Emarine Global (EMRN) 10-Q 2019 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2019

Commission File Number: 000-49933

EMARINE GLOBAL INC.

(Exact name of registrant as specified in its charter)

Nevada	95-4886472
(State of organization)	(I.R.S. Employer Identification No.)

4th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan, 44715 Republic of Korea

(Address of principal executive offices)

+82-70-7204-9352

Registrant’s telephone number, including area code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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. [X] Yes [  ] No

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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). [X] Yes [  ] 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 [X]	Smaller reporting company [X]
	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 Act). [  ] Yes [X] No

As of August 13, 2019, the registrant had 23,159,105 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

	PART I - FINANCIAL INFORMATION
ITEM 1.	INTERIM FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS	15
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4	CONTROLS AND PROCEDURES	21
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4.	MINE SAFETY DISCLOSURES	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	22
SIGNATURES		23

2

PART I – FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

eMARINE Global Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of Korean Won, except share and per share amounts)

	June 30			December 31
	2019			2018
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	￦	84,339		￦	126,406
Short-term financial instruments		36,000			18,000
Accounts receivable, net of allowance for doubtful accounts of ￦11,227 as of June 30, 2019 and December 31, 2018		536,116			546,671
Inventories		143,295			7,217
Other current assets		25,648			48,608
Total Current Assets		825,398			746,902
Property and equipment, net		268,839			44,224
Goodwill		1,430,625			1,430,625
Intangible assets, net		251,802			302,155
Deposits		103,199			103,199
Total Assets	￦	2,879,863		���	2,627,105
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	￦	1,229,688		￦	1,393,676
Nontrade payables		1,638,130			1,307,079
Other current liabilities		241,219			238,073
Short-term borrowings		2,314,636			2,385,545
Loans from related parties		52,240			45,980
Current portion of long-term debt		256,980			222,260
Total Current Liabilities		5,732,893			5,592,613
Long-term debt		353,740			452,500
Lease liabilities		232,249			-
Accrued benefit pension liability		1,317,152			1,180,730
Total Liabilities		7,636,034			7,225,843
Commitments and Contingencies (Note 14)
STOCKHOLDERS’ DEFICIT :
Common stock, $0.001 par value, 300,000,000 shares authorized, 23,159,105 and 22,927,992 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively		26,460			26,198
Additional paid-in capital		7,618,923			7,221,876
Accumulated other comprehensive loss		(257,957	)		(215,614	)
Accumulated deficit		(12,143,597	)		(11,631,198	)
Total Stockholders’ Deficit		(4,756,171	)		(4,598,738	)
Total Liabilities and Stockholders’ Deficit	￦	2,879,863		￦	2,627,105

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

3

eMARINE Global Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands of Korean Won, except share and per share amounts)

		Three Months Ended						Six Months Ended
		June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Product	￦	565,323		￦	769,432		￦	1,123,988		￦	1,018,433
Service		101,598			279,770			823,264			1,340,252
Total revenue		666,921			1,049,202			1,947,252			2,358,685
Cost of revenue
Product		302,352			493,431			553,872			675,818
Service		92,579			197,542			574,523			870,170
Total cost of revenue		394,931			690,973			1,128,395			1,545,988
Gross margin		271,990			358,229			818,857			812,697
Selling, general and administrative expenses		721,587			741,295			1,045,921			978,849
Research and development		105,184			29,810			177,044			216,334
Loss from operations		(554,781	)		(412,876	)		(404,108	)		(382,486	)
Other expense:
Interest expense, net		(44,103	)		(39,089	)		(83,801	)		(78,905	)
Other income (expense), net		(8,645	)		11,286			(12,831	)		7,241
Total other expense		(52,748	)		(27,803	)		(96,632	)		(71,664	)
Loss before provision for income taxes		(607,529	)		(440,679	)		(500,740	)		(454,150	)
Income tax		13,279			5,126			11,659			2,196
Net loss	￦	(620,808	)	￦	(445,805	)	￦	(512,399	)		(456,346	)
Net loss per share	￦	(27	)	￦	(19	)	￦	(22	)		(20	)
Weighted average shares outstanding		23,105,771			22,927,992			23,017,373			22,525,778
Net loss	￦	(620,808	)	￦	(445,805	)	￦	(512,399	)		(456,346	)
Other comprehensive loss:
Foreign exchange translation loss		(3,487	)		(13,135	)		(11,341	)		(14,919	)
Remeasurement of pension liabilities		(35,311	)		(18,174	)		(31,002	)		(7,786	)
Other comprehensive loss, net of tax:		(38,798	)		(31,309	)		(42,343	)		(22,705	)
Comprehensive loss	￦	(659,606	)	￦	(477,114	)	￦	(554,742	)		(479,051	)

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

4

eMARINE Global Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Korean Won)

	Six Months Ended
	June 30, 2019			June 30, 2018
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	￦	(512,399	)	￦	(456,346)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		116,634			58,332
Pension plan expenses		110,754			108,458
Deferred income taxes		11,659			2,196
Warrants issued for professional service		373,826			-
Foreign currency loss		5,199			9,659
Changes in operating assets and liabilities:
Accounts receivable		10,555			(284,561	)
Inventories		(136,078	)		(81,222	)
Other current assets		22,960			(10,645	)
Deposits		-			20,300
Accounts payable		(169,187	)		73,793
Nontrade payables		386,644			122,100
Other current liabilities		3,146			14,184
Pension benefits payments		(27,327	)		(30,895	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		196,386			(454,647	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loans to related parties		-			(2,710	)
Decrease in loans to related parties		-			165,166
Purchase of short-term financial instruments		(18,000	)		-
Proceeds from disposals of short-term financial instruments		-			262,000
NET CASH PROVIDED BY INVESTING ACTIVITIES		(18,000	)		424,456
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement, net		-			557,336
Warrants exercised		20,944			-
Drawdown of short-term borrowings		-			122,113
Repayment of short-term borrowings		(70,909	)		(518,508	)
Repayment of current portion of long-term debt		(64,040	)		(101,960	)
Payment of lease liabilities		(58,647	)		-
Increase in loans from related parties		308,800			181,016
Repayment of loans from related parties		(358,133	)		(142,262	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(221,985	)		97,735
Effect of exchange rate on cash and cash equivalents		1,532			(10,632	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(42,067	)		56,912
CASH AND CASH EQUIVALENTS- beginning of year		126,406			109,316
CASH AND CASH EQUIVALENTS- end of year	￦	84,339		￦	166,228
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	￦	79,841		￦	78,652
Income taxes	￦	-		￦	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Recognition of right-of-use assets and lease liabilities	￦	107,387		￦	-
Increase in loans from related parties due to payment of general expenses by related parties	￦	55,594		￦	-

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

5

eMARINE Global Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2019 and 2018

(In thousands of Korean Won, except share amounts)

(Unaudited)

	Common Stock				Additional		Accumulated Other						Total
	$0.001 Par Value				Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Deficit
Balance, December 31, 2017		22,061,317	￦	25,265	￦	6,577,829	￦	(56,593)		￦	(10,492,538)		￦	(3,946,037)
Private placement		866,675		933		558,997		14,597						574,527
Foreign exchange translation gain								(14,919	)					(14,919	)
Remeasurement of pension liabilities								(7,785	)					(7,785	)
Net loss											(456,346	)		(456,346	)
Balance, June 30, 2018		22,927,992	￦	26,198	￦	7,136,826	￦	(64,700)		￦	(10,948,884)		￦	(3,850,560)
Balance, December 31, 2018		22,927,992	￦	26,198	￦	7,221,876	￦	(215,614)		￦	(11,631,198)		￦	(4,598,738)
Warrants issued for professional service						373,826								373,826
Warrants exercised		231,113		262		20,683								20,945
Foreign exchange translation gain						2,538		(11,341	)					(8,803	)
Remeasurement of pension liabilities								(31,002	)					(31,002	)
Net loss											(512,399	)		(512,399	)
Balance, June 30, 2019		23,159,105	￦	26,460	￦	7,618,923	￦	(257,957)		￦	(12,143,597)		￦	(4,756,171)

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

6

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION

eMarine Global Inc. is a Nevada corporation (the “Company”) formed under the name of Web Views Corporation on November 2, 2001. On October 20, 2008, the Company changed its name to Pollex, Inc. (“Pollex”)

On July 25, 2017, the Company entered into a share exchange agreement (the “Exchange Agreement”) with e-Marine Co., Ltd., a corporation organized under the laws of the Republic of Korea (“e-Marine”), and the shareholders of e-Marine (the “e-Marine Shareholders”), pursuant to which the e-Marine Shareholders assigned, transferred and delivered, free and clear of all liens, 100% of the issued and outstanding shares of common stock of e-Marine, representing 100% of the equity interest in e-Marine (the “e-Marine Shares”) in exchange for 14,975,000 restricted shares of its common stock (the “Share Exchange”). As a result of the Share Exchange, e-Marine became the Company’s wholly-owned subsidiary, and the e-Marine Shareholders acquired a controlling interest in the Company.

NOTE 2 – LIQUIDITY FINANCIAL CONDITION AND MANAGEMENT PLANS

These consolidated financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of June 30, 2019, the Company had cash of ￦84,339 thousand. Historically, the Company had net losses and negative cash flows from operations. The Company continues to experience liquidity constraints due to the continuing losses. These factors contributed to the Company’s substantial doubt of its ability to continue as a going concern.

During the six months ended June 30, 2019 and the year ended December 31, 2018, management has addressed going concern remediation through funding through the private placement and is continuing initiatives to raise capital to meet future working capital requirements. However, additional capital is required to reduce the risk of going concern uncertainties for the Company beyond the next twelve months as of the reporting date. There is no certainty that the Company will be able to arrange sufficient funding to continue its operations.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results.

The results for the condensed consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at June 30, 2019 has been derived from unaudited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018, and notes thereto included in the Company’s annual report on Form 10-K filed on April 15, 2019.

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the Securities and Exchange Commission on April 15, 2019.

7

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

Earnings (Loss) Per Share

Earnings (loss) per share are calculated in accordance with ASC 260 “Earnings Per Share,” which provides for the calculation of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options. The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented.

	June 30, 2019		June 30, 2018
Common stock warrants		12,916,688		12,916,688
Potential dilutive shares		12,916,688		12,916,688

These shares were excluded due to their antidilutive effect.

Recent Accounting Pronouncements

In February 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

These ASUs are effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. On January 1, 2019, the Company adopted these ASUs, using modified retrospective transition approach.

A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The adopted the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

On adoption, the Company recognized additional operating liabilities of $￦109,138 thousand, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 along with amending other parts of the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. This ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. At adoption, this update will require a prospective approach. The Company is currently evaluating this ASU to determine its impact on the Company’s operations, financial position, cash flows and disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

8

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

NOTE 4 — INVENTORIES

The components of inventories are as follows (in thousands of Korean Won):

	June 30, 2019		December 31, 2018
Finished goods	￦	-	￦	-
Raw materials		143,295		7,217
	��	143,295		7,217
Less: Inventory reserve		-		-
Total, net	￦	143,295	￦	7,217

NOTE 5 — PROPERTY AND EQUIPMENT

The components of property and equipment are as follows (in thousands of Korean Won):

	June 30, 2019			December 31, 2018
Office equipment	￦	219,980		￦	219,980
Fixtures and furniture		48,520			48,520
Other		285,113			285,112
Total, at cost		553,613			553,612
Less: Accumulated depreciation		(517,023	)		(509,388	)
		36,590			44,224
Right-of-use lease assets - operating		438,885			-
Less: Accumulated depreciation		(206,636	)		-
Right-of-use lease assets - operating, net		232,249			-
Total, net	￦	268,839		￦	44,224

Depreciation expense amounted to ￦7,635 thousand and ￦7,882 thousand for the periods ended June 30, 2019 and 2018, respectively.

Amortization expense on right-of-use lease assets amounted to ￦58,647 and nil for the periods ended June 30, 2019 and 2018, respectively.

NOTE 6 – GOODWILL

In 2011, the Company acquired Intra-Ship Integrated Gateway business from Hyundai BS&C Co., Ltd. and recognized the goodwill of ￦1,430,625 thousand along with the other identifiable assets and liabilities.

The Company assessed relevant events and circumstances in evaluating whether it was more likely than not that its fair value of the reporting unit was less than reporting unit’s carrying amount. The Company concluded that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount and did not perform the two–step impairment test.

NOTE 7 — DEBT

Short-term Borrowings

The Company borrowed ￦260,000 thousand from Kookmin Bank at October 8, 2015 with the maturity of October 2, 2019. The borrowings bear an interest at 6.09% and 4.70% per annum for 2018 and 2017, respectively. The Company paid ￦26,000 thousand and entered into a refinancing agreement at October 2, 2018. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦234,000 thousand and ￦234,000 thousand, respectively. The borrowings are guaranteed by Korea Technology Finance Corporation, a government-funded institution.

The Company borrowed ￦260,000 thousand from Kookmin Bank at November 4, 2015 with the maturity of November 4, 2019. The borrowings bear an interest at 6.13% and 5.05% per annum for 2018 and 2017, respectively. The Company paid ￦26,000 thousand and entered into a refinancing agreement at November 2, 2018. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦234,000 thousand and ￦234,000 thousand, respectively. The borrowings are guaranteed by Korea Technology Finance Corporation, a government-funded institution.

9

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

The Company borrowed ￦1,000,000 thousand from Woori Bank at June 2, 2015 with the maturity of June 1, 2018. The borrowings bear an interest at 4.79% and 4.27% per annum for 2018 and 2017. The Company paid ￦1,000,000 thousand and entered into an extension agreement at May 1, 2019 through which the maturity was extended through 2020. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦900,000 thousand and ￦900,000 thousand, respectively. The borrowings are guaranteed by Korea Technology Finance Corporation, a government-funded institution.

The Company borrowed ￦500,000 thousand from Suhyup Bank at July 18, 2016 with the original maturity of July 18, 2018. The maturity was extended 1 year, which is July 18, 2019. The borrowings bear an interest at 2.50 % per annum for 2018 and 2017. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦428,000 thousand and ￦428,000 thousand, respectively. The borrowings are collateralized by the savings account of ￦3,000 thousand and guaranteed by Hyundai BS&C Co., Ltd., a nonaffiliated company.

The Company borrowed ￦550,000 thousand from GMT Co., Ltd. at April 19, 2017 with the maturity of November 30, 2017. The borrowings bear an interest at 6.00 % per annum for 2017. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦195,000 thousand. The Company is in negotiation with the lender to extend the maturity. The balance is currently in default.

The Company borrowed ￦300,000 thousand from GNC Co., Ltd. at April 18, 2017 with the maturity of November 30, 2017. The borrowings bear an interest at 6.00 % per annum for 2017. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦300,000 thousand. The Company is in negotiation with the lender to extend the maturity. The balance is currently in default.

The Company borrowed ￦130,000 thousand from Kwangju Bank at September 27, 2018 with the maturity of August 24, 2019. The borrowings bear an interest at 5.65 % per annum for 2018 and 2019. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦23,636 thousand and ￦94,545 thousand, respectively. The borrowings are guaranteed by Ung Gyu Kim, President and CEO.

As of June 30, 2019 and December 31, 2018, the estimated fair value of the short-term borrowings approximate their carrying values.

Long-term Debt

The components of the long-term debt, including the current portion, are as follows (in thousands of Korean Won):

	June 30, 2019			December 31, 2018
Loans from Small & medium Business Corporation borrowed at March 23, 2016 with the maturity of March 22, 2021 and at an interest of 4.22% and 4.22% per annum for 2019 and 2018, respectively, guaranteed by Ung Gyu Kim, President and CEO	￦	333,120		￦	374,760
Loans from Small & medium Business Corporation borrowed at February 28, 2017 with the maturity of February 28, 2022 and at an interest of 2.65% per annum, guaranteed by Ung Gyu Kim, President and CEO		177,600			200,000
Loans from Small & medium Business Corporation borrowed at August 13, 2018 with the maturity of August 14, 2023 and at an interest of 2.43% per annum, guaranteed by Ung Gyu Kim, President and CEO		100,000			100,000
Total		610,720			674,760
Less: current portion		(256,980	)		(222,260	)
Total long-term debt less current portion	￦	353,740		￦	452,500

10

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

As of June 30, 2019 and December 31, 2018, the estimated fair value of the long-term debt, including the current portion, were ￦610,720 and ￦674,760, respectively.

As of June 30, 2019 and December 31, 2018, respectively, the Company was in compliance with the financial covenant in credit agreements as defined in the credit agreements.

NOTE 8 – PENSION PLANS

The Company has a defined benefit plan covering all full time employees who met certain requirements of age, length of service and hours worked per year. Benefits paid to retirees are based upon age at retirement and years of credited service.

The components of benefit expense are as follows (in thousands of Korean Won):

	June 30, 2019		June 30, 2018
Service cost	￦	103,665	￦	102,871
Interest cost		7,089		5,587
Prior service cost		-		-
Total	￦	110,754	￦	108,458

NOTE 9 – STOCKHOLDERS’ DEFICIT

Authorized and Outstanding Capital Stock

The Company authorized 300,000,000 shares of common stock, par value $0.001, of which 23,159,105 are currently issued and outstanding. The Company also has 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share. There are currently no shares of preferred stock outstanding.

Common Stock

The shareholders of common stock (the “Shareholders”) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of the Company’s assets available for distribution to the Shareholders upon the liquidation, dissolution or winding up of business. The Shareholders do not have preemptive, subscription or conversion rights.

The Shareholders are entitled to one vote per share on all matters which they are entitled to vote upon at all meetings of the Shareholders. The Shareholders do not have cumulative voting rights, which would allow the Shareholders of more than 50% of outstanding voting securities to elect all of directors.

The payment of dividends, if any, in the future rests within the sole discretion of the Board of Directors and will depend, among other things, upon earnings, capital requirements and financial condition, as well as other relevant factors. The Company has not paid any dividends since its inception and do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in its business.

Blank Check Preferred Stock

The Board of Directors will be authorized, subject to any limitations prescribed by law, without further vote or action by the Shareholders, to issue from time to time preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the Board of Directors, which may include, among other things, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

11

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

Warrants

As of June 30, 2019, the Company has outstanding warrants to purchase up to an aggregate of 12,916,688 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, July 25, 2017, at an exercise price of $0.60 per share, subject to adjustments as set forth in the warrant. The Company also has outstanding warrants to purchase up to an aggregate of 1,100,000 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, July 25, 2017, at an exercise price of $0.08 per share, subject to adjustments as set forth in the warrant.

On April 17, 2019, the Company issued 231,133 warrants to purchase up to an aggregate of 231,133 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, April 17, 2022, at an exercise price of $0.08 per share, subject to adjustments as set forth in the warrant.

The Company may issue warrants to non-employees in capital raising transactions or for services. In accordance with ASC 718, “Compensation—Stock Compensation”, the cost of warrants issued to non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

NOTE 10 – RELATED PARTY TRANSACTIONS

The Company borrowed ￦141,216 thousand from Ung Gyu Kim, President, at February 25, 2018 with the maturity of June 25, 2020. The borrowings bear an interest at 4.60 % per annum. At June 30, 2019 and December 31, 2018, the balance for the borrowings was ￦52,240 thousand and ￦45,980, respectively.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Operating leases

The Company entered into noncancelable operating leases for office facilities and vehicles. The leases do not include renewal options and, in the normal course of business, it is expected that these leases will be renewed. Rent expense under the operating leases totaled ￦67,906 thousand for the six month period ended June 30, 2019.

Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of June 30, 2019 (in thousands of Korean Won):

Year Ending June 30,
2020	￦	100,897
2021		88,451
2022		47,363
2023		14,440
Total	￦	251,151

	June 30, 2019
Lease cost:
Operating lease cost	￦	65,506
Short-term lease cost		2,400
Total lease cost	￦	67,906
Other information
Cash paid for amounts included in the measurement of lease liabilities	￦	67,906
Operating cash flows from operating leases	￦	67,906
Weighted-average remaining lease term - operating leases		2.7 years
Weighted-average discount rate - operating leases		5.74	%

12

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

Maintenance Bond

In connection with service agreements with certain customers, the Company is required to provide a maintenance bond to guarantee the maintenance for a specified period of time following completion of service. The Company purchases maintenance bonds from third-party guarantors and is not exposed to contingent liabilities.

Legal Proceedings

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition except for the lawsuit against Shinwoo E&D Co., Ltd. (“Shinwoo”). There was an unpaid amount due ￦84,095,000 from Shinwoo in dispute as of June 30, 2019. The Company filed a lawsuit and the ruling by the district court at January 18, 2018 was in favor of the Company. Shinwoo appealed against the court decision at February 1, 2018. The Company believes it is probable that it will not suffer from an adverse outcome related to the case. The Company has not recorded any reserve related to this dispute as of June 30, 2019.

NOTE 12 — CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable. Credit risk with respect to trade accounts receivable was concentrated with four and four of the Company’s customers in June 30, 2019 and December 31, 2018, respectively.

At June 30, 2019, G2 ICT Co., Ltd., Hyundai Electric & Systems Co., Ltd., Shinwoo E&D Co., Ltd. and Hanjin Heavy Industries & Construction Co., Ltd. represented 45%, 17%, 15% and 12% of accounts receivable outstanding.

At December 31, 2018, G2 ICT Co., Ltd., Shinwoo E&D Co., Ltd., Hyundai Heavy Industries Co., Ltd. and Hanjin Heavy Industries & Construction Co., Ltd. represented 44%, 15%, 13% and 11% of accounts receivable outstanding.

The Company performs ongoing credit evaluations of its customers’ financial condition to mitigate its credit risk. The deterioration of the financial condition of its major customers could adversely impact the Company’s operations. From time to time where the Company determines that circumstances warrant, the Company extends payment terms beyond its standard payment terms.

During the six month period ended June 30, 2019, Naval Logistics Command and Hyundai Global Service Co., Ltd. represented 41% and 10% of the Company’s net sales.

During the period ended June 30, 2018, Naval Logistics Command and Research Institute of Medium & small Shipbuilding represented 25% and 10% of the Company’s net sales.

NOTE 13 — REVENUE CLASSES

Revenue from the sale of products and services is recorded when the performance obligation is fulfilled, usually at the time of shipment or when the service is provided, at the net sales price (transaction price). The Company elected to present revenue net of value added tax and other similar taxes and account for shipping and handling activities as fulfillment costs rather than separate performance obligations.

The Company recognizes revenue in accordance with the following five-step model:

● identify arrangements with customers;

● identify performance obligations;

13

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

● determine transaction price;

● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and

● recognize revenue as performance obligations are satisfied.

Accounting Policy

Revenue for sale of goods is recognized when the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of the goods can be estimated reliably, there is no continuing involvement with goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

Revenue from services is recognized by reference to the stage of performance of the services when the Company can reliably measure the amount of revenue and the recovery of the consideration is considered probable.

Disaggregation of Revenue

Selected financial information for the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows (in thousands of Korean Won):

		For the Six Months Ended
		June 30, 2019		June 30, 2018
Products	e-Navigation	￦	637,182	￦	953,243
	Smart Ship		486,806		65,190
Projects	e-Navigation		801,194		745,245
	Smart Ship		22,070		595,007
Total		￦	1,947,252	￦	2,358,685

NOTE 14 — SUBSEQUENT EVENTS

The Company has evaluated events that have occurred after the balance sheet date but before the consolidated financial statements are issued and determined that there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements.

14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.

Forward-Looking Statements

This Management’s Discussion and Analysis and Results Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for our products, and competition.

In this quarterly report, the “eMarine,” “EMRN,” the “Company,” “we,” “us,” and “our” and other similar designations refer to eMarine Global Inc. and its wholly-owned subsidiary, e-Marine Co, Ltd. (“e-Marine”).

Company Overview

eMarine Global Inc. is a Nevada corporation (the “Company”) formed under the name “Web Views Corporation” on November 2, 2001. On October 20, 2008, we changed our name to “Pollex, Inc.”

On July 25, 2017, we entered into a share exchange agreement (the “Exchange Agreement”) with e-Marine Co., Ltd., a corporation organized under the laws of the Republic of Korea (“e-Marine”), and the shareholders of e-Marine (the “e-Marine Shareholders”), pursuant to which the e-Marine Shareholders assigned, transferred and delivered, free and clear of all liens, 100% of the issued and outstanding shares of common stock of e-Marine, representing 100% of the equity interest in e-Marine (the “e-Marine Shares”) to us in exchange for 14,975,000 restricted shares of our Common Stock (the “Share Exchange”). As a result of the Share Exchange, e-Marine became our wholly-owned subsidiary, and the e-Marine Shareholders acquired a controlling interest in the Company.

At the time of the Share Exchange, the Company was engaged in the online games business by acquiring gaming licenses in order to make them commercially available abroad. As a result of the Share Exchange, we have now assumed e-Marine’s business operations as our own. The acquisition of e-Marine is treated as a reverse acquisition, and the business of e-Marine became the business of the Company.

e-Marine Co., Ltd. was organized under the laws of the Republic of Korea on January 2, 2001, and is a maritime information and communications technology provider based in South Korea. e-Marine seeks to achieve safety of life at sea through the use of various technologies, such as e-Navigation, Maritime Internet-of-Things (otherwise known as “I.o.T.”) and marine big data technology (collectively, “Maritime ICT Convergence”). e-Marine’s main products and services are divided into four categories: (i) Electronic Chart Display & Information System (“ECDIS”); (ii) Smart Ship; (iii) Overseas Solutions Distributions; and (iv) Aids to Navigation.

15

On August 15, 2017, we entered into an agreement and plan of (the “Merger Agreement”), pursuant to which we merged with and into our newly formed wholly-owned subsidiary (the “Merger Sub” and, the transaction, the “Merger”).

As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s name from “Pollex, Inc.” to “eMARINE Global Inc.” Upon the filing of articles of merger with the Secretary of State of Nevada on August 15, 2017 in order to effect the Merger, the Company’s articles of incorporation were deemed amended to reflect the change in the Company’s corporate name. Upon consummation of the Merger, the separate existence of Merger Sub ceased.

Our principal execute offices are located at 4th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan, 44715 South Korea.

Overview of Business

We are a leading provider of information and communications technology for the maritime industry. We provide solutions for the collection, integration and display of maritime information abroad and ashore by electronic means to enhance berth-to-berth navigation and related services. We believe that these solutions provide the most efficient means to secure the safety of life at sea and to protect the marine environment. We offer all of our products and services through subscription, installation, updates and/or maintenance contracts.

Our Products & Solutions

We offer onboard and onshore products and solutions to customers operating within the maritime and shipbuilding industries through our two business divisions: (i) our maritime information and communications technology (“Maritime ICT”) division and (ii) our shipbuilding information and communications (“Shipbuilding ICT”) division.

We focus our business on four main hardware and software products : (i) Electronic Chart Display & Information System (“ECDIS”); (ii) Smart Ship solutions; (iii) distribution of overseas solutions; and (iv) Aids to Navigation management solutions.

Electronic Chart Display and Information Systems

We offer e-Navigator, our branded electronic chart display and information system (“ECDIS”), which is a computer-based navigation system that complies with International Maritime Organization (“IMO”) regulations and can be used as an alternative to paper navigation charters. Integrating a variety of real-time information, it is an automated decision aid capable of continuously determining a vessel’s position in related to land, charted objects, navigation aids and unseen hazards, which is key in helping operators monitor and plan routes. An ECDIS includes electronic navigation charts (“ENC”), which we also offer, and integrates position information from the global positioning system (“GPS”) and other navigational sensors, such as radar, fathometer and automatic identification systems. It can also provide additional navigation-related information, such as sailing directions. Only the hardware is regulated by the IMO, while the software is subject to patents. We have obtained ECDIS software and South Korean patents for ECDIS technology.

Smart Ship Solutions

Our Smart Ship technology is the result of our partnership with Hyundai Heavy Industries (“HHI”) and much of it has been implemented on HHI’s newly-built ships. These systems use the marine Internet of Things (“I.o.T.”) and big data technologies to provide solutions such as the Intra-Ship Integrated Gateway (“ISIG”), an intra-ship network that promotes greater communication amongst a fleet while at sea; the Collision Avoidance and Optimal Voyage Systems, both dedicated to helping mariners determine the best routes and avoid incidents at sea; and the Remote Maintenance and Engine Monitoring Systems, which similarly promote crews’ safety by ensuring that vessels are kept in shipshape condition. Through the further development of our Smart Ship solutions, we believe will make greater in-roads into the autonomous ship and unmanned ship markets.

16

Overseas Solutions Distribution

We have agreements with a number of maritime products manufacturers. We have an exclusive agreement with Teledyne Technologies International Corp for the distribution of CARIS, maritime GIS software. We distribute digital charts from C-Map, The United Kingdom Hydrographic Office and the Korea Hydrography and Research Association. In 2017, we began providing services related to a maritime-training simulator for the Republic of Korea Navy in cooperation with ECA-Sindel. We also are the exclusive distributor of Hatteland’s maritime-specialized hardware.

Aids to Navigation Management Systems

We implement Aids to Navigation (“AtoN”) management systems for public maritime agencies. AtoN systems include sensors that are attached to navigational aids at sea and management software installed at the ground control level for information collection, display and analysis. Our AtoN System consists of the (i) Maritime Weather Signals Total Management System and the (ii) e-A2N device.

The Maritime Weather Signals Total Management System is a technology that collects weather information that is then transmitted to all major ports and maritime offices for public and civic use. It collects weather signals in various formats, including AIS, CDMA and TRS, and then simultaneously displays such information as tidal height, wind directivity, wind speed and sea temperature. We have implemented over a dozen maritime information systems in major port cities such as Busan, Incheon and Ulsan. In 2017, we implemented our Total Management System, which compiles all maritime weather information and delivers it through one central center, at the National Maritime Positioning, Navigation, and Timing Office. We believe that once the IMO begins its e-Navigation initiative, the Total AtoN Management System will be a part of the Total Maritime Traffic System.

Our e-A2N device detects technical malfunctions and sends real-time data such as battery status and weather conditions to ground control, bringing attention to ship components in need of maintenance. We believe that our e-A2N device results in cost reduction and unnecessary manpower while also benefiting users, such as crew members, passengers, pilots and seaferers, by providing access to weather information via port dashboards and smart applications. To date, we have installed e-A2N devices in over 4,000 navigational aids throughout Korea.

Key Factors of Our Business Model

We cover every aspect of the ENC technology within our e-Navigator from manufacturing, modification, personalization, distribution and maintenance. We offer our customers our e-Navigator ECDIS and ENC separately or as a package, which we believe provides us with a cost competitive edge, as well as seamless integration and on-going maintenance.

We have developed our e-Navigator and our ECN products in an effort to offer our customers what we believe to be the best product possible in the market. Currently, we hold approximately 90% of the market of private ships through our government contracts with the Republic of Korea (“R.O.K”) Navy and Coast Guard, and we hold approximately 60% of the public sector market share. The rest of the market is held by other domestic and foreign competitors, including Japan Radio Co., Ltd., Furuno Electric Co., Ltd. and Martin Electric Co., Ltd. We have been the market leader of ECDIS in Korea, consistently supplying and operating maintenance service for the Republic of Korea Navy, the Coast Guard and other public and commercial ships. We continuously provide ECDIS maintenance services to an average of 200 navy vessels annually, with contracts renewed every one to two years

In September 2018, we won a contract from the R.O.K. Navy to provide maintenance services to navy ships through fiscal year 2020. This marks the 9^th consecutive year in which we have won such contracts.

We are a Smart Ship solutions development partner of Hyundai Heavy Industries. We supply ISIG, Optimal Navigation System and Engine Status Monitoring System to Hyundai Heavy Industries and anticipate supplying subsequent Smart Ship products to Hyundai Heavy Industries and other shipbuilders in South Korea such as Hanjin Heavy Industries and Samsung Heavy Industries

17

Limited Operating History

We are in the early stages of development and have a limited operating history. We have a history of operating losses and may not achieve or maintain profitability and positive cash flow. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment. Even if we accomplish these objectives, we may not generate positive cash flows or the profits we anticipate in the future. We cannot guarantee we will be successful in our business operations.

The following discussion and analysis should be read in conjunction with our audited financial statements for the fiscal year ended December 31, 2018, and accompanying notes, in the our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2019.

CRITICAL ACCOUNTING POLICIES 

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these consolidated financial statements requires us to exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the consolidated financial statements.

We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

There have been no material changes except to the Company’s critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the Company’s 2018 Annual Report, which we believe are the most critical to our business and the understanding of our results of operations and affect the more significant judgments and estimates that we use in the preparation of our consolidated financial statements.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2019 and 2018

The following table summarizes the results of our operations during the three months ended June 30, 2019 and 2018, respectively, and percentage increase or (decrease) from the current 3-month period to the prior 3-month period (in thousands of Korean Won):

Line Item	June 30, 2019 (unaudited)		June 30, 2018 (unaudited)		Increase (Decrease)			Percentage Increase (Decrease)
Revenue	￦	666,921	￦	1,049,202	￦	(382,281	)		(36	)%
Operating expense	￦	1,287,729	￦	1,489,881	￦	(207,278	)		(14	)%
Net loss	￦	620,808	￦	445,805	￦	175,003			39	%

18

Revenue. Total revenue for the three months ended June 30, 2019 and 2018 was ￦666,921 thousand and ￦1,049,202 thousand, respectively. The decrease of ￦382,281 thousand, or 36%, was primarily due to the delay of contracting the annual Navy ASWTT maintenance project.

Cost of Revenue. Total cost of revenue for the three months ended June 30, 2019 and 2018 was ￦394,931 thousand and ￦690,973 thousand, respectively. The decrease of ￦296,042 thousand, or 43%, was primarily due to the decreased cost of revenue on maintenance projects.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended June 30, 2019 and 2018 was ￦721,587 thousand and ￦741,295 thousand, respectively. The decrease of ￦19,708 thousand, or 3%, was primarily due to the expense saving efforts, including the reduction of rent and service fees, resulting in the decrease in general and administrative expense.

Research and Development. Research and development expenses for the three months ended June 30, 2019 and 2018 was ￦105,184 thousand and ￦29,810, respectively. The increase of ￦75,374 thousand, or 253%, was primarily due to the increase in the research and development activities on smart ship technology enhancement.

Loss from Operations.Loss from operations for the three months ended June 30, 2019 and 2018 was ￦554,781 thousand and ￦412,876 thousand, respectively. The increase of ￦141,905 thousand, or 34%, was due to the combination of the decrease in gross margin and the increase in legal and professional fees.

Other Expense. Other expense for the three months ended June 30, 2019 and 2018 was ￦52,748 thousand and ￦27,803 thousand, respectively. The increase of ￦24,945 thousand, or 90%, was primarily due to the increase in interest expense.

Net Loss. Net loss for the three months ended June 30, 2019 and 2018 was ￦620,808 thousand and ￦445,805 thousand, respectively. The increase of ￦175,003 thousand, or 39%, was due to the combination of the decrease in gross margin and the increase in the research and development expenses.

Six Months Ended June 30, 2019 and June 30, 2018

The following table summarizes the results of our operations during the six months ended June 30, 2019 and 2018, respectively, and percentage increase or (decrease) from the current 6-month period to the prior 6-month period (in thousands of Korean Won):

Line Item	June 30, 2019 (unaudited)		June 30, 2018 (unaudited)		Increase (Decrease)			Percentage Increase (Decrease)
Revenue	￦	1,947,252	￦	2,358,685	￦	(411,433	)		(17	)%
Operating expense	￦	2,459,651	￦	2,815,031	￦	(355,380	)		(13	)%
Net loss	￦	512,399	￦	456,346	￦	56,053			12	%

Revenue. Total revenue for the six months ended June 30, 2019 and 2018 was ￦1,947,252 thousand and ￦2,358,685 thousand, respectively. The decrease of ￦411,433 thousand, or 17%, was primarily due to the delay of contracting the annual Navy ASWTT maintenance project.

Cost of Revenue. Total cost of revenue for the six months ended June 30, 2019 and 2018 was ￦1,128,395 thousand and ￦1,545,988 thousand, respectively. The decrease of ￦417,593 thousand, or 27%, was primarily due to the decrease in outsourcing costs and the increase in government subsidy.

19

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six months ended June 30, 2019 and 2018 was ￦1,045,921 thousand and ￦978,849 thousand, respectively. The increase of ￦67,072 thousand, or 7%, was primarily due to the increase in legal and professional fees.

Research and Development. Research and development expenses for the six months ended June 30, 2019 and 2018 was ￦177,044 thousand and ￦216,334, respectively. The decrease of ￦39,290 thousand, or 18%, was primarily due to the decrease in the research and development activities on typhoon monitoring system algorithms.

Loss from Operations.Loss from operations for the six months ended June 30, 2019 and 2018 was ￦404,108 thousand and ￦382,486 thousand, respectively. The increase of ￦21,622 thousand, or 6%, was due to the combination of the decrease in revenue and the increase in the selling, general and administrative expenses.

Other Expense. Other expense for the six months ended June 30, 2019 and 2018 was ￦96,632 thousand and ￦71,664 thousand, respectively. The increase of ￦24,968 thousand, or 35%, was primarily due to the increase in interest expense.

Net Loss. Net loss for the six months ended June 30, 2019 and 2018 was ￦512,399 thousand and ￦456,346 thousand, respectively. The increase of ￦56,053 thousand, or 12%, was due to the combination of the decrease in revenue and the increase in the selling, general and administrative expenses. 

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

As of June 30, 2019, the Company had ￦84,339 thousand of cash on hand as compared to ￦126,406 thousand as of December 31, 2018. For the six months ended June 30, 2019, the Company reported loss from operations of ￦404,108 thousand and net cash provided by operating activities of ￦196,386 thousand. The Company continues to experience liquidity constraints due to the continuing losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

During 2019, management has been continuing initiatives to raise capital to meet future working capital requirements. However, additional capital is required to reduce the Company’s risk of going concern uncertainties beyond the next twelve months as of August 14, 2019. There is no certainty that the Company will be able to arrange sufficient funding to continue its operations.

Operating Cash Flows.Net cash provided by operating activities for the six months ended June 30, 2019 was ￦196,386 thousand, which was due to the net loss of ￦512,399 thousand, the increase in net operating assets of ￦102,563, and payments of pension benefits of ￦27,327 offset by the adjustment of noncash items of ￦618,072 thousand to the net loss and increase in operating liabilities of ￦220,603 thousand.

Investing Cash Flows.Net cash used in investing activities for the six months ended June 30, 2019 was ￦18,000 thousand, which was due to the purchase of short-term financial instruments of ￦18,000 thousand.

Financing Cash Flows.Net cash used in financing activities for the six months ended June 30, 2019 was ￦221,985 thousand, which was due the proceeds from warrants exercised of ￦20,944 thousand offset by the net decrease in short-term borrowings of ￦70,909, repayment of current portion of long-term debt of ￦64,040 thousand, payment of lease obligations of ￦58,647 thousand and net decrease in loans from related parties of ￦49,333 thousand.

20

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management has concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report to provide the reasonable assurance discussed above.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Our management has concluded that, as of June 30, 2019, our internal control over financial reporting is not effective based on these criteria.

Turner Stone & Company, the independent registered public accounting firm that audited our financial statements included in this Quarterly Report on Form 10-Q, was not required to issue an attestation report on our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we may be involved in litigation incidental to the conduct of our business. In the ordinary course of business, we may be a party to inquiries, legal proceedings and claims including, from time to time, disagreements with vendors and customers.

Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition except for the lawsuit against Shinwoo E&D Co., Ltd. (“Shinwoo”). There was an unpaid amount due ￦84,095 thousand from Shinwoo in dispute as of March 31, 2019. The Company filed a lawsuit and the ruling by the district court at January 18, 2018 was in favor of the Company. Shinwoo appealed against the court decision at February 1, 2018. The Company believes it is probable that it will not suffer from an adverse outcome related to the case. The Company has not recorded any reserve related to this dispute as of June 30, 2019.

21

ITEM 1A. RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

On April 22, 2019, upon receiving the warrant exercise notice of a warrant holder, the Company issued an aggregate of 231,113 shares of its common stock to such warrant holder. The exercise price of such warrant is $0.08 per share of common stock.

In connection with the foregoing issuances, the Company relied upon the exemption from securities registration provided by Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None. 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101 SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101 LAB	XBRL Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

22

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	EMARINE GLOBAL INC.
Date: August 14, 2019	By:	/s/ Ung Gyu Kim
		Ung Gyu Kim
		Chief Executive Officer

23