Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | RumbleON, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Entity Central Index Key | 1,596,961 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 11,928,541 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 5,378,282 | $ 9,170,652 |
Restricted Cash | 200,000 | 0 |
Accounts receivable, net | 340,059 | 577,107 |
Inventory | 3,125,315 | 2,834,666 |
Prepaid expenses | 216,826 | 308,880 |
Total current assets | 9,260,482 | 12,891,305 |
Property and equipment, net | 3,363,029 | 3,360,832 |
Goodwill | 1,850,000 | 1,850,000 |
Other assets | 46,572 | 50,693 |
Total assets | 14,520,083 | 18,152,830 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 1,293,949 | 1,179,216 |
Accrued interest payable | 55,715 | 33,954 |
Current portion of long term debt | 585,072 | 1,081,593 |
Total current liabilities | 1,934,736 | 2,294,763 |
Long term liabilities: | ||
Notes payable | 1,506,524 | 1,459,410 |
Accrued interest payable - related party | 0 | 32,665 |
Total long term liabilities | 1,506,524 | 1,492,075 |
Total liabilities | 3,441,260 | 3,786,838 |
Commitments and contingencies (Notes 4, 5, 7, 12, 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 0 | 0 |
Additional paid in capital | 23,699,067 | 23,372,360 |
Accumulated deficit | (12,633,173) | (9,019,297) |
Total stockholders' equity | 11,078,823 | 14,365,992 |
Total liabilities and stockholders' equity | 14,520,083 | 18,152,830 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 1,000 | 1,000 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 11,929 | $ 11,929 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 1,000,000 | 1,000,000 |
Common stock, shares outstanding | 1,000,000 | 1,000,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 99,000,000 | 99,000,000 |
Common stock, shares issued | 11,928,541 | 11,928,541 |
Common stock, shares outstanding | 11,928,541 | 11,928,541 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | ||
Pre-owned vehicle sales | $ 8,027,680 | $ 0 |
Other sales and revenue | 52,525 | 38,889 |
Total Revenue | 8,080,205 | 38,889 |
Expenses: | ||
Cost of revenue | 7,521,301 | 34,688 |
Selling, general and administrative | 3,880,492 | 655,208 |
Depreciation and amortization | 205,767 | 60,085 |
Total expenses | 11,607,560 | 749,981 |
Operating loss | (3,527,355) | (711,092) |
Interest expense | 86,521 | 211,803 |
Net loss before provision for income taxes | (3,613,876) | (922,895) |
Benefit for income taxes | ||
Net loss | $ (3,613,876) | $ (922,895) |
Weighted average number of common shares outstanding – basic and fully diluted | 12,928,541 | 7,263,492 |
Net loss per share – basic and fully diluted | $ (0.28) | $ (0.13) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) | Preferred Stock | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, shares at Dec. 31, 2017 | 0 | 1,000,000 | 11,928,541 | |||
Beginning Balance, amount at Dec. 31, 2017 | $ 0 | $ 1,000 | $ 11,929 | $ 23,372,360 | $ (9,019,297) | $ 14,365,992 |
Stock-based compensation | 326,707 | 326,707 | ||||
Net loss | (3,613,876) | (3,613,876) | ||||
Ending Balance, shares at Mar. 31, 2018 | 0 | 1,000,000 | 11,928,541 | |||
Ending Balance, amount at Mar. 31, 2018 | $ 0 | $ 1,000 | $ 11,929 | $ 23,699,067 | $ (12,633,173) | $ 11,078,823 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,613,876) | $ (922,895) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 205,767 | 60,085 |
Amortization of debt discount | 47,114 | 0 |
Interest expense on conversion of debt | 0 | 196,076 |
Share based compensation expense | 326,707 | 0 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | 92,054 | (38,452) |
Increase in inventory | (290,649) | 0 |
Decrease (increase) in accounts receivable | 237,048 | (16,187) |
Increase in accounts payable and accrued liabilities | 114,733 | 535,201 |
Decrease in accrued interest payable | (10,904) | 0 |
Decrease in other assets | 4,121 | 0 |
Net cash used in operating activities | (2,887,885) | (186,172) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash used for acquisitions | 0 | (750,000) |
Technology development | (185,968) | (127,358) |
Purchase of other assets | 0 | (42,775) |
Purchase of property and equipment | (21,996) | 0 |
Net cash used in investing activities | (207,964) | (920,133) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from note payable | 585,072 | 667,000 |
Repayments of line of credit-floor plan | (1,081,593) | 0 |
Proceeds from sale of common stock | 0 | 3,113,040 |
Net cash (used in) provided by financing activities | (496,521) | 3,780,040 |
NET CHANGE IN CASH | (3,592,370) | 2,673,735 |
CASH AT BEGINNING OF PERIOD | 9,170,652 | 1,350,580 |
CASH AT END OF PERIOD | $ 5,578,282 | $ 4,024,315 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Description of Business and Significant Accounting Policies | Organization RumbleOn, Inc. (the “Company”) was incorporated in October 2013 under the laws of the State of Nevada, as Smart Server, Inc. (“Smart Server”). On February 13, 2017, the Company changed its name from Smart Server, Inc. to RumbleOn, Inc. Description of Business Smart Server was originally formed to engage in the business of designing and developing mobile application payment software for smart phones and tablet computers. After Smart Server ceased its technology development activities in 2014, it had no operations and nominal assets, meeting the definition of a “shell company” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and regulations thereunder. In July 2016, Berrard Holdings Limited Partnership (“Berrard Holdings”) acquired 99.5% of the common stock of the Company from the principal stockholder. Shortly after the Berrard Holdings common stock purchase, the Company began exploring the development of a capital light e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned vehicles in one online location. In April 2017, the Company launched its online marketplace, a capital light disruptive e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned vehicles in one online location. The Company’s goal is to transform the way pre-owned vehicles are bought and sold by providing users with the most efficient, timely and transparent transaction experience. The Company’s initial focus is the market for vin specific pre-owned vehicles with an emphasis on motorcycles and other powersports. Serving both consumers and dealers, through our online marketplace platform, we make cash offers for the purchase of pre-owned vehicles. In addition, we offer a large inventory of pre-owned vehicles for sale along with third-party financing and associated products. Our operations are designed to be scalable by working through an infrastructure and capital light model that is achievable by virtue of a synergistic relationship with our regional partners, including dealers and auctions. We utilize regional partners in the acquisition of pre-owned vehicles to provide inspection, reconditioning and distribution services. These regional partners earn incremental revenue and enhance profitability through fees from inspection, reconditioning and distribution programs. Our business model is driven by a technology platform we acquired in February 2017, through our acquisition of substantially all of the assets of NextGen Dealer Solutions, LLC (“NextGen”). The acquired system provides integrated vehicle appraisal, inventory management, customer relationship and lead management, equity mining, and other key services necessary to drive the online marketplace. Over the past 16 years, the developers of the software have designed and built high-quality application solutions for both dealers and large multi-national clients. Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the SEC and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company’s Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of their financial condition, results of operations, and cash flows for the periods presented. The information at December 31, 2017 in the Company’s Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets included in the Company’s 2017 Annual Report on Form 10-K filed with the SEC on February 27, 2018. The Company’s 2017 Annual Report on Form 10-K, together with the information incorporated by reference into such report, is referred to in this quarterly report as the “2017 Annual Report.” This quarterly report should be read in conjunction with the 2017 Annual Report. Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, inventory valuation, depreciable lives, carrying value of intangible assets, sales returns, receivables valuation, taxes, and contingencies. Actual results could differ materially from those estimates. Earnings (Loss) Per Share The Company follows the FASB Accounting Standards Codification (“ASC”) Topic 260- Earnings per share Revenue Recognition The Company recognizes revenue when all of the following conditions are satisfied: (i) there is persuasive evidence of an arrangement; (ii) the product or service has been provided to the customer; (iii) the amount to be paid by the customer is fixed or determinable; and (iv) the collection of the Company’s payment is probable. Goodwill Goodwill is not amortized but rather tested for impairment at least annually. The Company tests goodwill for impairment annually during the fourth quarter of each year. Goodwill will also be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment testing for goodwill is done at the reporting unit level. The Company has concluded that currently it has one reporting unit. Goodwill is being amortized for income tax purposes over a 15-year period. Technology Development Costs Technology development costs are accounted for pursuant to ASC 350, Intangibles — Goodwill and Other. Vehicle Inventory Vehicle inventory is accounted for pursuant to ASC 330, Inventory Cash and Cash Equivalents The Company considers all cash accounts and all highly liquid short-term investments purchased with an original maturity of three months or less to be cash or cash equivalents. As of March 31, 2018 and December 31, 2017, the Company did not have any investments with maturities greater than three months. Property and Equipment, Net Property and equipment is stated at cost less accumulated depreciation and amortization and consists of capitalized technology development costs, furniture and equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful life of the assets. Costs of significant additions, renewals and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Advertising and marketing expenses for the three-months ended March 31, 2018 and 2017 was $1,122,299 and $26,130, respectively. Recent Pronouncements The Company has adopted FASB ASU 2014-09, Revenue from Contracts with Customers The Company has adopted ASU No. 2017-04, Intangibles–Goodwill and Other (Topic 350) Simplifying the test for Goodwill Impairment |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Acquisitions | |
Acquisitions | On February 8, 2017, the Company acquired substantially all of the assets of NextGen in exchange for $750,000 in cash, plus 1,523,809 unregistered shares of Class B Common Stock of the Company, which were issued at a negotiated fair value of $1.75 per share and a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,334 (the “NextGen Note”). The NextGen Note matures on the third anniversary of the closing date (the “Maturity Date”). During the fourth quarter of 2017, the Company finalized the preliminary purchase price allocation recorded at the acquisition date and made a measurement period adjustment to the preliminary purchase price allocation which included:(i) an increase to technology development of $1,500,000; (ii) a decrease in goodwill of $1,390,000; (iii) a decrease to customer contracts of $10,000; and (iv) a decrease to non-compete agreements of $100,000. The measurement period adjustment would have resulted in a $38,750 net increase in accumulated amortization and amortization expense previously recorded for the three-months ended March 31, 2017. This measurement period adjustment is reflected in the table below. The Company made these measurement period adjustments to reflect facts and circumstances that existed as of the acquisition date and did not result from intervening events subsequent to such date. The following table presents the purchase price consideration: Preliminary Purchase Price Allocation Cumulative Measurement Period Adjustment Final Purchase Price Allocation Net tangible assets acquired: Technology development $ 1,400,000 $ 1,500,000 $ 2,900,000 Customer contracts 10,000 (10,000 ) - Non-compete agreements 100,000 (100,000 ) - Tangible assets acquired 1,510,000 1,390,000 2,900,000 Goodwill 3,240,000 (1,390,000 ) 1,850,000 Total purchase price 4,750,000 - 4,750,000 Less: Issuance of shares (2,666,666 ) - (2,666,666 ) Less: Debt issued (1,333,334 ) - (1,333,334 ) Cash paid $ 750,000 - $ 750,000 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property And Equipment Net | |
Property and Equipment, Net | The following table summarizes property and equipment, net as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Vehicles $ 472,870 $ 472,870 Furniture and equipment 171,639 149,643 Technology development 3,592,754 3,406,786 Total property and equipment 4,237,263 4,029,299 Less: accumulated depreciation and amortization 874,234 668,467 Property and equipment, net $ 3,363,029 $ 3,360,832 Amortization and depreciation on Property and Equipment is determined on a straight-line basis over the estimated useful lives ranging from 3 to 5 years. During the fourth quarter of 2017, the Company finalized the preliminary purchase price allocation of the NextGen acquisition and recorded a measurement period adjustment to increase the amount of the preliminary purchase price allocated to technology development from $1,400,000 to $2,900,000. At March 31, 2018, capitalized technology development costs were $3,592,754 which includes $2,900,000 of software acquired in the NextGen transaction. Total technology development costs incurred for the three-months ended March 31, 2018 was $469,307 of which $185,968 was capitalized and $283,339 was charged to expense in the accompanying Condensed Consolidated Statements of Operations. The amortization of capitalized technology development costs for the three-months ended March 31, 2018 was $173,760. Total technology development costs incurred for the three-months ended March 31, 2017 was $205,367, of which $127,358 was capitalized and $78,009 was charged to expense in the accompanying Condensed Consolidated Statements of Operations. The amortization of capitalized technology development costs for the three-months ended March 31, 2017 was $48,248. Depreciation on furniture and equipment for the three-months ended March 31, 2018 and 2017 was $32,008 and $587, respectively. |
Accounts Payable And Accrued Li
Accounts Payable And Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Payable And Accrued Liabilities | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | The following table summarizes accounts payable and other accrued liabilities as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Accounts payable $ 1,264,694 $ 1,094,310 Accrued payroll 25,731 79,288 Other accrued expenses 3,524 5,618 $ 1,293,949 $ 1,179,216 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Notes Payable | March 31, 2018 December 31, 2017 Notes payable-NextGen dated February 8, 2017. Interest is payable semi-annually at 6.5% through February 9, 2019 and 8.5% through maturity which is February 8, 2020. $ 1,333,334 $ 1,333,334 Notes payable-private placement dated March 31, 2017. Interest is payable semi-annually at 6.5% through March 31, 2019 and 8.5% through maturity which is March 31, 2020. 667,000 667,000 Line of credit-floor plan dated February 16, 2018. Facility provides up to $25,000,000 of available credit secured by vehicle inventory and other assets. Interest rate at March 31, 2018 was 6.9%. Principal and interest is payable on demand. 585,072 - Line of credit-floor plan dated November 2, 2017. Facility provides up to $2,000,000 of available credit secured by vehicle inventory and other assets. Interest rate at December 31, 2017 was 6.5%. Principal and interest is payable on demand. - 1,081,593 Less: Debt discount (493,810 ) (540,924 ) $ 2,091,596 $ 2,541,003 Current portion 585,072 1,081,593 Long-term portion $ 1,506,524 $ 1,459,410 Note Payable-NextGen On February 8, 2017, in connection with the acquisition of NextGen, the Company issued a subordinated secured promissory note in favor of NextGen in the amount of $1,333,334 (the “NextGen Note”). Interest accrues and will be paid semi-annually (i) at a rate of 6.5% annually from the closing date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the closing date through the maturity date, which is February 8, 2020. Upon the occurrence of any event of default, the outstanding balance under the NextGen Note shall become immediately due and payable upon election of the holder. The Company’s obligations under the NextGen Note are secured by substantially all the assets of NextGen Pro, LLC, a wholly-owned subsidiary of the Company (“NextGen Pro”), pursuant to an Unconditional Guaranty Agreement (the “Guaranty Agreement”), by and among NextGen and NextGen Pro, and a related Security Agreement between the parties, each dated as of February 8, 2017. Under the terms of the Guaranty Agreement, NextGen Pro has agreed to guarantee the performance of all the Company’s obligations under the NextGen Note. Interest expense on the NextGen Note for the three-months ended March 31, 2018 was $22,320. Notes Payable-Private Placement On March 31, 2017, the Company completed funding of the second tranche of the 2016 Private Placement (as defined below). The investors were issued 1,161,920 shares of Class B Common Stock of the Company and promissory notes (the “Private Placement Notes”) in the amount of $667,000, in consideration of cancellation of loan agreements having an aggregate principal amount committed by the purchasers of $1,350,000. Under the terms of the Private Placement Notes, interest shall accrue on the outstanding and unpaid principal amounts until paid in full. The Private Placement Notes mature on March 31, 2020. Interest accrues at a rate of 6.5% annually from the closing date through the second anniversary of such date and at a rate of 8.5% annually from the second anniversary of the closing date through the maturity date. Upon the occurrence of any event of default, the outstanding balance under the Private Placement Notes shall become immediately due and payable upon election of the holders. Based on the relative fair values attributed to the Class B Common Stock and promissory notes issued in the 2016 Private Placement, the Company recorded a debt discount on the promissory notes of $667,000 with the corresponding amounts as addition to paid in capital. The debt discount is amortized to interest expense until the scheduled maturity of the Private Placement Notes in March 2020 using the effective interest method. The effective interest rate at March 31, 2018 was 26.0%. Interest expense on the Private Placement Notes for the three-months ended March 31, 2018 was $57,805, which included debt discount amortization of $47,114 for the three-months ended March 31, 2018. Line of Credit-Floor Plans On February 16, 2018, the Company, through its wholly-owned subsidiary RMBL Missouri, LLC (the “Borrower”), Advances under the Credit Facility will bear interest at a per annum rate designated from time to time by the Lender and will be determined using a 365/360 simple interest method of calculation, unless expressly prohibited by law. Advances under the Credit Facility, if not demanded earlier, are due and payable for each vehicle financed under the Credit Facility as and when such vehicle is sold, leased, consigned, gifted, exchanged, transferred, or otherwise disposed of. Interest under the Credit Facility is due and payable upon demand, but, in general, in no event later than 60 days from the date of request for payment. Upon any event of default (including, without limitation, the Borrower’s obligation to pay upon demand any outstanding liabilities of the Credit Facility), the Lender may, at its option and without notice to the Borrower, exercise its right to demand immediate payment of all liabilities and other indebtedness and amounts owed to Lender and its affiliates by the Borrower and its affiliates. On November 2, 2017, the Company through the Borrower, entered into a floor plan line of credit (the “Credit Line”) with NextGear Capital, Inc. (“NextGear”) in the amount of $2,000,000, or such lesser sum which may be advanced to or on behalf of the Borrower from time to time, pursuant to that certain Demand Promissory Note and Loan and Security Agreement. Any advance under the Credit Line bears interest on a per annum basis from the date of the request of such advance (or date of the financed receivable, as applicable), based upon a 360-day year, and such interest shall be compounded daily until such outstanding advances are paid in full at a rate of interest set forth in schedules published by NextGear. As of December 31, 2017, the effective rate of interest was NextGear NextGear NextGear On February 20, 2018, the Company notified NextGear that it was terminating the Credit Line, and all security or other credit documents entered into in connection therewith. At the time of the notification, there was no indebtedness outstanding under the Credit Line. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Stockholders' Equity | On January 9, 2017, the Company’s Board of Directors approved, subject to stockholder approval, the adoption of the RumbleOn, Inc. 2017 Stock Incentive Plan (the “Plan”), |
Selling, General And Administra
Selling, General And Administrative | 3 Months Ended |
Mar. 31, 2018 | |
Selling General And Administrative | |
SELLING, GENERAL AND ADMINISTRATIVE | The following table summarizes the detail of selling, general and administrative expense for the three-months ended March 31, 2018 and 2017: Three-Months Ended March 31, 2018 2017 Selling, General and Administrative: Compensation and related costs $ 1,400,476 $ 121,930 Advertising and marketing 1,122,299 26,130 Professional fees 209,863 346,257 Technology development 283,339 78,009 General and administrative 864,515 82,882 $ 3,880,492 $ 655,208 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | The following table includes supplemental cash flow information, including noncash investing and financing activity for the three-months ended March 31, 2018 and 2017: Three-Months Ended March 31, 2018 2017 Cash paid for interest $ 49,521 $ - Note payable issued on acquisition $ - $ 1,333,334 Conversion of notes payable-related party $ - $ 206,209 Issuance of shares for acquisition $ - $ 2,666,666 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes | |
Income Taxes | U.S. Tax Reform On December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act, or the Act, was signed in to law. The Tax Act, among other changes, reduces the U.S. federal corporate tax rate from 35% to 21%, requires taxpayers to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. On March 31, 2018, the Company did not have any foreign subsidiaries and the international aspects of the Tax Act are not applicable. In connection with the initial analysis of the impact of the Tax Act, the Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 26.1%. The remeasurement of the Company’s deferred tax balance was primarily offset by application of its valuation allowance. In projecting the Company’s income tax expense for the year ended December 31, 2018, management has concluded it is not likely to recognize the benefit of its deferred tax asset, net of deferred tax liabilities, and as a result a full valuation allowance will be required. As such, no income tax benefit has been recorded for the three-month periods ended March 31, 2018 and 2017. At December 31, 2017 the Company had an operating loss carryforward of approximately $8,740,879 which begins to expire in 2033. We have provided a valuation allowance on the deferred tax assets of $2,149,654 for the year ended December 31, 2017. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Loss Per Share | |
Loss Per Share | Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The computation of diluted net loss per share for the three-months ended March 31, 2018 did not include 741,000 of RSUs or 218,250 of warrants to purchase shares of Class B Common Stock as their inclusion would be antidilutive. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Related Party Transactions | On March 31, 2017, the Company completed the sale of 620,000 shares of Class B Common Stock at a price of $4.00 per share for aggregate proceeds of $2,480,000 in a private placement (the “2017 Private Placement”). Officers and directors of the Company acquired 175,000 shares of Class B Common Stock in the 2017 Private Placement. In May 2017, the Company completed the sale of an additional 37,500 shares of Class B Common Stock in the 2017 Private Placement. A key component of the Company’s business model is to utilize regional partners in the acquisition of preowned vehicles as well as utilize these regional partners to provide inspection, reconditioning and distribution services. These regional partners earn incremental revenue and enhance profitability through fees from inspection, reconditioning and distribution programs. In connection with the development of the regional partner program, the Company tested various aspects of the program by utilizing a dealership (the “Dealer”) to which Mr. Chesrown, the Company’s Chief Executive Officer, has provided financing in the form of a $400,000 convertible promissory note. The note matures on May 1, 2019, interest is payable monthly at 5% per annum and can be converted into a 25% ownership interest in the Dealer at any time. Revenue recognized by the Company from the Dealer for the threemonths ended March 31, 2018 was $98,505 or 1.2% of the Company’s total Revenue. Included in Cost of Revenue for the Company at March 31, 2018 includes $93,491 or 1.2% of Total Cost of Revenue. Included in Accounts receivable at March 31, 2018 is $51,176 owed to the Company by the Dealer. In addition, the Company presently subleases warehouse space from the Dealer that is separate and distinct from the location of the dealership, on the same terms as paid by the Dealer. This subleased facility serves as the northwestern regional distribution center for the Company. For the three-months ended March 31, 2018, the Company paid $45,000 in rent under the sublease. In connection with the NextGen acquisition, the Company entered into a Services Agreement (the “Services Agreement”) with Halcyon Consulting, LLC (“Halcyon”), to provide development and support services to the Company. Mr. Kakarala, a director of the Company, currently serves as the Chief Executive Officer of Halcyon. Pursuant to the Services Agreement, the Company will pay Halcyon hourly fees for specific services, set forth in the Services Agreement, and such fees may increase on an annual basis, provided that the rates may not be higher than 110% of the immediately preceding year’s rates. The Company will reimburse Halcyon for any reasonable travel and pre-approved out-of-pocket expenses in connection with its services to the Company. For the three-months ended March 31, 2018 and 2017, the Company paid $54,159 and $184,470, respectively under the Services Agreement. As of March 31, 2018, the Company had promissory notes of $370,556 and accrued interest of $24,086 due to an entity controlled by a director and to the director of the Company. The promissory notes were issued in connection with the completion of a private placement for the sale of an aggregate of 900,000 shares of common stock of the Company at a purchase price of $1.50 per share for aggregate proceeds of $1,350,000 on March 31, 2017 (the “2016 Private Placement”). Interest expense on the promissory notes for the three-months ended March 31, 2018 was $32,114 which included debt discount amortization of $26,175. The interest was charged to interest expense in the Condensed Consolidated Statements of Operations and included in accrued interest under long-term liabilities in the Condensed Consolidated Balance Sheets. As of December 31, 2016, the Company had the BHLP Note payable of $197,358 and accrued interest of $5,508 due to an entity that is owned and controlled by Mr. Berrard a current officer and director of the Company. On March 31, 2017, the Company issued 275,312 shares of Class B Common Stock upon full conversion of the BHLP Note. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies | |
Commitments and Contingencies | The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions (or settlements) may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | On April 30, 2018, the Company entered into a $15 million Senior Secured Credit Facility with Hercules Capital, Inc. (“Hercules”), a leader in customized debt financing for companies in technology and life sciences related markets. Under the terms of the facility, $5.0 million will be funded at closing with the balance available in two additional tranches over the term of the facility, subject to certain operating targets. The facility has an initial 36-month maturity and initial 10.5% interest rate. Pursuant to the loan agreement, the Company issued to Hercules at closing a warrant to purchase 81,818 shares of Class B common stock at an exercise price of $5.50 per share. |
Description of Business and S20
Description of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Summary Of Significant Accounting Policies Policies | |
Organization | RumbleOn, Inc. (the “Company”) was incorporated in October 2013 under the laws of the State of Nevada, as Smart Server, Inc. (“Smart Server”). On February 13, 2017, the Company changed its name from Smart Server, Inc. to RumbleOn, Inc. |
Description of Business | Smart Server was originally formed to engage in the business of designing and developing mobile application payment software for smart phones and tablet computers. After Smart Server ceased its technology development activities in 2014, it had no operations and nominal assets, meeting the definition of a “shell company” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and regulations thereunder. In July 2016, Berrard Holdings Limited Partnership (“Berrard Holdings”) acquired 99.5% of the common stock of the Company from the principal stockholder. Shortly after the Berrard Holdings common stock purchase, the Company began exploring the development of a capital light e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned vehicles in one online location. In April 2017, the Company launched its online marketplace, a capital light disruptive e-commerce platform facilitating the ability of both consumers and dealers to Buy-Sell-Trade-Finance pre-owned vehicles in one online location. The Company’s goal is to transform the way pre-owned vehicles are bought and sold by providing users with the most efficient, timely and transparent transaction experience. The Company’s initial focus is the market for vin specific pre-owned vehicles with an emphasis on motorcycles and other powersports. Serving both consumers and dealers, through our online marketplace platform, we make cash offers for the purchase of pre-owned vehicles. In addition, we offer a large inventory of pre-owned vehicles for sale along with third-party financing and associated products. Our operations are designed to be scalable by working through an infrastructure and capital light model that is achievable by virtue of a synergistic relationship with our regional partners, including dealers and auctions. We utilize regional partners in the acquisition of pre-owned vehicles to provide inspection, reconditioning and distribution services. These regional partners earn incremental revenue and enhance profitability through fees from inspection, reconditioning and distribution programs. Our business model is driven by a technology platform we acquired in February 2017, through our acquisition of substantially all of the assets of NextGen Dealer Solutions, LLC (“NextGen”). The acquired system provides integrated vehicle appraisal, inventory management, customer relationship and lead management, equity mining, and other key services necessary to drive the online marketplace. Over the past 16 years, the developers of the software have designed and built high-quality application solutions for both dealers and large multi-national clients. |
Basis of Presentation | The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the SEC and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company’s Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of their financial condition, results of operations, and cash flows for the periods presented. The information at December 31, 2017 in the Company’s Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets included in the Company’s 2017 Annual Report on Form 10-K filed with the SEC on February 27, 2018. The Company’s 2017 Annual Report on Form 10-K, together with the information incorporated by reference into such report, is referred to in this quarterly report as the “2017 Annual Report.” This quarterly report should be read in conjunction with the 2017 Annual Report. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, inventory valuation, depreciable lives, carrying value of intangible assets, sales returns, receivables valuation, taxes, and contingencies. Actual results could differ materially from those estimates. |
Earnings (Loss) Per Share | The Company follows the FASB Accounting Standards Codification (“ASC”) Topic 260- Earnings per share |
Revenue Recognition | The Company recognizes revenue when all of the following conditions are satisfied: (i) there is persuasive evidence of an arrangement; (ii) the product or service has been provided to the customer; (iii) the amount to be paid by the customer is fixed or determinable; and (iv) the collection of the Company’s payment is probable. |
Goodwill | Goodwill is not amortized but rather tested for impairment at least annually. The Company tests goodwill for impairment annually during the fourth quarter of each year. Goodwill will also be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment testing for goodwill is done at the reporting unit level. The Company has concluded that currently it has one reporting unit. Goodwill is being amortized for income tax purposes over a 15-year period. |
Technology Development Costs | Technology development costs are accounted for pursuant to ASC 350, Intangibles — Goodwill and Other. |
Vehicle Inventory | Vehicle inventory is accounted for pursuant to ASC 330, Inventory |
Cash and Cash Equivalents | The Company considers all cash accounts and all highly liquid short-term investments purchased with an original maturity of three months or less to be cash or cash equivalents. As of March 31, 2018 and December 31, 2017, the Company did not have any investments with maturities greater than three months. |
Property and Equipment, Net | Property and equipment is stated at cost less accumulated depreciation and amortization and consists of capitalized technology development costs, furniture and equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful life of the assets. Costs of significant additions, renewals and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred. |
Advertising and Marketing Costs | Advertising and marketing costs are expensed as incurred and are included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Advertising and marketing expenses for the three-months ended March 31, 2018 and 2017 was $1,122,299 and $26,130, respectively. |
Recent Pronouncements | The Company has adopted FASB ASU 2014-09, Revenue from Contracts with Customers The Company has adopted ASU No. 2017-04, Intangibles–Goodwill and Other (Topic 350) Simplifying the test for Goodwill Impairment |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Acquisitions Tables | |
Purchase price consideration | Preliminary Purchase Price Allocation Cumulative Measurement Period Adjustment Final Purchase Price Allocation Net tangible assets acquired: Technology development $ 1,400,000 $ 1,500,000 $ 2,900,000 Customer contracts 10,000 (10,000 ) - Non-compete agreements 100,000 (100,000 ) - Tangible assets acquired 1,510,000 1,390,000 2,900,000 Goodwill 3,240,000 (1,390,000 ) 1,850,000 Total purchase price 4,750,000 - 4,750,000 Less: Issuance of shares (2,666,666 ) - (2,666,666 ) Less: Debt issued (1,333,334 ) - (1,333,334 ) Cash paid $ 750,000 - $ 750,000 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property And Equipment Net Tables | |
Property and equipment | March 31, 2018 December 31, 2017 Vehicles $ 472,870 $ 472,870 Furniture and equipment 171,639 149,643 Technology development 3,592,754 3,406,786 Total property and equipment 4,237,263 4,029,299 Less: accumulated depreciation and amortization 874,234 668,467 Property and equipment, net $ 3,363,029 $ 3,360,832 |
Accounts Payable And Accrued 23
Accounts Payable And Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Payable And Accrued Liabilities Tables | |
Accounts Payable And Accrued Liabilities | March 31, 2018 December 31, 2017 Accounts payable $ 1,264,694 $ 1,094,310 Accrued payroll 25,731 79,288 Other accrued expenses 3,524 5,618 $ 1,293,949 $ 1,179,216 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Payable Tables | |
Notes payable | March 31, 2018 December 31, 2017 Notes payable-NextGen dated February 8, 2017. Interest is payable semi-annually at 6.5% through February 9, 2019 and 8.5% through maturity which is February 8, 2020. $ 1,333,334 $ 1,333,334 Notes payable-private placement dated March 31, 2017. Interest is payable semi-annually at 6.5% through March 31, 2019 and 8.5% through maturity which is March 31, 2020. 667,000 667,000 Line of credit-floor plan dated February 16, 2018. Facility provides up to $25,000,000 of available credit secured by vehicle inventory and other assets. Interest rate at March 31, 2018 was 6.9%. Principal and interest is payable on demand. 585,072 - Line of credit-floor plan dated November 2, 2017. Facility provides up to $2,000,000 of available credit secured by vehicle inventory and other assets. Interest rate at December 31, 2017 was 6.5%. Principal and interest is payable on demand. - 1,081,593 Less: Debt discount (493,810 ) (540,924 ) $ 2,091,596 $ 2,541,003 Current portion 585,072 1,081,593 Long-term portion $ 1,506,524 $ 1,459,410 |
Selling, General And Administ25
Selling, General And Administrative (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Selling General And Administrative Tables | |
Selling, general and administrative expense | Three-Months Ended March 31, 2018 2017 Selling, General and Administrative: Compensation and related costs $ 1,400,476 $ 121,930 Advertising and marketing 1,122,299 26,130 Professional fees 209,863 346,257 Technology development 283,339 78,009 General and administrative 864,515 82,882 $ 3,880,492 $ 655,208 |
Supplemental Cash Flow Inform26
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information Tables | |
Supplemental cash flow information | Three-Months Ended March 31, 2018 2017 Cash paid for interest $ 49,521 $ - Note payable issued on acquisition $ - $ 1,333,334 Conversion of notes payable-related party $ - $ 206,209 Issuance of shares for acquisition $ - $ 2,666,666 |
Description of Business and S27
Description of Business and Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
RSU Member | |
Stock-based compensation | $ 326,707 |
Acquisitions (Details)
Acquisitions (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Preliminary Purchase Price Allocation | |
Net tangible assets acquired: | |
Tangible assets acquired | $ 1,510,000 |
Goodwill | 3,240,000 |
Total purchase price | 4,750,000 |
Less: Issuance of shares | (2,666,666) |
Less: Debt issued | (1,333,334) |
Cash paid | 750,000 |
Preliminary Purchase Price Allocation | Technology development | |
Net tangible assets acquired: | |
Tangible assets acquired | 1,400,000 |
Preliminary Purchase Price Allocation | Customer Contracts | |
Net tangible assets acquired: | |
Tangible assets acquired | 10,000 |
Preliminary Purchase Price Allocation | Non-Compete Agreements | |
Net tangible assets acquired: | |
Tangible assets acquired | 100,000 |
Cumulative Measurement Period Adjustment | |
Net tangible assets acquired: | |
Tangible assets acquired | 1,390,000 |
Goodwill | (1,390,000) |
Total purchase price | 0 |
Less: Issuance of shares | 0 |
Less: Debt issued | 0 |
Cash paid | 0 |
Cumulative Measurement Period Adjustment | Technology development | |
Net tangible assets acquired: | |
Tangible assets acquired | 1,500,000 |
Cumulative Measurement Period Adjustment | Customer Contracts | |
Net tangible assets acquired: | |
Tangible assets acquired | (10,000) |
Cumulative Measurement Period Adjustment | Non-Compete Agreements | |
Net tangible assets acquired: | |
Tangible assets acquired | (100,000) |
Final Purchase Price Allocation | |
Net tangible assets acquired: | |
Tangible assets acquired | 2,900,000 |
Goodwill | 1,850,000 |
Total purchase price | 4,750,000 |
Less: Issuance of shares | (2,666,666) |
Less: Debt issued | (1,333,334) |
Cash paid | 750,000 |
Final Purchase Price Allocation | Technology development | |
Net tangible assets acquired: | |
Tangible assets acquired | 2,900,000 |
Final Purchase Price Allocation | Customer Contracts | |
Net tangible assets acquired: | |
Tangible assets acquired | 0 |
Final Purchase Price Allocation | Non-Compete Agreements | |
Net tangible assets acquired: | |
Tangible assets acquired | $ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property And Equipment Net Details | ||
Vehicles | $ 472,870 | $ 472,870 |
Furniture and equipment | 171,639 | 149,643 |
Technology development | 3,592,754 | 3,406,786 |
Total property and equipment | 4,237,263 | 4,029,299 |
Less: accumulated depreciation and amortization | 874,234 | 668,467 |
Property and equipment, net | $ 3,363,029 | $ 3,360,832 |
Property and Equipment, Net (30
Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property And Equipment Net Details Narrative | |||
Technology development costs | $ 205,367 | $ 127,358 | |
Software acquired | 3,592,754 | $ 3,406,786 | |
Depreciation expense | $ 32,008 | $ 587 |
Accounts Payable And Accrued 31
Accounts Payable And Accrued Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounts Payable And Accrued Liabilities Details | ||
Accounts payable | $ 1,264,694 | $ 1,094,310 |
Accrued payroll | 25,731 | 79,288 |
Other accrued expenses | 3,524 | 5,618 |
Total accounts payable and accrued liabilities | $ 1,293,949 | $ 1,179,216 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Notes payable | $ 2,091,596 | $ 2,541,003 |
Less: Debt discount | (493,810) | (540,924) |
Current portion | 585,072 | 1,081,593 |
Long-term portion | 1,506,524 | 1,459,410 |
Notes Payable 1 | ||
Notes payable | 1,333,334 | 1,333,334 |
Notes Payable 2 | ||
Notes payable | 667,000 | 667,000 |
Notes Payable 3 | ||
Notes payable | 585,072 | 0 |
Notes Payable 4 | ||
Notes payable | $ 0 | $ 1,081,593 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Interest expense | $ 86,521 | $ 211,803 | |
Debt discount | $ (493,810) | $ (540,924) | |
Notes Payable 1 | |||
Interest rate | 6.50% | ||
Interest expense | $ 22,320 | ||
Notes Payable 2 | |||
Interest rate | 6.50% | ||
Interest expense | $ 57,805 | ||
Notes Payable 3 | |||
Interest rate | 6.90% | ||
Notes Payable 4 | |||
Interest rate | 6.50% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
RSU Member | ||
Compensation expense | $ 326,707 |
Selling, General And Administ35
Selling, General And Administrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Selling, general and administrative: | ||
Compensation and related costs | $ 1,400,476 | $ 121,930 |
Advertising and marketing | 1,122,299 | 26,130 |
Professional fees | 209,863 | 346,257 |
Technology development | 283,339 | 78,009 |
General and administrative | 864,515 | 82,882 |
Total selling general and administrative | $ 3,880,492 | $ 655,208 |
Supplemental Cash Flow Inform36
Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Cash Flow Information Details | ||
Cash paid for interest | $ 49,521 | $ 0 |
Note payable issued on acquisition | 0 | 1,333,334 |
Conversion of notes payable-related party | 0 | 206,209 |
Issuance of shares for acquisition | $ 0 | $ 2,666,666 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) | 3 Months Ended |
Mar. 31, 2018shares | |
RSU Member | |
Antidilutive shares excluded from computation | 741,000 |
Class B Common Stock | |
Antidilutive shares excluded from computation | 218,250 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transactions Details Narrative | ||
Revenue generated | $ 98,505 | |
Cost of revenue | 93,491 | |
Services Agreement | 54,159 | $ 184,470 |
Promissory notes | 370,556 | |
Amortization | $ 26,175 |