fee -
related party 37,000 58,000 (21,000 ) (36.2 )
Total Revenues $ 107,000 $ 81,000 $ 26,000 32.1
• Mobile banking technology
Mobile Banking Technology revenues include products such as the Company's Blinx
On-Off™ prepaid toggle Card and its Open Loop/Close Loop System and Bio ID Card
Platform. Mobile Banking Technology uses web-based mobile technology to offer
financial cardholders the very best technology in conducting secure financial
transactions in real time, protecting personal identity, and financial account
security. Mobile Banking Technology revenues for the three months ended December
31, 2022, and 2021 were $70,000 and $23,000, respectively. The increase in
Mobile Banking Technology revenues was related to a development contract of the
Company's blinxPay product that concluded during the period ended December 31,
2022. No similar sale occurred during the same period of the prior year.
• Other revenue, management fee - related party
On December 31, 2015, the Company sold all of its assets of its Barcode
Technology, which was comprised solely of its intellectual property, to The
Matthews Group, a related party. The Company subsequently entered into a
management services agreement with The Matthews Group to manage all facets of
the barcode technology operations through June 30, 2022. The Company earns a fee
of 35% of all revenues billed up to December 31, 2022, and recognizes management
fee revenue as services are performed. For the three months ended December 31,
2022 and 2021, revenue earned from the management services agreement was $37,000
and $58,000, respectively.
2
Cost of Revenue
Cost of revenue for the three months ended December 31, 2022 and 2021 totaled
$48,000 and $48,000, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended December
31, 2022 and 2021 totaled $209,000 and $165,000, respectively. The increase in
general and administrative expenses was primarily due to increased legal and
professional fees as compared to the same period of the prior year.
Other Income (Expenses)
On October 22, 2021, the Company was notified that its PPP loan forgiveness
applications totaling $118,000 were approved. No similar activity occurred in
the current year period.
Interest expense for the three months ended December 31, 2022 and 2021, was
$122,000 and $109,000, respectively. The increase was due to the increase in our
notes payable balance.
Net Loss
We had a net loss of $272,000 for the three months ended December 31, 2022,
compared to a net loss of $123,000 for the three months ended December 31, 2021.
Results of Operations - Six months ended December 31, 2022, compared to six
months ended December 31, 2021
Revenues
Details of revenues are as follows:
Six Months Ended
December 31, Increase (Decrease)
2022 2021 $ %
Mobile banking technology $ 90,000 $ 47,000 $ 43,000 91.5
Other revenue, management fee -
related party 118,000 150,000 (32,000 ) (21.3 )
Total Revenues $ 108,000 $ 197,000 $ 11,000 5.6
• Mobile banking technology
Mobile Banking Technology revenues include products such as the Company's Blinx
On-Off™ prepaid toggle Card and its Open Loop/Close Loop System and Bio ID Card
Platform. Mobile Banking Technology uses web-based mobile technology to offer
financial cardholders the very best technology in conducting secure financial
transactions in real time, protecting personal identity, and financial account
security. Mobile Banking Technology revenues for the six months ended December
31, 2022, and 2021 were $90,000 and $47,000, respectively. The increase in
Mobile Banking Technology revenues was related to a development contract of the
Company's blinxPay product that concluded during the period ended December 31,
2022. No similar sale occurred during the same period of the prior year.
• Other revenue, management fee - related party
On December 31, 2015, the Company sold all of its assets of its Barcode
Technology, which was comprised solely of its intellectual property, to The
Matthews Group, a related party. The Company subsequently entered into a
management services agreement with The Matthews Group to manage all facets of
the barcode technology operations through June 30, 2022. The Company earns a fee
of 35% of all revenues billed up to June 30, 2023, and recognizes management fee
revenue as services are performed. For the six months ended December 31, 2022
and 2021, revenue earned from the management services agreement was $118,000 and
$150,000, respectively.
3
Cost of Revenue
Cost of revenue for the six months ended December 31, 2022 and 2021 totaled
$98,000 and $98,000, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the six months ended December
31, 2022 and 2021 totaled $451,000 and $355,000, respectively. The increase in
general and administrative expenses was primarily due to increased legal and
professional fees as compared to the same period of the prior year.
Other Income (Expenses)
On October 22, 2021, the Company was notified that its PPP loan forgiveness
applications totaling $118,000 were approved. No similar activity occurred in
the current year period.
Interest expense for the six months ended December 31, 2022 and 2021, was
$242,000 and $217,000, respectively. The increase was due to the increase in our
notes payable balance.
Net Loss
We had a net loss of $583,000 for the six months ended December 31, 2022,
compared to a net loss of $355,000 for the six months ended December 31, 2021.
Liquidity and Capital Resources
Our cash balance on December 31, 2022 increased to $183,000 as compared to
$66,000 on June 30, 2022. The increase was the result of the $234,000 cash
provided by financing activities offset by $117,000 cash used in operating
activities. Net cash used in operations during the six months ended December 31,
2022, was $117,000, compared with $319,000 of net cash used in operations during
the same period of the prior year. Cash used in operations during the six months
ended December 31, 2022, was primarily from our net loss of $583,000, and
general net increases to our working capital accounts of $224,000, offset by
interest accrued on notes payable of $242,000.
The accompanying Condensed Consolidated Financial Statements have been prepared
assuming the Company will continue as a going concern, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business. During the six months ended December 31, 2022, the Company incurred a
loss of $583,000 and used cash in operating activities of $117,000, and at
December 31, 2022, the Company had a stockholders' deficiency of $8,019,000. In
addition, as of December 31, 2022, the Company is in default on $753,000 of its
convertible and notes payable. These factors, among others, raise substantial
doubt about our ability to continue as a going concern within one year of the
date that the financial statements are issued. In addition, the Company's
independent registered public accounting firm, in its report on our June 30,
2022 financial statements, has raised substantial doubt about the Company's
ability to continue as a going concern. The Company's financial statements do
not include any adjustments that might result from the outcome of this
uncertainty be necessary should we be unable to continue as a going concern.
The Company believes its cash and forecasted cash flow from operations will not
be sufficient to continue operations through fiscal 2023 without continued
external investment. The Company believes it will require additional funds to
continue its operations through fiscal 2023 and to continue to develop its
existing projects and plans to raise such funds by finding additional investors
to purchase the Company's securities, generating sufficient sales revenue,
implementing dramatic cost reductions or any combination thereof. There is no
assurance that the Company can be successful in raising such funds, generating
the necessary sales or reducing major costs. Further, if the Company is
successful in raising such funds from sales of equity securities, the terms of
these sales may cause significant dilution to existing holders of common stock.
4
The Company has traditionally been dependent on The Matthews Group, LLC, a
related party, for its financial support. The Matthews Group is owned 50% by Van
Tran, the Company's CEO/Executive Chair and a director, and 50% by Lawrence J.
Johanns, a significant Company stockholder.
Convertible notes and notes payable
Convertible and notes payable includes principal and accrued interest and
consist of the following at December 31, 2022 and June 30, 2022:
December 31, June 30,
2022 2022
(a) Unsecured convertible notes ($20,000 and
$20,000 in default) $ 65,000 $ 64,000
(b) Notes payable (in default) 466,000 458,000
(c) Notes payable (in default) 29,000 28,000
Total notes-third parties $ 560,000 $ 550,000(a) The notes are unsecured, convertible into common stock at amounts ranging
from $0.08 to $0.30 per share, bear interest at rates ranging from 5% to 8% per
annum, were due through 2011 and are in default or due on demand.
At June 30, 2022, convertible notes totaled $64,000. During the six months ended
December 31, 2022, interest of $1,000 was added to the principal resulting in a
balance owed of $65,000 at December 31, 2022. On December 31, 2022, $20,000 of
the convertible notes were in default and convertible at a conversion price of
$0.30 per share into 67,952 shares of the Company's common stock. The balance of
$45,000 is due on demand and convertible at a conversion price of $0.08 per
share into 558,049 shares of the Company's common stock.
(b) The notes are either secured by the Company's intellectual property or
unsecured and bear interest ranging from 6.5% to 10% per annum, were due in
2012, and are in default.
At June 30, 2022, the notes totaled $458,000. During the six months ended
December 31, 2022, interest of $8,000 was added to principal resulting in a
balance owed of $466,000 at December 31, 2022. At December 31, 2022, $420,000 of
notes are secured by the Company's intellectual property and $46,000 of notes
are unsecured.
(c) The notes are unsecured and bear interest of 4% per annum and were due on
March 17, 2020 and are in default.
At June 30, 2022, the notes totaled $28,000. During the six months ended
December 31, 2022, interest of $1,000 was added to the principal resulting in a
balance owed of $29,000 at December 31, 2022.
Convertible notes and notes payable-related parties
Convertible and notes payable-related parties include principal and accrued
interest and consist of the following at December 31, 2022 and June 30, 2022:
December 31, June 30,
2022 2022
(a) Convertible notes-The Matthews Group $ 1,912,000 $ 1,855,000
(b) Notes payable-The Matthews Group 4,580,000 4,177,000
(c) Convertible notes-other related parties
($238,000 and $233,000 in default) 327,000 321,000
Total notes-related parties $ 6,819,000 $ 6,353,000
5
(a) The notes are unsecured, convertible into common stock at $0.08 per share,
bear interest at rates ranging from 8% to 10% per annum, and are due on demand.
The Matthews Group is a related party (see Note 6) and is owned 50% by Ms. Van
Tran, the Company's CEO, and 50% by Larry Johanns, a significant shareholder of
the Company. At June 30, 2022, convertible notes due to The Matthews Group
totaled $1,855,000. During the six months ended December 31, 2022, $57,000 of
interest was added to principal, resulting in a balance payable of $1,912,000 at
December 31, 2022. At December 31, 2022, the notes are convertible at a
conversion price of $0.08 per share into 23,905,862 shares of the Company's
common stock.
(b) The notes are unsecured, accrue interest at 10% per annum, and are due on
demand. The notes were issued relating to a management services agreement with
The Matthews Group (see Note 6) dated December 31, 2015. At June 30, 2022, notes
due to The Matthews Group totaled $4,177,000. During the six months ended
December 31, 2022, $234,000 of notes payable were issued and interest of
$169,000 was added to principal, resulting in a balance owed of $4,580,000 at
December 31, 2022.
(c) The notes are due to a current and a former director, are unsecured,
convertible into common stock at per share amounts ranging from $0.08 to $0.30,
and bear interest at rates ranging from 8% to 10% per annum.
At June 30, 2022, convertible notes due to other related parties totaled
$321,000. During the six months ended December 31, 2022, interest of $6,000 was
added to principal resulting in a balance owed of $327,000 at December 31, 2022.
At December 31, 2022, $238,000 of the notes were due in 2010 and are in default,
and the balance of $89,000 is due on demand. At December 31, 2022, $238,000 of
the notes are convertible at a conversion price of $0.30 per share into 792,081
shares of the Company's common stock, and $89,000 of the notes are convertible
at a conversion price of $0.08 per share into 1,120,050 shares of the Company's
common stock.
Commitments and Contractual Obligations
The Company leases its corporate office building from Ms. Tran, our chief
executive officer, on a month-to-month basis, for $4,000 per month. The
corporate office is located at 2445 Winnetka Avenue North, Golden Valley,
Minnesota.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of
operations are based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, management evaluates its estimates, including
those related to impairment of long-lived assets, including finite lived
intangible assets, accrued liabilities, fair value of warrant derivatives and
certain expenses. We base our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ materially from these estimates under different
assumptions or conditions.
6
Our significant accounting policies are more fully described in Note 1 to our
financial statements. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, and expenses, and the related
disclosures of contingent assets and liabilities. Actual results could differ
from those estimates under different assumptions or conditions.
Revenue Recognition
Revenues for the Company are classified into mobile banking technology and
management fee revenue.
a. Mobile Banking Revenue
The Company, as a merchant payment processor and a distributor, recognizes
revenue from transaction fees charged to cardholders for the use of its issued
mobile debit cards. The fees are recognized on a monthly basis after all
cardholder transactions have been summarized and reconciled with third party
processors.
b. Other revenue, management fee - related party
On December 31, 2015, the Company sold all of its assets of its Barcode
Technology comprised solely of its intellectual property to The Matthews Group
and entered into a management services agreement with The Matthews Group to
manage all facets of the barcode technology operations, on behalf of The
Matthews Group, through June 30, 2023. The Company earned a fee of 35% of all
revenues billed up to December 31, 2022.
Recently Issued Accounting Standards
See Footnote 1 of the condensed consolidated financial statements for a
discussion of recently issued accounting standards.
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VERITEC, INC. 
