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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