XML 25 R7.htm IDEA: XBRL DOCUMENT v3.8.0.1
Business Organization, Liquidity and Going Concern
12 Months Ended
Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business Organization, Liquidity and Going Concern

NOTE 1 – BUSINESS ORGANIZATION, LIQUIDITY AND GOING CONCERN

 

Business Organization

 

Long Blockchain Corp., (formerly known as Long Island Iced Tea Corp.) a Delaware corporation (“LBCC”), was formed on December 23, 2014. LBCC is the parent of Long Island Brand Beverages LLC (“LIBB”) (its operating subsidiary) and Cullen Agricultural Holding Corp. (“Cullen”) (collectively the “Company”).

 

Overview

 

Since May 27, 2015, the Company’s operations have consisted principally of a beverage business, focused on serving the ready-to-drink segment of the market. On December 21, 2017, the Company announced that it was expanding its attention to include the exploration of, and investment in, opportunities that leverage the benefits of blockchain technology. The Company changed its name from “Long Island Iced Tea Corp.” to “Long Blockchain Corp.” and reserved the web domain www.longblockchain.com. The Company also changed its trading symbol from “LTEA” to “LBCC” in connection with this name change. At such time, the Company announced that it would continue to operate the beverage business.

 

On February 20, 2018, in connection with the pivot of the Company’s operation toward Blockchain, Mr. Philip Thomas, the Company’s President and Chief Executive Officer (“CEO”) resigned and simultaneously, the Company’s board of directors appointed Mr. Shamyl Malik, who was appointed to the Company’s Board of Directors during December 2017, as CEO. The Company announced that it would seek to spin out the beverage business to the Company’s shareholders (“Beverage Spin Out”). On February 12, 2018, in connection with the Beverage Spin Out, the Company formed Long Island Iced Tea Corp., a Delaware corporation. Further, the board of directors appointed three members of its board to provide oversight of the beverage operations (“Beverage Committee”). From this date until the consummation of the Beverage Spin Out, Mr. Thomas, under the direction of the Beverage Committee, shall provide day to day operational control and management of the beverage business.

 

The Blockchain Business

 

On December 21, 2017, the Company announced that it was expanding its attention to include the exploration of, and investment in, opportunities that leverage the benefits of blockchain technology.

 

The Company’s management has been pursuing and evaluating investments, ventures, alliances and other strategic relationships in the blockchain space. On March 15, 2018, LBCC entered into an agreement to acquire the outstanding shares of Hashcove Limited, an early stage UK-based technology company focused on developing and deploying globally scalable distributed ledger technology solutions. The Company is conducting further diligence and is targeting to consummate the acquisition within the third quarter of 2018. During January 2018, the Company had entered into an agreement to purchase equipment for a crypto currency mining operation, however, the Company was not able to raise the capital to consummate this transaction. On March 19, 2018 and March 22, 2018 the company closed on the purchase of non-controlling interest of Stater Blockchain Limited and TSLC PTE Ltd., respectively (See Note 16).

 

The Beverage Business

 

The Company’s beverage business is engaged in the production and distribution of premium Non-Alcoholic ready-to-drink (“NARTD”) beverages. The beverage business is currently organized under its flagship brand, Long Island Iced Tea, a premium NARTD tea made from a proprietary recipe and with quality components. The mission of the beverage business is to provide consumers with premium beverages offered at an affordable price.

 

Through its beverage business, the Company aspires to provide iced tea beverages that are convenient and appealing to consumers. There are two major target markets for Long Island Iced Tea: “consumers on the go” and “health conscious consumers.” “Consumers on the go” are families, employees, students and other consumers who lead a busy lifestyle. With increasingly hectic and demanding schedules, there is a need for products that are accessible and readily available. “Health conscious consumers” are individuals who are becoming more interested and better educated on what is included in their diets, causing them to shift away from the less healthy options, such as carbonated soft drinks, towards alternative beverages such as iced tea.

 

Through its beverage business, the Company produces a 100% brewed iced tea, using black tea leaves, purified water and natural cane sugar or sucralose. Flavors change from time to time, and have included lemon, peach, raspberry, guava, mango, diet lemon, diet peach, sweet tea, green tea and honey, half tea and half lemonade. The Company also offers lower calorie iced tea in flavor options that include mango, raspberry and peach. The Company also sells its iced tea in gallon bottles with flavor options including lemon, peach, green tea and honey, half and half lemonade, sweet tea, mango and unsweetened.

 

During April 2017, the Company through its beverage business expanded its brand to include lemonade. Lemonade is offered in nine flavors including traditional, lime, pink lemonade, kiwi & strawberry, cherry, peach, watermelon, wild berries and strawberry and is offered at retail in 18oz. bottles.

 

The Company also distributes an aloe vera derived juice beverage (“ALO Juice”) in 500ml and 1.5 liter bottles. ALO Juice is offered in six flavors including original, pomegranate, mango, raspberry, pineapple and coconut. See below regarding the ALO Juice business. In addition, in order to service certain vending contracts, the Company sells snacks and other beverage products on a limited basis.

 

The Company sells its products to regional retail chains and to a mix of independent mid-to-large range distributors who in turn sell to retail outlets, such as big chain supermarkets, mass merchants, convenience stores, restaurants and hotels, principally in the New York, New Jersey, Connecticut and Pennsylvania markets, with additional distribution in Florida, Virginia, Massachusetts, New Hampshire, Rhode Island and parts of the Midwest. As of December 31, 2017, the Company’s products are available in approximately 21 states, the Caribbean and in Canada.

 

The ALO Juice Business

 

Asset Purchase Agreement

 

On December 8, 2016, the Company entered into an asset purchase agreement with The Wilnah International, LLC (“Wilnah”). Julio X. Ponce (“Mr. Ponce”) is the majority interest member of Wilnah and also the former owner of Seba Distribution LLC (“Seba”), a former distributor of ALO Juice. Pursuant to the agreement, the Company intended to acquire the intellectual property (“IP”) (trade names, formulas, recipes) for ALO Juice. During September 2017, the Company determined that it would license, rather than purchase the ALO Juice IP. Accordingly, on September 18, 2017, the Company terminated the asset purchase agreement with Wilnah.

 

Licensing Agreement – ALO Juice

 

On September 18, 2017, the Company entered into an exclusive perpetual licensing agreement (“Licensing Agreement”) with Wilnah granting the Company the worldwide rights to produce, distribute and sell the ALO Juice brand. As compensation to Wilnah for these rights, the Company paid an initial fee of $150,000, which was applied against certain accounts receivable amounts due from Seba upon the closing and has agreed to pay to Wilnah a 7.0% royalty on the Company’s gross sales of ALO Juice sales delivered to the Company’s customers after the closing of this agreement (See Note 2 for a disclosure of impairment of this intangible asset).

 

Employment Agreement

 

Effective January 1, 2017, the Company had entered into an employment agreement with Mr. Ponce, to expand the Company’s sales of Long Island branded products and ALO Juice products within the Southeast U.S. and Latin American regions. On September 1, 2017, the Company terminated the employment agreement of Mr. Ponce.

 

On September 1, 2017, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. Ponce. Mr. Ponce received as compensation under the Separation Agreement a lump sum payment of $50,000, which was applied against the Seba accounts receivable.

 

Sales Broker Agreement

 

Effective September 1, 2017, the Company entered into a broker arrangement (“Broker Arrangement”) with Mr. Ponce, whereby Mr. Ponce will be paid a commission of 2.5% on net collected revenues from the sale of the Company’s products (excluding ALO Juice) into certain distributor and retail relationships introduced by Mr. Ponce.

 

Liquidity and Going Concern

 

From inception, the Company has financed its operations through the issuance of debt and equity, and through utilizing trade credit with its vendors. The Company will require additional capital to fund the operating losses of the existing beverage business, as well as to fund the development of the blockchain business.

 

As of December 31, 2017, the Company had cash of $370,947. As of December 31, 2017, the Company had a working capital deficit of $712,310. The Company incurred a net loss of $15,215,659 for the year ended December 31, 2017. As of December 31, 2017, the Company’s stockholders’ deficit was $292,982.

 

On July 28 and 29, 2016, the Company sold 1,270,156 shares of the Company’s common stock in the July 2016 Offering. The sale of the shares generated gross proceeds of $6,985,858 and net proceeds of $5,867,217 after deducting commissions and other offering expenses. On August 4, 2016, the July 2016 Offering was terminated. No further sales of shares were made in the July 2016 Offering.

 

On December 27, 2016, the Company consummated the December 2016 Offering of 406,550 shares of its common stock, through Network 1 and Dawson James Securities, Inc., as underwriters, pursuant to the terms of the underwriting agreement, dated December 21, 2016, with Network 1, as representative of the underwriters. The Shares were sold for a price to the public of $4.00 per share. The offering generated total net proceeds, after underwriting discounts and payment of other offering expenses, of $1,423,141.

 

On January 27, 2017, the Company sold 376,340 shares of the Company’s common stock in a public offering at an average price of $4.02 per share. Of the shares sold, 300,000 were sold to the public at an offering price of $4.00 while the remaining 76,340 shares were sold to officers and directors of the Company at a price of $4.10 per share. The sale of common stock generated gross proceeds of $1,513,000 and net proceeds of $1,429,740 after deducting commissions and other offering expenses.

 

On June 14, 2017, the Company sold 256,848 shares of the Company’s common stock in a public offering at an average price of $5.06 per share. Of the shares sold, 231,850 were sold to the public at an offering price of $5.00 while the remaining 24,998 shares were sold to officers and directors of the Company at a price of $5.60 per share. The sale of common stock generated gross proceeds of $1,299,250 and net proceeds of $1,259,415 after deducting commissions and other offering expenses.

 

On July 6, 2017, the Company sold 448,160 shares of the Company’s common stock in a public offering at a price of $5.00 per share. Of the shares sold, 200,000 were sold to lead investors who, as a result of purchasing more than $500,000 in shares, each received (i) an additional number of shares of common stock equal to 7% of the total number of shares of common stock purchased by such lead investors in this offering (or an aggregate of 14,000 shares) and (ii) three-year warrants up to that number of shares of common stock equal to 20% of the total number of shares purchased by such lead investors in this offering (or warrants to purchase an aggregate of 40,000 shares). These warrants have an exercise price of $5.50 and were fully vested upon issuance. The sale of common stock generated gross proceeds of $2,240,800 and net proceeds of $2,134,487 after deducting commissions and other offering expenses.

 

On October 4, 2017, the Company sold 607,500 shares of the Company’s common stock in a public offering at a price of $2.05 per share. The Company received gross proceeds of $1,245,375 and net proceeds of $1,235,088 after deducting other offering expenses. Each investor in the offering also received a warrant to purchase 50% of the number of shares for which such investor subscribed in the offering (or a total aggregate number of shares underlying such warrants equal to 303,750 shares). The warrants have an exercise price of $2.40 per share, subject to adjustment, and expire one year from the closing of the offering.

 

Pursuant to a bridge financing agreement (“Radium Agreement”) dated November 27, 2017, the Company received cash of $750,000, less $7,500 of fees and expenses (See Note 6).

 

Pursuant to a Loan and Option Agreement (the “Cavendish Loan Agreement”) dated December 20, 2017, the Company has a borrowing facility of up to $4,000,000, subject to approval by the lender. During December 2017, the Company drew $750,000 under this arrangement, and during January 2018, the Company drew $1,250,000 under this arrangement (See Note 6).

 

Historically, the Company has financed its operations through the raising of equity capital and through trade credit with its vendors. The Company’s ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management’s plans include raising additional funds through equity offerings, debt financings, or other means.

 

The Company will require additional capital to fund the operating losses of the existing business, as well as to fund the development of the blockchain business. There are no assurances that the Company will be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its current operations, as well as defer, delay and/or curtail its effort to develop the blockchain business. These steps may include reductions in personnel or other operating cost reductions. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.