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8-K - CURRENT REPORT - Net Element, Inc.v410881_8k.htm

 

Exhibit 99.1

 

Net Element Reports First Quarter 2015 Results

 

Year over year net loss per share improves by 64%; revenue growth of 13% year over year

 

MIAMI – May 15, 2015 – Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a provider of global mobile payment technology solutions and value-added transactional services today reported financial results for its quarter ended March 31, 2015.

 

Key Q1 milestones and subsequent events:

 

Reduced adjusted quarterly net loss year over year from $0.11 to $0.04
Executed financing of up to $24 million
Agreed to acquire global payments innovator PayOnline
Surpassed 1 million recurring Russia mobile payment subscribers
Launched UAE-based joint venture to exclusively deliver Net Element payment-as-a-service solutions to Gulf states and India markets
Provided payment solutions for the 2015 College Football Playoff National Championship presented by AT&T
Appointed industry veteran Eric Kirk as Aptito Executive Vice President
Aptito named 2014’s most innovative product and wins silver in Best in Biz Awards
Sales Central version 1.2 released, a cloud-based, proprietary management portal for Net Element sales partners
Upgraded Aptito mPOS software to version 2.3 powerful all-in-one hospitality solution

 

“We’re pleased with our continued growth in revenues and reduced costs for the first quarter of 2015,” commented Oleg Firer, CEO. “Going forward we will continue to focus on increased gross margins through acquisitions and providing additional, higher margin services such as Aptito.”

 

Non GAAP Discussion

 

In an effort to present a more comparative, period on period analysis, we have adjusted net loss to remove the effects of non-cash share based compensation. The adjusted net loss for the three months ended March 31, 2015 was $1,646,584 or a loss of $0.04 per share as compared to an adjusted net loss of $3,569,968 or a loss of $0.11 per share for the three months ended March 31, 2014. The adjusted net loss reduction of $1,923 thousand was due to reductions of the following:

 

Description $ Amount (in thousands)
Reduction in gross margin ($389)
Reduction in general and administrative expense* 1,054
Reduction in interest expense 944
Reduction in amortization expense 153
Reduction in bad debt expense 92
Reduction in other expenses 69

 

* Excludes non-cash compensation expense

 

 
 

 

Net revenues were $5,540,207 for the three months ended March 31, 2015 as compared to $4,843,479 for the three months ended March 31, 2014 and $5,411,986 for the three months ended December 31, 2014. The increase in net revenues is primarily a result of previous quarter purchases of portfolios and organic net increases in merchants. This was offset by a decrease in the mobile payment processing revenues due to restructuring of our mobile payments business which affected the second quarter of 2014 and periods forward.

 

Gross Margin for the three months ended March 31, 2015 was $926,135 (17%) as compared to $1,314,985 (27%) for the three months ended March 31, 2014. The primary reason for the decrease in the margin percentage was a continuing change in business mix and portfolio composition. Our business mix had lower margin transaction processing volume in the three months ended March 31, 2015 versus 2014.

 

General and administrative expenses, excluding non-cash compensation were $2,036,098 for the three months ended March 31, 2015 as compared to $3,089,895 for the three months ended March 31, 2014. The reduction of $1,053,797 was primarily due to transaction losses incurred during the first quarter of 2014 that did not occur in the first quarter of 2015.

 

Non-cash compensation expense from share-based compensation was $601,371 for the three months ended March 31, 2015 compared to $52,050 for the three months ended March 31, 2014. The non-cash compensation expenses were higher for the three months ended March 31, 2015 primarily due to first quarter vesting of stock issued in the third and fourth quarters of 2014.

 

Depreciation and amortization expense was $438,769 for the three months ended March 31, 2015 as compared to $591,699 for the three months ended March 31, 2014. The $152,930 decrease in depreciation and amortization expense was primarily due to purchased merchant portfolios reaching full amortization during 2014.

 

Interest expense was $117,594 for the three months ended March 31, 2015 as compared to $1,061,480 for the three months ended March 31, 2014, representing a decrease of $943,886. The decrease is due to reduced debt outstanding of $4 million at March 31, 2015 as compared to $29 million of notes payable and short term loans outstanding at March 31, 2014.

 

 
 

 

Reconciliation of Non-GAAP Financial Measures and Regulation G Disclosure

 

To supplement its consolidated financial statements presented in accordance with United Stated generally accepted accounting principles (“GAAP”), the Company provides additional measures of its operating results by disclosing its adjusted net loss. Adjusted net loss is calculated as net loss excluding non-cash share based compensation and other one-time, non-recurring items not present in this quarter or same quarter last year results. Net Element discloses this amount on an aggregate and per share basis. These measures meet the definition of non-GAAP financial measures. The Company believes that application of these non-GAAP financial measures is appropriate to enhance the understanding of its historical performance through use of a metric that seeks to normalize period to period earnings.

 

This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Pursuant to Regulation G, a reconciliation of these non-GAAP financial measures with the comparable financial measures calculated in accordance with GAAP for the three months ended March 31, 2015 and 2014 is presented in the following Non-GAAP Financial Measures Table.

 

Non-GAAP Financial Measures

 

   GAAP   Share-based Compensation   Adjusted Non-GAAP 
Three Months Ended March 31, 2015               
Net loss  $(2,247,955)  $601,371   $(1,646,584)
Basic and diluted earnings per share from continuing operations  $(0.05)  $0.01   $(0.04)
Basic and diluted shares used in computing earnings per share from continuing operations   46,057,972         46,057,972 

 

   GAAP   Share-based Compensation   Adjusted Non-GAAP 
Three Months Ended March 31, 2014               
Net Loss  $(3,622,018)  $52,050   $(3,569,968)
Basic and diluted earnings per share from continuing operations  $(0.11)  $0.00   $(0.11)
Basic and diluted shares used in computing earnings per share from continuing operations   32,273,298         32,273,298 

 

 
 

 

NET ELEMENT, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

   March 31,
2015
   December 31,
2014
 
ASSETS          
Current assets:          
Cash  $766,279   $503,343 
Accounts receivable, net   3,275,720    3,417,173 
Advances to aggregators, net   -    18,455 
Prepaid expenses and other assets   755,674    944,243 
Total current assets, net   4,797,673    4,883,214 
Fixed assets, net   60,850    70,918 
Intangible assets, net   2,273,695    2,492,050 
Goodwill   6,671,750    6,671,750 
Other long term assets   225,189    204,737 
Total assets  $14,029,157   $14,322,669 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $3,398,814   $2,698,257 
Deferred revenue   437,625    472,482 
Accrued expenses   2,372,425    2,351,885 
Notes payable (current portion)   318,405    98,493 
Due to related parties   125,000    - 
Total current liabilities   6,652,269    5,621,117 
Note payable (non-current portion)   3,646,595    3,216,507 
Total liabilities   10,298,864    8,837,624 
           
STOCKHOLDERS’ EQUITY          
Preferred stock ($.01 par value, 1,000,000 shares authorized and no shares issued and outstanding)   -    - 
Common stock ($.0001 par value, 200,000,000 shares authorized and 46,186,962 and 45,881,523 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively)   4,618    4,589 
Paid in capital   137,290,970    136,689,629 
Stock subscription receivable   (1,111,130)   (1,111,130)
Accumulated other comprehensive loss   (1,359,628)   (1,251,461)
Accumulated deficit   (131,355,552)   (129,116,344)
Noncontrolling interest   261,015    269,762 
Total stockholders’ equity   3,730,293    5,485,045 
Total liabilities and stockholders’ equity  $14,029,157   $14,322,669 

 

 
 

 

NET ELEMENT, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

   Three months ended March 31, 
   2015   2014 
         
Net revenues  $5,540,207   $4,843,479 
           
Costs and operating expenses:          
Cost of revenues   4,614,072    3,528,494 
General and administrative (includes $601,371 and $52,050 of share based compensation for the three months ended March 31, 2015 and 2014 respectively)   2,637,469    3,141,945 
Provision for bad debts   9,331    101,711 
Depreciation and amortization   438,769    591,699 
Total costs and operating expenses   7,699,641    7,363,849 
Loss from operations   (2,159,434)   (2,520,370)
Interest expense, net   (117,594)   (1,061,480)
Other income (expense)   29,073    (235)
Net loss before income taxes   (2,247,955)   (3,582,085)
Income taxes   -    (39,933)
Net loss   (2,247,955)   (3,622,018)
Net loss attributable to the noncontrolling interest   8,747    28,690 
Net loss attributable to Net Element, Inc. shareholders   (2,239,208)   (3,593,328)
Foreign currency translation   (108,167)   1,283,298 
Comprehensive loss  $(2,347,375)  $(2,310,030)
           
Loss per share - basic and diluted  $(0.05)  $(0.11)
           
Weighted average number of common shares outstanding - basic and diluted   46,057,972    32,273,298 

 

 
 

 

NET ELEMENT, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

   Three Months Ended March 31, 
   2015   2014 
Cash flows from operating activities:          
Net loss  $(2,239,208)  $(3,593,328)
Adjustments to reconcile net loss to net cash used in operating activities          
Non controlling interest   (8,747)   (28,690)
Share based compensation   601,371    52,050 
Deferred revenue   (34,858)   - 
Depreciation and amortization   438,769    591,699 
Changes in assets and liabilities, net of acquisitions and the effect of consolidation of equity affiliates          
Account receivable, net   114,305    4,487,829 
Advances to aggregators   16,715    (5,580)
Prepaid expenses and other assets   278,319    87,008 
Accounts payable   667,819    (252,415)
Accrued expenses   356    (599,629)
Net cash (used in) provided by operating activities   (165,159)   738,944 
           
Cash flows from investing activities          
Purchase of fixed and other assets   (7,352)   (97,117)
Other   503    46,113 
Net cash used in investing activities   (6,849)   (51,004)
           
Cash flows from financing activities          
Proceeds from indebtedness   650,000    1,932,266 
Repayment of indebtedness   (8,710)   (1,085,027)
Related party advances (payments)   125,000    (754,240)
Net cash  provided by financing activities   766,290    92,999 
           
Effect of exchange rate changes on cash   (331,346)   (130,227)
Net increase in cash   262,936    650,712 
           
Cash at beginning of period   503,343    126,319 
Cash at end of period  $766,279   $777,031 
           
Supplemental disclosure of cash flow information          
Cash paid during the period for:          
Interest  $118,910   $574,233 
Taxes  $30,505   $167,610 

 

 
 

 

About Net Element

Net Element (NASDAQ: NETE) is a global payments-as-a-service, technology provider with an integrated mobile and transactional services platform serving millions of emerging market clients. Its wholly owned subsidiary, TOT Group operates Unified Payments, a U.S. focused transaction processing and value-added services brand, Aptito, a next generation, cloud-based point of sale payments platform and TOT Money, a leading mobile payments service provider that is gaining significant traction in the mobile payments market in Russia and for two consecutive years, has been ranked in the Top 3 mobile payments providers by Beeline, Russia’s second largest telecommunications operator. Further information is available at www.netelement.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether Net Element will conclude further acquisitions or be able to offer additional higher margin services , whether Net Element can secure any additional financing, and if such additional financing will be adequate to meet the Company’s objectives. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element’s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element’s ability to successfully expand in existing markets and enter new markets; (iv) Net Element’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element’s business; (viii) changes in government licensing and regulation that may adversely affect Net Element’s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element’s business; (x) Net Element’s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

 

Investor Contact:

 

+1 786-923-0502

investors@netelement.com

www.netelement.com