General Overview
As used in this current report and unless otherwise indicated, the terms "we",
"us" and "our" mean nDivision, Inc.
nDivision Inc. ("nDivision" or the "Company") was incorporated under the laws of
the state of Nevada. nDivision's registered office is located at 7301 N. State
Highway 161, Suite 100, Irving, TX, 75039. The Company provides managed IT
services and project-based professional services in the information technology
industry, selling its services directly to customers and through global service
providers (GSP). The Company operates in most states of the United States of
America.
In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread
of COVID-19 around the world has caused significant volatility in U.S. and
international markets. There is significant uncertainty around the breadth and
duration of business disruptions related to COVID-19, as well as its impact on
the U.S. and international economies and, as such, the Company has transition
its operations to 100% work from home and there has been minimal impact to our
internal operations from the transition. The Company is unable to determine if
there will be a material future impact to its customers' operations and
ultimately an impact to the Company's overall revenues.
Results of Operations
The following summary of the Company's operations should be read in conjunction
with its unaudited condensed consolidated financial statements for the three
months ended March 31, 2021 and 2020, which are included herein.
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
March 31,
2021 2020 Change
Revenue $ 1,377,454 $ 1,666,890 $ (289,436 )
Cost of revenue 1,142,023 1,020,152 121,871
Operating expenses 1,370,594 735,953 634,641
Other (expenses) income 113,025 30,047 82,978
Net loss $ (1,248,188 ) $ (119,262 ) $ (1,128,926 )
Revenues decreased by $289,436 or 17% compared with the same period last year.
Revenue increased by approximately $205,400 from new customers and an increase
of approximately $71,800 of new, non-recurring revenue, which was offset by
approximately $228,000 loss of customers and $338,700 due to changes in services
or devices. The loss of customers were non-renewed contracts, including one
contract that was terminated per their agreement for customer convenience and
effectively terminated on March 31, 2020; approximately $41,700 of monthly
recurring revenue.
Cost of revenue includes system infrastructure, software licenses, wages and
related payroll taxes and employee benefits of the engineers providing direct
services to our customers. There is a component of these costs that are
recurring and fixed to provide our minimum service level as a managed service
provider. Cost of revenue increased by $121,871 or 12% compared with the same
period last year. The increase was related to the addition of three service
employees in 2020 and converting two contract laborers to employees in the
second quarter of 2020 to support recurring contracts and additional direct
expenses incurred including annual service personnel salary increases. This was
offset by the decrease in depreciation for fully depreciated assets. Gross
profit decreased by $411,307 and the gross margin decreased by approximately
22%. This was caused by the lower than expected revenue and the additional costs
incurred from the new service employees, professional services cost and increase
is MSP costs.
Operating expenses increased by $634,641 or 70% compared with the same period
last year. There was an increase for a new marketing campaign, compensation for
a new Chief Revenue Officer and the addition of two new sales directors, sales
commissions, and consulting fees, increased stock compensation expense which was
partially offset by decreases in travel, depreciation, and other general
expenses. The Company's management is continuing to control operating expenses
while also implementing management growth strategies.
The Company incurred a net loss of $1,248,188 and $119,261 for the three months
ended March 31, 2021 and March 31, 2020, respectively. The increase in the net
loss is primarily related to the increase in operating expenses and lower profit
margins.
Liquidity and Capital Resources
Working Capital
As at As at
March 31, 2021 December 31, 2020
Current assets $ 2,449,372 $ 2,459,189
Current liabilities $ 2,371,081 $ 2,160,942
Working capital $ 78,291 $ 298,247
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Cash Flows
Three Months Ended March 31,
2021 2020
Cash flows used in operating activities $ (824,039 ) $ (198,893 )
Cash flows used in investing activities (14,302 ) (15,154 )
Cash flows provided by (used in) financing
activities 753,104 (64,714 )
Net decrease in cash during period $ (85,237 ) $ (278,761 )
At March 31, 2021, the Company had cash of $1,721,369 or a decrease of $85,237
from the December 31, 2020 cash balance. Cash flow used in operating activities
was $824,039 for the three months ended March 31, 2021. The decrease is
primarily related to increased net loss sustained during the quarter. At March
31, 2021 and December 31, 2020 deferred revenue was $702,803 and $870,184,
respectively.
Net cash used in investing activities for the three months ended March 31, 2021
and 2020 was $14,302 and $15,154, respectively. For the period ended March 31,
2021 the use of cash was primarily due to the repayment of debt related to the
acquisition of equipment and software licenses.
Net cash flows provided by financing activities for the three months ended March
31, 2021 was $753,104 compared to net cash flows used in financing activities of
$64,714 in the three months ended March 31, 2020. The increase is primarily
related to the issuance of notes payable of $785,000 net of repayment of the
finance lease obligations.
Management intends to finance operating costs over the next twelve months from
the date of the issuance of these unaudited condensed consolidated financial
statements with existing cash on hand, projected operations and short-term debt
from the factoring of receivables. Management believes the cash flow from
operations and cash on hand will be sufficient to finance operations over the
next twelve months.
In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread
of COVID-19 around the world has caused significant volatility in U.S. and
international markets. There is significant uncertainty around the breadth and
duration of business disruptions related to COVID-19, as well as its impact on
the U.S. and international economies and, as such, the Company has transition
its operations to 100% work from home and there has been minimal impact to our
internal operations from the transition. The Company is unable to determine if
there will be a material future impact to its customers' operations and
ultimately an impact to the Company's overall revenues.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations
are based on our unaudited condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America (GAAP). The preparation of these unaudited
condensed consolidated financial statements requires us 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
on-going basis, we evaluate these estimates, including those related to bad
debts, intangible assets, and litigation. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of certain assets and liabilities. Actual
results may differ from these estimates under different assumptions or
conditions.
We have identified below the accounting policies, related to what we believe are
most critical to our business operations and are discussed throughout
Management's Discussion and Analysis of Financial Condition or Plan of Operation
where such policies affect our reported and expected financial results.
Revenue Recognition
For revenue recognition arrangements that we determine are within the scope of
Topic ASC 606, we perform the following five steps: (i) identify the contract(s)
with a customer, (ii) identify the performance obligations in the contract,
(iii) determine the transaction price, (iv) allocate the transaction price to
the performance obligations in the contract, and (v) recognize revenue when (or
as) the entity satisfies a performance obligation. We only apply the five-step
model to arrangements that meet the definition of a contract under Topic 606,
including when it is probable that the entity will collect the consideration it
is entitled to in exchange for the goods or services it transfers to the
customer. At contract inception, once the contract is determined to be within
the scope of Topic 606, we evaluate the goods or services promised within each
contract related performance obligation and assess whether each promised good or
service is distinct. We then recognize as revenue the amount of the transaction
price that is allocated to the respective performance obligation when (or as)
the performance obligation is satisfied.
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The Company recognizes revenue upon completion of our performance obligations or
expiration of the contractual time to use services such as professional service
hours purchased in bulk for a given time period. Any early termination fees are
recognized in the period the contract is terminated and the termination invoice
is paid.
The Company has elected the following practical expedients in applying ASC 606:
Unsatisfied Performance Obligations - all performance obligations relate to
contracts with a duration of less than one year, the Company has elected to
apply the optional exemption provided in ASC 606 and therefore, is not required
to disclose the aggregate amount of the transaction price allocated to
performance obligations that are unsatisfied or partially unsatisfied at the end
of the reporting period.
Contract Costs - all incremental customer contract acquisition costs are
expensed as they are incurred as the amortization period of the asset that the
Company otherwise would have recognized is one year or less in duration.
Sales Tax Exclusion from the Transaction Price - the Company excludes from the
measurement of the transaction price all taxes assessed by a governmental
authority that are both imposed on and concurrent with a specific
revenue-producing transaction and collected by the Company from the customer.
Accounts Receivable
Accounts receivable are stated at the amounts management expects to collect. An
allowance for doubtful accounts is recorded, as a charge to bad debt expense,
where collection is considered to be doubtful due to credit issues. These
allowances together reflect the Company's estimate of potential losses inherent
in accounts receivable balances, based on historical loss and known factors
impacting its customers. The Company recorded an allowance for doubtful accounts
of $10,000 and $26,000 as of March 31, 2021 and December 31, 2020, respectively.
The Company does not accrue interest on past due receivables.
Intangible Assets
Customer contracts acquired were recorded at their estimated fair value at the
date of acquisition and are being amortized over their estimated useful life of
five years using the straight-line method.
Impairment of Long-lived Assets
The Company records an impairment of long-lived assets used in operations, other
than goodwill, when events or circumstances indicate that the asset might be
impaired and the estimated undiscounted cash flows to be generated by those
assets over their remaining lives are less than the carrying amount of those
items. The net carrying value of assets not recoverable is reduced to fair
value, which is typically calculated using the discounted cash flow method. The
Company did not record any impairment during the three months ended March 31,
2021.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other
(Topic 350): Simplifying the Test for Goodwill Impairment". The update
simplifies how an entity is required to test goodwill for impairment by
eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill
impairment loss by comparing the implied fair value of a reporting unit's
goodwill with the carrying amount. The new rules were effective for the Company
in the first quarter of 2021. The Company determined that the adoption of this
ASU had no impact on its consolidated financial statements.
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New Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses
("ASC 326"), authoritative guidance amending how entities will measure credit
losses for most financial assets and certain other instruments that are not
measured at fair value through net income. The guidance requires the application
of a current expected credit loss model, which is a new impairment model based
on expected losses. The new guidance is effective for interim and annual
reporting periods beginning after December 15, 2022. The Company is currently
evaluating the impact of the new guidance on its consolidated financial
statements and related disclosures.
In August 2020, the FASB issued ASU 2020-06-Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's
Own Equity, which simplifies the guidance for certain convertible debt
instruments by removing the separation models for convertible debt with a cash
conversion feature or convertible instruments with a beneficial conversion
feature. As a result, convertible debt instruments will be reported as a single
liability instrument with no separate accounting for embedded conversion
features. Additionally, ASU 2020-06 requires the application of the if-converted
method for calculating diluted earnings per share and the treasury stock method
will be no longer available. The provisions of ASU 2020-06 are applicable for
fiscal years beginning after December 15, 2021, with early adoption permitted no
earlier than fiscal years beginning after December 15, 2020. The Company expects
the primary impacts of this new standard will be to increase the carrying value
of its Convertible Debt and reduce its reported interest expense. In addition,
the Company will be required to use the if-converted method for calculating
diluted earnings per share. The Company is currently evaluating the impact the
adoption of this standard will have on its condensed consolidated financial
statements.
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