10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2019

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to           

 

Commission File Number: 000-09047

 

QUEST SOLUTION, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   20-3454263
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

 

1865 West 2100 South

Salt Lake City, UT 84119
(Address of principal executive offices) (Zip Code)

 

(801) 244-9577

(Registrant’s telephone number, including area code)

 

Quest Solution, Inc.

860 Conger Street

Eugene, OR 87402

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [  ]
         
Non-accelerated filer [  ]   Smaller reporting company [X]
(Do not check if a smaller reporting company)        
         
Emerging growth company [  ]      

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 79,196,228 shares of common stock, $0.001 par value, as of November 6, 2019.

 

 

 

 
 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION  
ITEM 1. FINANCIAL STATEMENTS F-1
CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2019 (UNAUDITED) AND DECEMBER 31, 2018, (AUDITED) F-1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018, (UNAUDITED) F-2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018, (UNAUDITED) F-3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTMEBER 30, 2019 AND 2018, (UNAUDITED) F-4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 7
ITEM 4. CONTROLS AND PROCEDURES 7
PART II - OTHER INFORMATION  
ITEM 1. LEGAL PROCEEDINGS. 8
ITEM 1A. RISK FACTORS. 8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 8
ITEM 4. MINE SAFETY DISCLOSURES. 8
ITEM 5. OTHER INFORMATION. 8
ITEM 6. EXHIBITS. 8
SIGNATURES 9

 

2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

QUEST SOLUTION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands, except share and per share data)  As of 
   September 30, 2019   December 31, 2018 
   (UNAUDITED)     
ASSETS        
Current assets          
Cash and cash equivalents  $1,954   $378 
Accounts receivable, net   10,842    12,262 
Inventory   2,015    1,803 
Prepaid expenses   245    169 
Other current assets   173    78 
Total current assets   15,229    14,690 
           
Property and equipment, net of accumulated depreciation of $2,470 and $2,037, respectively   338    389 
Goodwill   13,921    13,921 
Trade name, net of accumulated amortization of $2,759 and $2,585, respectively   1,544    1,805 
Customer relationships, net of accumulated amortization of $5,827 and $5,076, respectively   6,387    7,514 
Other intangibles, net of accumulated amortization of $109 and $33, respectively   1,170    1,267 
Cash, restricted   533    532 
Other assets   335    30 
Total assets  $39,457   $40,148 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable and accrued liabilities  $21,095   $17,484 
Accrued interest and accrued liabilities, related party   -    - 
Line of credit   517    4,534 
Accrued payroll and sales tax   1,878    2,173 
Notes payable, related parties – current portion   1,241    1,891 
Notes payable – current portion   6,548    8,823 
Other current liabilities   1,168    265 
Total current liabilities   32,447    35,170 
           
Long term liabilities          
Notes payable, related party, less current portion   1,258    1,912 
Accrued interest and accrued liabilities, related party   27    33 
Notes payable, less current portion   137    130 
Other long term liabilities   406    610 
Total liabilities   34,275    37,855 
           
Stockholders’ equity          
Series A Preferred stock; $0.001 par value; 1,000,000 shares designated, 0 shares issued and outstanding   -    - 
Series B Preferred stock; $0.001 par value; 1 share designated, 0 shares issued and outstanding   -    - 
Series C Preferred stock; $0.001 par value; 15,000,000 shares designated, 4,828,530 and 4,828,530 shares issued and outstanding, respectively   5    5 
Common stock; $0.001 par value; 200,000,000 shares authorized; 79,196,228 and 71,931,693 shares issued and outstanding, respectively.   79    72 
Common stock; $0.001 par value; 11,084,657 shares to be received   -    (2,616)
Common stock to be repurchased by the Company   -    (230)
Additional paid-in capital   47,264    44,814 
Accumulated (deficit)   (42,179)   (39,753)
Accumulated other comprehensive loss   13    1 
Total stockholders’ equity   5,182    2,293 
Total liabilities and stockholders’ equity  $39,457   $40,148 

 

The accompanying unaudited notes to the financials should be read in conjunction with these condensed
consolidated financial statements.

 

F-1
 

 

QUEST SOLUTION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

(In thousands, except share and per share data)  For the three months   For the nine months 
   ending September 30,   ending September 30, 
   2019   2018   2019   2018 
Revenues                
Total Revenues  $13,097   $13,444   $45,843   $42,369 
                     
Cost of goods sold                    
Cost of goods sold   9,601    10,745    34,123    33,688 
                     
Gross profit   3,496    2,699    11,720    8,681 
                     
Operating expenses                    
General and administrative   727    687    1,941    1,724 
Salary and employee benefits   2,700    1,597    7,763    6,425 
Depreciation and amortization   536    439    1,620    1,312 
Professional fees   268    363    1,226    1,169 
Total operating expenses   4,231    3,086    12,550    10,630 
                     
Loss from operations   (735)   (387)   (830)   (1,949)
                     
Other income (expenses):                    
Interest expense   (618)   (303)   (1,769)   (963)
Other (expenses) income   (90)   (226)   (9)   (1,381)
Total other expenses   (708)   (529)   (1,778)   (2,344)
                     
Net Loss Before Income Taxes   (1,443)   (916)   (2,608)   (4,292)
                     
Provision for Income Taxes                    
Current   -    (16)   -    (45)
Total Provision for Income Taxes   -    (16)   -    (45)
                     
Net Loss attributable to Quest Solution Inc.  $(1,443)  $(932)  $(2,608)  $(4,337)
Less: Preferred stock – Series C dividend   (48)   (48)   (141)   (142)
                     
Net loss attributable to the common stockholders  $(1,491)  $(980)  $(2,749)  $(4,479)
                     
Net (loss) per share - basic  $(0.02)  $(0.02)  $(0.04)  $(0.11)
                     
Weighted average number of common shares outstanding - basic   77,583,183    48,709,773    77,312,948    42,592,783 

 

 

The accompanying unaudited notes to the financials should be read in conjunction with these condensed
consolidated financial statements.

 

F-2
 

 

QUEST SOLUTION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

   Series C
Preferred Stock		   Common Stock   Additional
Paid-in		   Shares   Accumulated   Other
Comprehensive		   Total Stockholders’
Equity		 
(In thousands, except per share data)  Shares   Amount   Shares   Amount   Capital   Repurchased   Deficit   Income (Loss)   (Deficit) 
                                     
Balance, June 30, 2018   4,829   $5    48,433   $48   $38,279   $(230)  $(37,841)  $-   $261 
Dividend on Class C Shares   -    -    -    -         -    (48)   -    (48)
ESPP Stock Issuance   -    -    12    -    2    -    -    -    2 
Stock-based compensation – options and warrants   -    -    -    -    46    -    -    -    46 
Debt Settlements             265    1    -    -    -    -    1 
Accumulated other Comprehensive Loss   -    -    -    -    -    -         -    - 
Net (loss) income   -    -    -    -    -    -    (932)   -    (932)
Balance, September 30, 2018   4,829   $5    48,710   $49   $38,327   $(230)  $(38,821)  $-   $(670)
                                              
Balance, June 30, 2019   4,829   $5    77,009   $77   $46,446   $-   $(41,012)  $1   $5,517 
                                              
Dividend on Class C Shares   -    -    -    -         -    276    -    276 
ESPP Stock Issuance   -    -    2    -    -    -    -    -    - 
Stock-based compensation – options, warrants, issuances   -    -    1,550    1    669    -    -    -    670 
Foreign currency translation   -    -    -    -    -    -    -    12    12 
Conversion of debt   -    -    635    1    149    -    -    -    150 
Net (loss) income   -    -    -    -    -    -    (1,443)   -    (1,443)
Balance, September 30, 2019   4,829   $5    79,196   $79   $47,264   $-   $(42,179)  $13   $5,182 

 

   Series C
Preferred Stock		   Common Stock   Additional
Paid-in		   Shares   Accumulated   Other
Comprehensive		   Total
Stockholders’
Equity		 
(In thousands, except per share data)  Shares   Amount   Shares   Amount   Capital   Repurchased   Deficit   Income (Loss)   (Deficit) 
                                     
Balance, December 31, 2017   4,829   $5    36,828   $37   $34,495   $(230)  $(35,555)  $-   $(1,248)
ASC 606   -    -    -    -    -    -    1,213    -    1,213 
Board Issuances   -    -    1,000    1    118    -    -    -    119 
Dividend on Class C Shares   -    -    -    -    -    -    (143)   -    (143)
ESPP Stock Issuance   -    -    67    -    8    -    -    -    8 
Stock-based compensation – options and warrants   -    -    -    -    796    -    -    -    796 
Stock Based Compensation   -    -    1,800    2    207    -    -    -    209 
Debt Settlements   -    -    9,015    9    2,703    -    -    -    2,712 
Net (loss) income   -    -    -    -    -    -    (4,336)   -    (4,336)
Balance, September 30, 2018   4,829   $5    48,710   $49   $38,327   $(230)  $(38,821)  $-   $(670)
                                              
Balance, December 31, 2018   4,829   $5    71,932   $72   $42,198   $(230)  $(39,753)  $1   $2,293 
Dividend on Class C Shares   -    -    -    -    -    -    182    -    182 
ESPP Stock Issuance   -    -    5    -    1    -    -    -    1 
Stock-based compensation – options, warrants, issuances   -    -    1,550    1    1,092    -    -    -    1,093 
Stock and warrant issuances, net of issuance costs   -    -    16,667    17    4,042    -    -    -    4,059 
Purchase price adjustment – shares to be received   -    -    (11,085)   (11)   11    -    -    -    - 
Stock redemption   -    -    (508)   (1)   (229)   230    -    -    - 
Accumulated other comprehensive income   -    -    -    -    -    -    -    12    12 
Conversion of debt   -    -    635    1    149    -    -    -    150 
Net (loss) income   -    -    -    -    -    -    (2,608)        (2,608)
Balance, September 30, 2019   4,829   $5    79,196   $79   $47,264   $-   $(42,179)  $13   $5,182 

 

The accompanying unaudited notes to the financials should be read in conjunction with these condensed
consolidated financial statements.

 

F-3
 

 

QUEST SOLUTION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

 

   For the nine months ended
September 30		 
(In thousands)  2019   2018 
Cash flows from continuing operating activities:          
Net loss  $(2,608)  $(4,337)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:          
Stock based compensation   1,093    1,125 
Topic 606 Cumulative Adjustment   -    1,213 
Debt Settlement   -    1,264 
Depreciation and amortization   1,620    1,312 
Loss on fixed asset disposal   -    (36)
Inventory write off   -    50 
Changes in operating assets and liabilities:          
(Increase) / decrease in accounts receivable   1,420    (4,282)
(Increase) / decrease in prepaid expenses   (154)   79 
(Increase) / decrease in inventory   (234)   (669)
Increase in accounts payable and accrued liabilities   4,412    4,933 
(Decrease) in accrued interest and accrued liabilities, related party   (6)   (1)
(Decrease) in deferred revenue, net   -    (1,204)
Increase / (decrease) in accrued payroll and sales taxes payable   (295)   850 
(Increase) / decrease in other assets   57    119 
Increase / (decrease) in other liabilities   (358)   (153)
Net cash provided by operating activities   4,947    263 
           
Cash flows from investing activities:          
(Increase) / decrease in restricted cash   -    - 
(Purchase) / sale of property and equipment   (45)   29 
(Increase) / decrease in other assets   (225)   - 
Net cash (used in) provided by investing activities   (270)   29 
           
Cash flows from financing activities:          
Net proceeds from common stock and warrant issuances   3,937    9 
Proceeds from ESPP stock issuance   1    - 
Proceeds from line of credit   7,053    969 
Payments on line of credit   (11,070)     
Payment on notes/loans payable   (3,022)   (1,391)
Net cash used in financing activities   (3,101)   (413)
           
Net increase (decrease) in cash   1,576    31 
Cash, beginning of period   378    25 
Cash, end of period  $1,954   $56 
           
Cash paid for interest  $1,156   $556 
Cash paid for taxes  $-   $- 
Supplementary for non-cash flow information:          
Debt conversion  $550   $- 
Stock based compensation  $1,093   $- 
Change in terms of accounts payable  $(801)   (6,764)
Stock issued for debt settlement  $-   $2,711 
Shares to be repurchased  $-   $(230)

 

The accompanying unaudited notes to the financials should be read in conjunction with these condensed
consolidated financial statements.

 

F-4
 

 

QUEST SOLUTION, INC

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-

 

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

 

The interim consolidated financial statements of Quest Solution, Inc. include the combined accounts of Quest Marketing, Inc., an Oregon Corporation, Quest Exchange Ltd., a Canadian based holding company, HTS Image Processing, Inc. (“HTS”), a Delaware corporation, HTS (USA), Inc., a Delaware corporation and HTS Image Ltd. (“HTS Ltd.”) (f/k/a Teamtronics Ltd.), an Israeli corporation.

 

On December 31, 2016, the Company acquired one hundred percent (100%) of the shares of Bar Code Specialties, Inc. (“BCS”) and merged BCS into Quest Marketing to form one US legal entity as part of its streamlining efforts.

 

The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2018 and notes thereto included in the Company’s Form 10-K filed with the SEC on June 5, 2019. The Company operates in one segment.

 

Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019.

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of Quest Solution, Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management who is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

 

F-5
 

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Adoption of New Accounting Pronouncement in Fiscal 2019

 

In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842), Codification Improvements and ASU 2018-11 Leases (Topic 842), Targeted Improvements, to provide additional guidance for the adoption of Topic 842. ASU 2018-10 clarifies certain provisions and correct unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of Topic 842. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases with terms greater than 12 months. ASU 2018-11, ASU 2018-10, and ASU 2016-02 (collectively, “the new lease standards”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted the standard on January 1, 2019 by applying the new lease requirements utilizing the Effective Date Method for all leases with terms greater than 12 months. We elected the package of practical expedients permitted under the transition guidance within the new standard, which included carrying forward historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The adoption of this standard resulted in the recognition of right-of-use assets of $238 thousand and additional lease liabilities of $238 thousand as of January 1, 2019. The adoption of the standard did not have a material impact on our operating results or cash flows.

 

In July 2018, the FASB issued ASU 2018-09, Codification Improvements. The amendments in ASU 2018-09 affect a wide variety of Topics in the FASB Codification and apply to all reporting entities within the scope of the affected accounting guidance. The Company has evaluated ASU 2018-09 in its entirety and determined that the amendments related to Topic 718-740, Compensation-Stock Compensation-Income Taxes, are the only provisions that currently apply to the Company. The amendments in ASU 2018-09 related to Topic 718-740, Compensation-Stock Compensation-Income Taxes, clarify that an entity should recognize excess tax benefits related to stock compensation transactions in the period in which the amount of the deduction is determined. The amendments in ASU 2018-09 related to Topic 718-740 are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of the new standard did not have a current impact on the Company’s Condensed Consolidated Financial Statements.

 

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of the new standard did not have a current impact on the Company’s Condensed Consolidated Financial Statements for the period ended September 30, 2019.

 

F-6
 

 

The Company has evaluated other recent pronouncements and believes that none of them will have a material effect on the Company’s financial statements.

 

GOODWILL AND INTANGIBLE ASSETS

 

Intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 to 11 years. Amortization expense for the nine months ended September 30, 2019 and September 30, 2018 was $1.5 million and $1.3 million, respectively.

 

F-7
 

 

NET LOSS PER COMMON SHARE

 

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share.” Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the nine months ended September 30, 2019 and 2018 were 77,312,948 and 42,592,783, respectively. Diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive.

 

Dilutive securities are excluded from the computation of diluted net loss per share because such securities have anti-dilutive impact due to losses reported.

 

The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported, as of September 30:

 

   2019   2018 
Options to purchase common stock   12,581,000    13,781,000 
Convertible preferred stock   4,828,530    4,828,530 
Warrants to purchase common stock   4,500,000    4,700,000 
Common stock subject to repurchase   -    (507,079)
Potential shares excluded from diluted net loss per share   21,909,530    22,802,451 

 

FOREIGN CURRENCY TRANSLATION

 

The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company and each of its subsidiaries (“Quest US entities”), except HTS Ltd., is U.S. dollars. The functional currency of HTS Ltd. is the Israeli Shekel. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. For Quest US entities, continuing operations are conducted in U.S. dollars. The Company owns a non-operating subsidiary in Canada, from which it has no activity since October 1, 2016. For HTS Ltd., continuing operations are conducted in Israeli Shekel.

 

Reclassifications and adjustments — Certain prior year amounts in the condensed consolidated interim financial statements have been reclassified to conform with current year presentation. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss.

 

NOTE 2 – GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2019, the Company had a working capital deficit of $17.2 million and an accumulated deficit of $42.2 million. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. Management’s plan to eliminate the going concern situation includes, but is not limited to, the continuation of improving cash flow, maintaining moderate cost reductions (subsequent to aggressive cost reduction actions already taken in 2018 and in the first nine months of 2019), the creation of additional sales and profits across its product lines, and the obtaining of sufficient financing to restructure current debt in a manner more in line with the Company’s improving cash flow and cost reduction successes.

 

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

F-8
 

 

NOTE 3 – CONCENTRATIONS

 

For the nine months ended September 30, 2019 and the year ended December 31, 2018, one customer accounted for 15.3% and 17.0% of the Company’s revenues, respectively. At September 30, 2019 and December 31, 2018, one customer accounted for 11.1% and 11.6% of the Company’s accounts receivable balance, respectively.

 

NOTE 4 – BUSINESS ACQUISITION

 

HTS Image Processing, Inc. acquisition

 

On October 5, 2018 (“Closing Date”), the Company entered into a Purchase Agreement with Walefar and Campbeltown (the “HTS Purchase Agreement”) (Walefar and Campbeltown are collectively referred to as the “Sellers”). Pursuant to the HTS Purchase Agreement, the Company purchased 100% of the capital stock of HTS Image Processing, Inc. and its wholly owned subsidiaries HTS (USA), Inc. and HTS Image Ltd. (f/k/a Teamtronics Ltd.) from the Sellers.

 

Pro forma results of operations

 

The following pro forma results of operations for the nine months ended September 30, 2018 have been prepared as though the business acquisition had occurred as of January 1, 2018. This pro forma financial information is not indicative of the results of operations that the Company would have attained had the acquisition occurred at the beginning of the periods presented, nor is the pro forma financial information indicative of the results of operations that may occur in the future:

 

(In thousands, except per share data)  Three Months Ended
September 30, 2018		   Nine Months Ended
September 30, 2018		 
Pro forma sales  $15,114,596   $47,785,551 
Pro forma net income   (1,459,261)   (4,955,288)
Pro forma basic and diluted earnings per share   (0.03)   (0.12)

 

F-9
 

 

NOTE 5 – OTHER LIABILITIES

 

At September 30, 2019 and December 31, 2018, other liabilities consisted of the following:

 

(In thousands)  September 30, 2019   December 31, 2018 
Lease liability  $164   $- 
Other vendor payable   801    - 
Dividend payable   297    478 
Others   312    397 
Total other liabilities   1,574    875 
Less Current Portion   (1,168)   (265)
Total long term other liabilities  $406   $610 

 

NOTE 6 – CREDIT FACILITIES AND LINE OF CREDIT

 

On July 1, 2016, the Company entered into a Factoring and Security Agreement (the “FASA”) with Action Capital Corporation (“Action”) to establish a sale of accounts facility, whereby the Company may obtain short-term financing by selling and assigning to Action acceptable accounts receivable. Pursuant to the FASA, the outstanding principal amount of advances made by Action to the Company at any time shall not exceed $5,000,000. Action will reserve and withhold an amount in a reserve account equal to 5% of the face amount of each account purchased under the FASA. The balance outstanding under the Action credit line at September 30, 2019 and December 31, 2018, in thousands, was $517 and $4,534 respectively, which includes accrued interest.

 

The per annum interest rate with respect to the daily average balance of unpaid advances outstanding under the FASA (computed on a monthly basis) will be equal to the “Prime Rate” of Wells Fargo Bank N.A. plus 2%, plus a monthly fee equal to 0.75% of such average outstanding balance. The Company shall also pay all other costs incurred by Action under the FASA, including all bank fees. The FASA will continue in full force and effect unless terminated by either party upon 30 days’ prior written notice. Performance of the Company’s obligations under the FASA is secured by a security interest in certain collateral of the Company. The FASA includes customary representations and warranties and default provisions for transactions of this type.

 

NOTE 7 – NOTES PAYABLE

 

Notes payable at September 30, 2019 and December 31, 2018, consists of the following:

 

(In thousands)  September 30, 2019   December 31, 2018 
Supplier Note Payable  $6,540   $8,340 
All Other   145    613 
Total   6,685    8,953 
Less current portion   (6,548)   (8,823)
Long Term Notes Payable  $137   $130 

 

Future maturities of notes payable as of September 30, 2019 are as follows;

 

2019  $6,543 
2020   4 
2021   138 
2022   - 
2023   - 
Total  $6,685 

 

In connection with the acquisition of Bar Code Specialties, Inc. (“BCS”), a California corporation, the Company assumed a related party note payable to the former CTO of the RFID division of BCS. The note is payable in equal monthly installments of $5 thousand beginning October 31, 2014 and ended October 2018. The loan bears interest at 1.84% and is unsecured and subordinated to the Company’s bank debt. The balance on this loan at September 30, 2019 and December 31, 2018 was $130 thousand, all of which was classified as long-term. In July 2016, the holder of the note signed a subordination agreement with the Supplier of the Secured Promissory Note and Action Capital, whereby the noteholder agrees to subordinate its right to payment of capital and interest until the Supplier with the Secured Promissory Note is reimbursed in full, therefore, the note is classified as long-term.

 

On July 18, 2016, the Company and the Supplier entered into a certain Secured Promissory Note, with an effective date of July 1, 2016, in the principal amount of $12.5 million. The USD Note accrues interest at 12% per annum and is payable in six consecutive monthly installments of principal and accrued interest in a minimum principal amount of $250 thousand each, with any remaining principal and accrued interest due and payable on December 31, 2016.

 

  ● On September 7, 2018, the Company entered into a Sixth Amendment to the secured Promissory Note (the “Sixth Amendment”) extending the maturity date to January 31, 2019. The Sixth Amendment also increases the principal amount to $8.7 million, an increase of $6.8 million, by rolling the Company’s then existing and outstanding accounts payable into the note by the previously mentioned amount of increase. The Company will continue to make monthly payments in the amount of $300 thousand for the first three monthly payments, and also in the amount of $500 thousand for the last two monthly payments prior to the note’s maturity.
     
  ● On April 30, 2019, the Company entered into a Seventh Amendment to the secured Promissory Note (the “Seventh Amendment”) extending the maturity date to July 31, 2019. The Seventh Amendment also provides that the Company will continue to make monthly installments of principal and accrued interest in a minimum principal amount of $350 thousand each. The Company has made partial payments towards the required monthly installments under the terms of the Seventh Amendment. As has been the case with each previous amendment, the Company is in continual negotiations with the holder of the Secured Promissory Note to extend the maturity date and establish a new schedule of payments.

 

F-10
 

 

NOTE 8 –NOTES PAYABLE, RELATED PARTIES

 

Notes and loans payable, related parties consisted of the following:

 

(In thousands)  September 30, 2019   December 31, 2018 
         
Note payable – debt restructure Marin  $940   $1,160 
Note payable – debt restructure Thomet   600    713 
Note payable – debt restructure Zicman   144    171 
Convertible note payable – shareholders   150    700 
Note payable – RWCC   665    1,059 
Total notes payable, related parties   2,499    3,803 
Less current portion   1,241    1,891 
Long-term portion  $1,258   $1,912 

 

Note payable – debt restructure Marin

 

On February 28, 2018, the Company finalized two settlement agreements with David and Kathy Marin (the “Marin Settlement Agreements”) which have an effective date of December 30, 2017. Pursuant to the first Marin Settlement Agreement (the “Marin Settlement Agreement I”), the Company and the Marins agreed to reduce the Company’s purchase price for all of the capital stock of Bar Code Specialties, Inc., which was acquired by the Company from the Marins in November 2014. In the 2014 acquisition, the Company had issued David Marin a promissory note for $11.0 million of which an aggregate of $10.7 million (the “Owed Amount”) was outstanding as of February 26, 2018 which includes accrued interest earned but not paid. Pursuant to the Marin Settlement Agreement I, the amount of the indebtedness owed to Marin was reduced by $9.5 million bringing the total amount owed to $1.2 million. Section 3.1 of the original note was amended to provide that the Company shall pay the Marins 60 monthly payments of $20 thousand each commencing the earlier of (i) October 26, 2018 and (ii) the date that the Company’s obligation to Scansource, Inc. is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $6.0 Million) is reduced to $2.0 million. As a result, the balance on this loan and related accrued interest at December 31, 2018 were all classified as long term, being due in 2023. As of September 30, 2019, the balance of this loan was $940 thousand.

 

F-11
 

 

Note payable – debt restructure Thomet

 

On February 28, 2018, the Company finalized a settlement agreement with Kurt Thomet whereby the Company settled its indebtedness to Mr. Thomet in the current amount of $5.4 million in full in exchange for 60 monthly payments of $13 thousand each commencing the earlier of (i) October 26, 2018 or (ii) the date when the Company’s obligation under its promissory note with Scansource, Inc. is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Thomet an aggregate of 500,000 shares of restricted common stock and 1,000,000 shares of Series C Preferred Stock with the same rights and restrictions as described above in the description of the Marin Settlement II Agreement. The effective date of the agreement is December 30, 2017. As of September 30, 2019, the balance of this loan was $600 thousand and is due in 2023.

 

Note payable – debt restructure Zicman

 

On February 28, 2018, the Company finalized a settlement agreement with George Zicman whereby the Company settled its indebtedness to Mr. Zicman in the amount of $1.3 million in full in exchange for 60 monthly payments of $3 thousand each commencing the earlier of (i) October 26, 2018 or (ii) the date when the Company’s obligation under its promissory note with Scansource, Inc. is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Zicman an aggregate of 100,000 shares of common stock and 600,000 shares of Series C Preferred Stock with the same rights and restrictions as described above in the description of the Marin Settlement Agreement II. The effective date of the agreement is December 30, 2017. As of September 30, 2019, the balance of this loan was $144 thousand.

 

Each of the Marins, Thomet and Zicman entered into a voting agreement with the Company whereby they agreed to vote any shares of common stock beneficially owned by them as directed by the Company’s CEO and also agreed to a leakout restriction whereby they each agreed not to sell more than 10% of the common stock beneficially owned during any 30-day period.

 

Convertible note payable - shareholders

 

On October 5, 2018, the Company entered into a purchase agreement with Walefar Investments, Ltd. (“Walefar”) and Campbeltown Consulting, Inc. (“Campbeltown”) (Walefar and Campbeltown are collectively referred to as the “Sellers”). Pursuant to the agreement, the Company purchased 100% of the capital stock of HTS Image Processing, Inc. (“HTS”) from the Sellers. As consideration, the Company (i) issued to the Sellers 22,452,954 shares of the Company’s common stock, having a value of $5.3 million based on the average closing price of the common stock for the 20 days’ preceding the agreement (the “Per Share Value”), (ii) cash in the amount of $300 thousand, and (iii) a 12 month convertible promissory note with a principal amount of $700 thousand and an interest rate of six percent (6%) per year. The note also provides the Sellers the right to convert all or any portion of the then outstanding and unpaid principal amount and interest into fully paid and non-assessable shares of the Company’s common stock at a conversion price of $0.236. The agreement constitutes a “related party transaction” because of Company director Shai Lustgarten’s position as Chief Executive Officer of HTS and stock ownership in HTS. Additionally, Campbeltown is a “related party” because Carlos Jaime Nissenson, the beneficial owner of Campbeltown, is a consultant to the Company, a principal stockholder of the Company, and father of Company director and newly appointed CFO Neev Nissenson. Carlos Jaime Nissenson was also a stockholder and director of HTS. Pursuant to the agreement, Shai Lustgarten received 11,226,477 shares of the Company’s common stock and Carlos Jaime Nissenson received 11,226,477 shares of the Company’s common stock.

 

F-12
 

 

On May 29, 2019, the Company, Campbeltown and Walefar entered into an Amendment to the HTS Purchase Agreement (the “Amendment”), which provided for an adjustment to the number of shares of common stock issued to Walefar and Campbeltown in the acquisition of HTS. Pursuant to the Amendment, Campbeltown and Walefar agreed to return for cancelation 5,542,328 and 5,542,329 shares of common stock, respectively. This Amendment reduced the amount of shares issued in the acquisition to 11,368,297 shares from 22,452,954 shares and the amount of share consideration to approximately $2.7 million from $5.3 million. This adjustment was made as a result of a correction in the calculation of working capital and other share give back provisions of the HTS Purchase Agreement. As a result of the Offering (see Note 9), $400 thousand of the notes outstanding were converted to common stock. As of September 30, 2019, the remaining principal amount of $150 thousand is owed to each Walefar and Campbeltown respectively ($300 thousand total) under the note issued to them as partial consideration in the sale of HTS to the Company on October 5, 2018.

 

On September 30, 2019, and in accordance with the terms of the Convertible Promissory Note, Walefar and Campbeltown each exercised the right to convert $75 thousand in unpaid principal balance into fully paid and non-assessable shares of the Company’s common stock at a conversion price of $0.236. Accordingly, the Company issued 317,796 shares to each of Walefar and Campbeltown.

 

Note payable – RWCC

 

The company acquired the Note Payable – RWCC (“RWCC Note”)(f.k.a. Certus) with the acquisition of HTS. The RWCC Note was a non-interest-bearing note. The RWCC Note was historically discounted using an effective interest rate of 5.0%. The outstanding balance of $665 thousand is classified as short term and is due and payable in April 2020 with monthly payment of approximately $85,000 per month. The RWCC Note is classified as a related party note because the Chief Executive Officer of RWCC is the son of a significant shareholder of the Company and a sibling of a member of the Board of Directors.

 

Repayment of notes payable

 

The repayment of the notes payable, related parties at September 30, 2019 is as follows:

 

(In thousands)    
2019  $504 
2020   843 
2021   426 
2022   426 
Thereafter   300 
Total  $2,499 

 

NOTE 9 – STOCKHOLDERS’ EQUITY

 

PRIVATE PLACEMENT

 

On April 4, 2019, the Company entered into a form of Securities Purchase Agreement (the “Securities Purchase Agreement”) with accredited investors. Pursuant to the Securities Purchase Agreement, on April 9, 2019 (the Closing Date”), the Company sold an aggregate gross proceeds of $5 million of units (the “Units”) before deducting placement agent fees, consultant and legal fees and other offering expenses (the “Offering”). The per Unit purchase price was $0.30.

 

Each Unit is comprised of one share of the Company’s common stock, $0.001 par value per share, and a warrant to purchase one share of common stock, and, as a result of the Offering, the Company issued 16,666,667 shares of common Stock (the “Shares”) and warrants (the “Warrants”) to purchase 16,666,667 shares of Common Stock (the “Warrant Shares”) at an exercise price equal to $0.35 per Warrant Share, which Warrants are exercisable for a period of five and one-half years from the issuance date.

 

Both Shai Lustgarten, the Company’s Chief Executive Officer, and Carlos J. Nissensohn, a consultant to and principal stockholder of the Company, participated in the Offering by converting $200 thousand each of unpaid principal, owed to them by the Company, in exchange for Shares and Warrants on the same terms as all other Purchasers.

 

ThinkEquity, a division of Fordham Financial Management, Inc. (the “Placement Agent”), acted as the sole placement agent for the Offering. In connection with the Offering, the Company entered into a Placement Agency Agreement with the Placement Agent, pursuant to which it paid the Placement Agent $400 thousand (eight percent of the gross proceeds) in commissions and reimbursed it for $160 thousand of expenses incurred in connection with the Offering plus other miscellaneous expenses. The Company also issued the Placement Agent a warrant (the “Placement Agent Warrant”) to purchase 1,166,667 shares of the Company’s common stock (the “Placement Agent Warrant Shares”) at an exercise price of $0.35 per share. The Placement Agent Warrant terminates five and one-half years from the Closing Date.

 

The Company paid additional legal and other fees directly related to the Offering. The cash fees paid were netted against the Offering proceeds, as follows:

 

(In thousands)    
Total proceeds from issuance of Common Stock and Warrants  $5,000 
Conversion of notes payable – related parties   (400)
Placement Agent commission and fees   (560)
Legal and other fees   (103)
     Net cash received from private placement  $3,937 
Accrued private placement consulting fees   200 
Placement fees prepaid in earlier period   (78)
     Equity issued net of non-cash placement fees  $4,059 

 

The fair value of the Warrants issued to the Placement Agent and Consultant are included in the Warrants Paid in Capital account in stockholder’s equity. In conjunction with the Securities Purchase Agreement, the Company accrued $200 thousand in private placement consulting fees. The company incurred $78 thousand of private placement fees prepaid in a prior period.

 

Allocation of Proceeds

 

The Company followed the relative fair value method - the instrument being analyzed is allocated a portion of the proceeds based on the proportion of its fair value to the sum of the fair values of all the instruments covered in the allocation – in allocating the Offering Proceeds between the Shares and the Warrants. As there is currently no independent market for the Warrants, the Company estimated their fair value using a Black Sholes model which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. The allocation is as follows:

 

       Percent of total 
Estimated fair value of warrants  $6,278,452    48.5%
Value of common stock  $6,666,667    51.5%
Total estimated fair value  $12,945,119    100.0%
           
Pro rata fair value of warrants  $2,425,027    48.5%
Pro rata fair value of common stock  $2,574,973    51.5%
Total proceeds  $5,000,000    100.0%

 

PREFERRED STOCK

 

Series A

 

As of September 30, 2019, there were 1,000,000 Series A preferred shares designated and no Series A preferred shares outstanding. The board of directors of the Company (the “Board”) had previously set the voting rights for the preferred stock at 1 share of preferred to 250 common shares.

 

Series B

 

As of September 30, 2019, there was 1 preferred share designated and no preferred shares outstanding.

 

F-13
 

 

Series C

 

As of September 30, 2019, there were 15,000,000 Series C preferred share authorized and 4,828,530 Series C preferred shares outstanding. They have preferential rights above common shares and the Series B preferred shares and are entitled to receive a quarterly dividend at a rate of $0.06 per share per annum. As part of a debt settlement agreement effective December 30, 2017, 1,685,000 shares were issued with the quarterly dividend at a rate of $0.06 per share per annum were waived for a period of 24 months, with no dividends being accrued or paid. Each Series C preferred share outstanding is convertible into one (1) share of common stock of Quest Solution, Inc. During 2019, the Company reduced accrued dividends payable by $323 thousand.

 

COMMON STOCK

 

During the first nine months of 2019, the Company issued an aggregate of 4,012 shares of common stock to certain individuals as part of the Company’s Employee Stock Purchase Program for proceeds of $1 thousand.

 

On April 9, 2019, the Company issued an aggregate of 16,666,667 shares of common stock in connection with the Offering.

 

On August 27, 2019, the Company issued an aggregate of 1,550,000 shares of common stock to an employee and a consultant as part of the Company’s 2018 Equity Incentive Plan.

 

On September 30, 2019, and in accordance with the terms of the Convertible Promissory Note, Walefar and Campbeltown each exercised the right to convert $75 thousand in unpaid principal balance into fully paid and non-assessable shares of the Company’s common stock at a conversion price of $0.236. Accordingly, The Company issued 365,592 shares to each Walefar and Campbeltown.

 

As of September 30, 2019, the Company had 79,196,228 common shares outstanding.

 

Warrants and Stock Options

 

Warrants - The following table summarizes information about warrants granted during the nine month periods ended September 30, 2019 and 2018:

 

   September 30, 2019   September 30, 2018 
   Number of warrants   Weighted Average Exercise Price   Number of warrants  

Weighted Average
Exercise Price

 
                 
Balance, beginning of period   5,500,000   $0.23    4,900,000   $0.23 
                     
Warrants granted   17,833,334    0.35    -    - 
Warrants expired   -    -    (200,000)   1.00 
Warrants cancelled, forfeited   -    -    -    - 
Warrants exercised   -    -    -    - 
                     
Balance, end of period   23,333,334   $0.32    4,700,000   $0.17 
                     
Exercisable warrants   23,333,334   $0.32    4,700,000   $0.17 

 

F-14
 

 

Outstanding warrants as of September 30, 2019 are as follows:

 

Range of
Exercise Prices		   Weighted Average residual life span (in years)   Outstanding Warrants   Weighted Average Exercise Price   Exercisable Warrants   Weighted Average Exercise Price 
                      
$0.11    1.84    1,500,000   $0.11    1,500,000   $0.11 
$0.20    1.25    3,000,000    0.20    3,000,000   $0.20 
$0.28    0.74    200,000   $0.28    200,000   $0.28 
$0.50    2.03    500,000    0.50    500,000   $0.50 
$0.60    1.03    300,000   $0.60    300,000   $0.60 
$0.35    5.02    17,833,334    0.35    17,833,334   $0.35 
                            
$0.11 to 0.60    4.18    23,333,334   $0.32    23,333,334   $0.32 

 

Warrants outstanding at September 30, 2019 and 2018 have the following expiry date and exercise prices:

 

Expiry Date  Exercise Prices   September 30, 2019   September 30, 2018 
             
June 26, 2020  $0.28    200,000    200,000 
October 10, 2020  $0.60    300,000    - 
December 30, 2020  $0.20    3,000,000    3,000,000 
August 2, 2021  $0.11    1,500,000    1,500,000 
October 10, 2021  $0.50    500,000    - 
October 6, 2024  $0.35    17,833,334    - 
                
         23,333,334    4,700,000 

 

2014 Stock Option Plan

 

On November 17, 2014, the Board adopted a stock option plan (the “2014 Plan”) whereby the Board may grant to directors, officers, employees, or consultants of the Company options to acquire common shares. The Board has the authority to determine the terms, limits, restrictions and conditions of the grant of options, to interpret the plan and make all decisions relating thereto. The 2014 Plan was adopted in order to provide an inducement and serve as a long term incentive program. The maximum number of common shares that may be reserved for issuance was set at ten million (10,000,000).

 

The option exercise price is established by the Board and may not be lower than the market price of the common shares at the time of grant. The options may be exercised during the option period determined by the Board, which may vary, but will not exceed ten years from the date of the grant.

 

2018 Stock Option Plan

 

On March 8, 2018, the Company adopted a stock option plan (the “2018 Plan”) as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to the Company. On October 31, 2018, the Board amended the Plan to increase the amount of shares authorized for issuance thereunder from ten million (10,000,000) to sixteen million (16,000,000) shares of the Corporation’s common stock, par value $0.001 (the “Shares”). On January 23, 2019, the Company’s shareholders adopted and ratified the Plan.

 

As at September 30, 2019, the Company had issued options under the 2018 Plan allowing for the subscription of 14,390,000 shares of its common stock, with 60,000 shares remaining for issuance.

 

Stock Options - The following table summarizes information about stock options granted during the nine months ended September 30, 2019 and 2018:

 

   September 30, 2019   September 30, 2018 
   Number of
stock options		   Weighted
Average
Exercise Price		   Number of
stock options		   Weighted
Average
Exercise Price		 
                 
Balance, beginning of period   20,121,000   $0.19    16,317,000   $0.17 
                     
Stock options granted   2,550,000    0.25    -      
Stock options expired   -    -    36,000    0.33 
Stock options cancelled, forfeited   -    -    -    - 
Stock options exercised   -    -    -    - 
                     
Balance, end of period   22,671,000   $0.20    16,218,000   $0.17 
                     
Exercisable stock options   17,869,750   $0.19    13,689,416   $0.18 

 

F-15
 

 

For the nine months ended September 30, 2019, the Company granted 2,550,000 stock options.

 

Outstanding stock options as of September 30, 2019 are as follows:

 

Range of
Exercise Prices		   Weighted
Average
residual life
span
(in years)		   Outstanding
Stock Options		   Weighted
Average
Exercise Price		   Exercisable
Stock Options		   Weighted
Average
Exercise Price		 
                      
$0.075 to 0.09     2.39    2,281,000   $0.09    2,281,000   $0.09 
$0.11    1.84    3,500,000   $0.11    3,500,000   $0.11 
$0.12    3.43    6,800,000   $0.12    5,950,000   $0.12 
$0.22    4.09    2,165,000   $0.22    1,082,500   $0.22 
$0.25    3.84    2,550,000   $0.25    318,750   $0.25 
$0.27    4.17    2,875,000   $0.27    2,237,500   $0.27 
$0.50    5.15    2,500,000   $0.50    2,500,000   $0.50 
                            
$0.075 to 0.50    3.47    22,671,000   $0.20    17,869,750   $0.19 

 

Stock options outstanding at September 30, 2019, and 2018 have the following expiration date and exercise prices:

 

Expiration Date  Exercise Prices   September 30, 2019   September 30, 2018 
August 2, 2021  $0.11    3,500,000    3,500,000 
February 17, 2022  $0.075    760,333    760,333 
February 17, 2022  $0.09    1,520,667    1,520,667 
June 30, 2022  $0.09    -    700,000 
March 5, 2023  $0.12    6,800,000    6,800,000 
July 31, 2023  $0.25    2,550,000    - 
October 31, 2023  $0.22    2,165,000    - 
November 30, 2023  $0.27    2,875,000    - 
November 20, 2024  $0.50    2,500,000    2,500,000 
October 2, 2027  $0.145    -    500,000 
                
         22,671,000    16,281,000 

 

Stock compensation expense is $1.1 million for the nine months ended September 30, 2019 and $1.1 million for the nine months ended September 30, 2018. The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

 

NOTE 10 – SALARY AND EMPLOYEE BENEFITS

 

Salary and employee benefits for the nine months ended September 30, 2019 and September 30, 2018 consists of the following:

 

(In thousands)  2019   2018 
Stock compensation   1,093    1,125 
Salaries (except R&D)   3,273    2,402 
R&D salaries   714    - 
Bonuses   95    429 
Commissions   2,588    2,469 
Total   7,763    6,425 

 

NOTE 11 – LITIGATION

 

Our subsidiary, HTS (USA), Inc., is currently in litigation with Sagy Amit, a former employee, who claims that he is owed wages and commissions. The case is pending in the Superior Court of California, County of San Diego and discovery has commenced. The Company intends to vigorously contest the action. Management believes the outcome of the case will not have a material impact on the Company’s financial statements.

 

The company is not a party to any other pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

 

F-16
 

 

NOTE 12 – RELATED PARTY TRANSACTIONS

 

Related party transactions are discussed in Note 8.

 

NOTE 13 – LEASES

 

The Company accounts for leases in accordance with ASC Topic 842, “Leases,” which requires lessees to recognize a right-of-use asset and lease liability on the balance sheet and expands disclosures about leasing arrangements for both lessees and lessors, among other items, for most lease arrangements.

 

In accordance with the adoption of ASC 842 on January 1, 2019, we recorded operating lease right-of-use (“ROU”) assets, which represent our right to use an underlying asset for the lease term, and operating lease liabilities which represent our obligation to make lease payments. Generally, we enter into operating lease agreements for facilities. Finance lease assets are recorded within property and equipment, net of accumulated depreciation. The amount of operating lease liabilities due within 12 months are recorded in other current liabilities, with the remaining operating lease liabilities recorded as non-current liabilities in our consolidated balance sheet based on their contractual due dates. Finance lease liabilities are classified according to contractual due dates.

 

The operating lease ROU assets and liabilities are recognized as of the lease commencement date at the present value of the lease payments over the lease term. Most of our leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate which was between 13.16% and 15.06% for all operating leases. Our operating lease agreements may include options to extend the lease term or terminate it early. We have included options to extend in the operating lease ROU assets and liabilities when we are reasonably certain that we will exercise such options. The weighted average remaining lease terms and discount rates for our operating leases were approximately 2.15 years and 14.6% at September 30, 2019. We did not have finance leases at September 30, 2019. Operating lease expense is recognized as rent expense on a straight-line basis over the lease term. We evaluate ROU assets for impairment consistent with our property and equipment policy disclosure included in our 2018 Form 10-K.

 

As of September 30, 2019, operating lease ROU assets were $168 thousand and operating lease liabilities were $164 thousand, of which $70 thousand were classified as noncurrent.

 

Future minimum lease commitments at September 30, 2019 were as follows:

 

Year ending December 31,  Operating Leases 
(In thousands)     
2019 (excluding the nine months ended September 30, 2019)  $36 
2020   82 
2021   36 
2022 and thereafter   54 
Total lease payments   208 
Less imputed interest   (44)
Total  $164 

 

Supplemental cash flow information related to leases was as follows:

 

(In thousands)  Nine Months Ended
September 30, 2019		 
Cash paid for amounts included in the measurement of lease liabilities:     
Cash flows from operating activities - operating leases  $       92 
Right-of-use assets obtained in exchange for lease obligations:     
Operating leases  $17 

 

F-17
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the Company’s results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.

 

A complete discussion of these uncertainties are contained in our Annual Financial Statements included in the Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on June 5, 2019.

 

Introduction

 

Quest is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The professionals simplify the integration process and deliver the solutions to our customers. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in the solutions we provide to our customers.

 

The Company’s business strategy developed into leveraging management’s relationships in the business world for investments for the Company. The Company intends to continue with its acquisition of existing companies with revenues and positive cash flow.

 

3
 

 

On October 5, 2018, the Company entered into a purchase agreement with Walefar and Campbeltown (the “HTS Purchase Agreement”) (Walefar and Campbeltown are collectively referred to as the “Sellers”). Pursuant to the HTS Purchase Agreement, the Company purchased 100% of the capital stock of HTS Image Processing, Inc. (“HTS”) from the Sellers and consequently acquired HTS’s wholly owned subsidiaries HTS (USA), Inc. and HTS Image Ltd. (“HTS Ltd.”) (f/k/a Teamtronics Ltd.)

 

The following is a discussion of the Company’s financial condition, results of operations, financial resources, and working capital. This discussion and analysis should be read in conjunction with the Company’s financial statements contained in this Form 10-Q.

 

OVERVIEW

 

On February 28, 2018, the Company finalized settlement agreements with related parties which have an effective date of December 30, 2017. As part of the settlement agreements, the Company authorized the issuance of 600,000 shares of common stock valued at $59 thousand, 1,685,000 shares of Preferred Stock valued at $0.80 per share and issued 3,000,000 stock warrants with an exercise price of $0.20. The total net amount of debt extinguished in these transactions was $15.4 million.

 

The Company’s sales from continuing operations for the nine months ended September 30, 2019, were $32.7 million, an increase of approximately $3.8 million, or 13.1% over the nine months ended September 30, 2018.

 

4
 

 

The loss from continuing operations for the nine months ended September 30, 2019 was $2.6 million, a decrease of $1.7 million compared with the loss in the nine months ended September 30, 2018 of $4.3 million. Basic loss per share from continuing operations for the nine months ended September 30, 2019 was ($0.04) versus ($0.11) per share for the same time period in 2018.

 

GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2019, the Company had a working capital deficit of $17.2 million and an accumulated deficit of $42.2 million. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. Management’s plan to eliminate the going concern situation includes, but is not limited to, the continuation of improving cash flow, maintaining moderate cost reductions (subsequent to aggressive cost reduction actions already taken in 2018 and continued in 2019), the creation of additional sales and profits across its product lines, and the obtaining of sufficient financing to restructure current debt in a manner more in line with the Company’s improving cash flow and cost reduction successes. The Company has also diversified its sourcing and procurement of materials and finished goods. The Company also completed a debt settlement with a related party in exchange for equity, eliminating future needs for cash in servicing debt.

 

With the acquisition of HTS in October 2018, the Company has in its portfolio of products a computer vision technology that is based on artificial intelligence and machine learning concepts. These solutions have a higher gross profit that will provide an increase in cash flow on a consolidated basis. The Company plans for these products to be a significant revenue source in 2019. Also with the acquisition of HTS, the Company acquired an operating facility with the ability for light manufacturing and assembling components. The Company can use HTS’s assembling facility to reduce the cost of goods and increase profit margins.

 

The matters that resulted in 2018, and a net loss for the nine months ended September 30, 2019, which create substantial doubt about the Company’s ability to continue as a going concern, have been somewhat mitigated by the successful debt reduction settlements entered into 2018. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Results of Operations

 

The following tables set forth certain selected condensed statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.

 

(In thousands, except per share data)  

Nine months ended

September 30

     Variation  
    2019     2018     $     %  
Revenue   $ 45,843     $ 42,369       3,474       8.2  
Cost of Goods sold     34,123       33,687       436       1.3  
Gross Profit     11,720       8,682       3,038       35.0  
Operating Expenses     12,550       10,630       1,920       18.1  
Income (loss) from operations     (830 )     (1,948 )     1,118       (57.4 )
Net loss from continuing operations     (2,608 )     (4,337 )     1,729       (39.9 )
Net Loss per common Share   $ (0.04 )   $ (0.11 )     0.07       (63.6 )

 

(In thousands, except per share data)  Three months ended
September 30		   Variation 
   2019   2018   $   % 
Revenue  $13,097   $13,444    (347)   (2.6)
Cost of Goods sold   9,601    10,745    (1,114)   (10.6)
Gross Profit   3,496    2,699    797    29.5 
Operating Expenses   4,231    3,086    1,145    37.1 
Income (loss) from operations   (735)   (387)   (348)   89.9 
Net loss from continuing operations   (1,443)   (932)   (511)   54.8 
Net Loss per common Share  $(0.02)  $(0.02)   0.00    0.00 

 

Revenues

 

For the nine months ended September 30, 2019 and 2018, the Company generated net revenues in the amount of $45.8 million and $42.4 million, respectively. For the three months ended September 30, 2019 and 2018, the Company generated net revenues in the amount of $13.1 million and $13.4 million, respectively. The 2019 increase between the nine-month periods was attributable to strong performance of our sales team, as well as the inclusion of revenues from our acquired subsidiary, HTS Image Processing, Inc. for the nine-month period ended September 30, 2019.

 

Cost of Goods Sold

 

For the nine months ended September 30, 2019 and 2018, the Company recognized a total of $34.1 million and $33.7 million, respectively, of cost of goods sold. For the nine months ended September 30, 2019 and 2018, cost of goods sold were 74.4% and 79.5% of net revenues, respectively. For the three months ended September 30, 2019 and 2018, the Company recognized a total of $9.6 million and $10.7 million, respectively, of cost of goods sold. For the three months ended September 30, 2019 and 2018, cost of goods sold were 73.3% and 79.9% of net revenues, respectively. Variation from prior years is difficult in an ever increasing competitive industry. Due to this, the Company is continually reevaluating its current product mix and supply channels to improve margins in 2019.

 

5
 

 

Operating expenses

 

Total operating expense for the nine months ended September 30, 2019 and 2018 recognized was $12.6 million and $10.6 million, respectively, representing an 18.1% increase. The increase is attributable to a corresponding increase in revenues as well as the inclusion of nine months of operating expenses from our acquired subsidiary, HTS Image Processing, Inc. Total operating expense for the three months ended September 30, 2019 and 2018 recognized was $4.2 million and $3.1 million, respectively, representing an increase of 37.1%.

 

General and Administrative – General and administrative expenses for the nine months ended September 30, 2019 and 2018 totaled $1.9 million and $1.7 million, respectively, representing a 12.7% increase. General and administrative expenses for the three months ended September 30, 2019 and 2018 totaled $727 thousand and $687 thousand, respectively, representing a 6.0% increase. The increase in the first nine months of 2019 is attributed to the inclusion of nine months of general and administrative expenses for HTS.

 

Salary and benefits – Salary and employee benefits for the nine months ended September 30, 2019 totaled $7.8 million, including $1.1 million from non-cash stock-based compensation, as compared to $6.4 million including $1.1 million from non-cash stock based compensation for the nine months ended September 30, 2018. Excluding stock-based compensation, salaries increased by $1.3 million in the first nine months of 2019 compared to the first nine months of 2018, which increase is primarily attributed to the addition of HTS salaries. Salary and employee benefits for the three months ended September 30, 2019 totaled $2.7 million, including $670 thousand from non-cash stock-based compensation, as compared to $1.6 million including no non-cash stock based compensation for the three months ended September 30, 2018. Excluding stock-based compensation, salaries increased by $481 thousand in the three months ended September 30, 2019 compared to the three months ended September 30, 2018, which increase is primarily attributed to the addition of HTS salaries.

 

Professional Fees – Professional fees for the nine months ended September 30, 2019 were $1.2 million as compared to $1.2 million for the nine months ended September 30, 2018, representing no change. Professional fees for the three months ended September 30, 2019 were $268 thousand as compared to $363 thousand for the three months ended September 30, 2018. The decrease is attributable to cost cutting measures.

 

Other income and expenses

 

Interest Expense - Interest expense for the nine months ended September 30, 2019 totaled $1.8 million, as compared to $963 thousand for the nine months ended September 30, 2018. Interest expense for the three months ended September 30, 2019 totaled $618 thousand, as compared to $303 thousand for the three months ended September 30, 2018. The increase is attributable to the addition of interest expense incurred by HTS as well as interest incurred in connection with the September 2018 amendment to the Scansource Note payable agreement in addition to interest expense incurred in connection with vendor interest agreements.

 

Net loss from continuing operations

 

The Company realized a net loss from continuing operations of $2.6 million for the nine months ended September 30, 2019, compared to a net loss of $4.3 million for the nine months ended September 30, 2018, a decrease of $1.7 million. The Company realized a net loss from continuing operations of $1.4 million for the three months ended September 30, 2019, compared to a net loss of $932 thousand for the three months ended September 30, 2018, an increase of $511 thousand. The decrease in net loss between the nine-month periods is mainly attributable to the Company’s improvement of its gross margin percentage as well as the addition of high margin sales activities of HTS. The increase in net loss between the three-month periods is primarily attributable to larger than usual amounts of non-recurring stock based compensation in the three months ended September 30, 2019.

 

6
 

 

Liquidity and capital resources

 

As of September 30, 2019, the Company had cash in the amount of $2.5 million of which $533 thousand is on deposit and restricted as collateral for a letter of credit and a corporate purchasing card, and a working capital deficit of $17.2 million, compared to cash in the amount of $910 thousand, of which $532 thousand was restricted, and a working capital deficit of $20.5 million as at December 31, 2018. In addition, the Company had a stockholder’s equity of $5.0 million at September 30, 2019 and $2.3 million as of December 31, 2018.

 

The Company’s accumulated deficit was $42.2 million and $39.8 million at September 30, 2019 and December 31, 2018, respectively.

 

The Company’s operations resulted in net cash provided of $4.9 million during the nine months ended September 30, 2019, compared to net cash provided of $263 thousand during the nine months ended September 30, 2018, an increase of $4.7 million. The changes in the non-cash working capital accounts are primarily attributable to a decrease in accounts receivable of $1.4 million during the nine months ended September 30, 2019, and an increase of $4.4 million in accounts payable during the nine months ended September 30, 2019.

 

Net cash used in investing activities was $270 thousand for the nine months ended September 30, 2019, compared to net cash provided of $29 thousand for the nine months ended September 30, 2018, a decrease of $299 thousand, primarily attributable to a large decrease in restricted cash during the nine months ended September 30, 2018.

 

The Company’s financing activities used net cash of $3.1 million during the nine months ended September 30, 2019, compared to net cash used of $29 thousand during the nine months ended September 30, 2018. For the nine months ended September 30, 2019, the Company paid down the Line of Credit with Action Capital by approximately $4.0 million.

 

Inflation

 

The Company’s results of operations have not been affected by inflation and management does not expect inflation to have a material impact on its operations in the future.

 

Off- Balance Sheet Arrangements

 

The Company currently does not have any off-balance sheet arrangements. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e)) as of September 30, 2019, the end of the period covered by this Quarterly Report on Form 10-Q.

 

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, (Principal Financial and Accounting Officer) concluded that, as of September 30, 2019, our disclosure controls and procedures were ineffective as of the end of the period covered to ensure that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. This was due to the following material weaknesses which are indicative of many small companies with limited staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer, and Principal Financial and Accounting Officer, to allow timely decisions regarding required disclosure.

 

During 2018, we identified material weaknesses in our internal control over financial reporting, which were disclosed in our annual report on Form 10-K filed with the SEC on June 5, 2019.

 

7
 

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter, (i.e., the three months ended September 30, 2019), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Our subsidiary, HTS (USA), Inc., is currently in litigation with Sagy Amit, a former employee, who claims that he is owed wages and commissions. The case is pending in the Superior Court of California, County of San Diego and discovery has commenced. The Company intends to vigorously contest the action.

 

ITEM 1A. RISK FACTORS

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the Securities and Exchange Commission this Form 10-Q, including exhibits. You may read and copy all or any portion of the registration statement or any reports, statements or other information in the files at SEC’s Public Reference Room located at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m.

 

You can request copies of these documents upon payment of a duplicating fee by writing to the Commission. You may call the Commission at 1-800-SEC-0330 for further information on the operation of its public reference room. Our filings, including the registration statement, will also be available to you on the website maintained by the Commission at http://www.sec.gov.

 

We intend to furnish our stockholders with annual reports which will be filed electronically with the SEC containing consolidated financial statements audited by our independent auditors, and to make available to our stockholders quarterly reports for the first three quarters of each year containing unaudited interim consolidated financial statements.

 

Quest’s website is located at http://www.QuestSolution.com. The Company’s website and the information to be contained on that site, or connected to that site, is not part of or incorporated by reference into this filing.

 

ITEM 6. EXHIBITS

 

(a)   Exhibits.
     
31.1   Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of our Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
     
32.2   Certification of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

 

8
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 8, 2019

 

QUEST SOLUTION, INC.  
     
By: /s/ Shai Lustgarten  
  Shai Lustgarten  
  President and Chief Executive Officer  

 

9
 

 

EXHIBIT INDEX

 

31.1   Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of our Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
     
32.2   Certification of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

 

10