SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim period ended March 31, 2020. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's financial statements for the year ended December 31, 2019, which contains the audited financial statements and notes thereto, for the year ended December 31, 2019 included within the Company's Form 10-K filed with the SEC on May 22, 2020. The interim results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ended December 31, 2020 or for any future interim periods. The December 31, 2019 Balance Sheet is derived from the Company's audited financial statements but does not include all necessary disclosures for full U.S. GAAP presentation. Principles of consolidation The consolidated condensed financial statements include the accounts of Driven Deliveries, Inc., and its wholly-owned subsidiaries, Budee, Inc., Ganjarunner, Inc. and Global Wellness, LLC. All significant intercompany balances and transactions have been eliminated in the consolidated condensed financial statements. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Risk factors In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 ("2017 Tax Act"). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. Concentrations The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2020 and December 31, 2019, the Company did not have any cash equivalents. Inventory Inventory consists of finished goods and is stated at the lower of cost or net realizable value, on an average cost basis. Inventory is determined to be salable based on demand forecast within a specific time horizon. Inventory in excess of salable amounts is considered obsolete, at which point it is written down to its net realizable value. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The Company does not record an allowance for doubtful accounts. Goodwill We review goodwill for impairment at least annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of our single reporting unit below its carrying value. As of March 31, 2020, no impairment of goodwill has been identified. Goodwill Balance, January 1, 2019 $ - Additions 1,271,718 Balance, December 31, 2019 1,271,718 Additions 389,281 Balance, March 31, 2020 $ 1,660,999 Intangible Assets The Company's intangible assets include the following at March 31, 2020: Cost Basis Accumulated Net at Estimated Trade Names/Trademarks $ 4,440,962 $ (165,967 ) $ 4,274,995 10 IP/Trade Secrets 3,053,060 (313,686 ) 2,739,374 5 License 1,064,684 (51,193 ) 1,013,491 15 Proprietary Software/Technology 4,189,000 (54,105 ) 4,134,895 7 Non-Compete Agreements 536,009 (116,935 ) 419,074 2 Customer Relations 211,000 (17,479 ) 193,521 7 Total Intangible Assets $ 13,494,715 (719,365 ) $ 12,775,350 The Company's intangible assets include the following at December 31, 2019: Cost Basis Accumulated Net at Estimated Life Trade Names/Trademarks $ 1,918,962 $ (95,324 ) $ 1,823,638 10 IP/Trade Secrets 1,978,060 (195,616 ) 1,782,444 5 License 678,684 (22,463 ) 656,221 15 Proprietary Software/Technology 289,009 (69,742 ) 219,267 7 Customer Relations 152,000 (11,303 ) 140,697 7 Total Intangible Assets $ 5,016,715 $ (394,448 ) $ 4,622,267 There was no impairment recorded to intangible assets as of March 31, 2020. Amortization expense was $341,583 and $280,616 for the three months ended March 31, 2020 and December 31, 2019, respectively. The future amortization expense intangible assets are as follows: 2020 (remainder) $ 1,251,254 2021 2,119,392 2022 1,814,416 2023 1,728,525 2024 1,535,478 2025 and after 4,326,285 Total $ 12,775,350 Cost of Sales Cost of goods sold consists of: Product costs: Product costs include the purchase price of products sold, which include direct and indirect labor costs, rent, and depreciation expenses, and inbound shipping and handling costs for inventory. Fulfillment costs and other: includes the costs of outbound shipping and handling and other costs related to delivering products to the customer. The Company's cost of sales for March 31, 2020 and 2019 are as follows: Cost of Sales Type Three months Three months Cost of Sales – Product Costs $ 1,111,539 - Cost of Sales – Fulfilment Costs and Other 592,848 - Total $ 1,704,387 - Advertising The Company expenses the cost of advertising and promotions as incurred. Advertising expense was $180,080 and $40,774 for the three months ended March 31, 2020 and 2019, respectively. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, "Compensation–Stock Compensation", which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. The Company accounts for warrants and options issued to non-employees under ASU 2018-07, Equity – Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and are accounted for as they occur. Due to the lack of sufficient trading history, the Company benchmarked their volatility to similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The Company records forfeitures as they occur. The Company stock based compensation expense was $327,804 and $347,694 for the three months ended March 31, 2020 and 2019, respectively. Fair Value Measurements ASC 820, "Fair Value Measurements and Disclosure," defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The carrying amount of the Company's financial assets and liabilities, such as cash, accounts payable, accounts receivables, and accrued expenses approximate their fair value because of the short maturity of those instruments. Non- recurring fair value items are re-assessed at the end of each reporting period. The assets or liability's fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of March 31, 2020. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities $ (558,160 ) $ - $ - $ (558,160 ) $ (558,160 ) The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2019. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities $ (306,762 ) $ - $ - $ (306,762 ) $ (306,762 ) The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, January 1, 2019 $ - Debt Discount 305,424 Change in fair value of derivative liabilities (1,338 ) Balance, December 31, 2019 306,762 Extinguishment (311,360 ) Debt Discount 528,603 Change in fair value of derivative liabilities 34,155 Balance, March 31, 2020 $ 558,160 The level 3 financial instruments consist of embedded conversion features. The fair value of these embedded conversion features are estimated using a Black Scholes valuation model. The fair value of the derivative features were calculated using a Black-Scholes option model valued with the following assumptions: March 31, 2020 December 31, 2019 Exercise price $ 0.50 $ 0.50 Risk free interest rate 0 .88-1.12 % 1.52-1.81 % Dividend yield 0.00 % 0.00 % Expected volatility 97-119 % 93-109 % Contractual term 0.88-1.19 Years 0.91-1.37 Estimated fair value of stock on grant date $ 0.50 $ 0.50 Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company's peer group stock price for a period consistent with the warrants' expected term. Expected term: The Company's expected term is based on the remaining contractual maturity of the warrants. Changes in the unobservable input values would likely cause material changes in the fair value of the Company's Level 3 financial instruments. The most sensitive unobserved inputs used in valuing derivative instruments are volatility and estimated fair value of the Company's stock on the grant date of the instruments. Significant changes in either of these inputs could have a material effect on the fair value measurement of the derivative instruments. During the three months ended March 31, 2020 and 2019, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $34,155 and $0 relating to the change in fair value, respectively. Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated condensed statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity or to gain or loss on extinguishment of the note if the derivative is attached to a note. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time of comparable companies equal to the remaining contractual term of the instrument granted. Revenue Recognition As of January 1, 2018, the Company adopted ASC 606. The adoption of ASC 606, Revenue From Contracts With Customers, represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company's services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. The Company used the Modified-Retrospective Method when adopting this standard. There was no accounting effect due to the initial adoption. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery. 2) Identify the performance obligations in the contract The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products. 3) Determine the transaction price The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs. 4) Allocate the transaction price to performance obligations in the contract For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer. 5) Recognize revenue when or as the Company satisfies a performance obligation For the sales of the Company's own goods the performance obligation is complete once the customer has received their product. Disaggregation of Revenue The following table depicts the disaggregation of revenue according to revenue type. Revenue Type Revenue for the three months ended March 31, 2020 Revenue for the three months ended March 31, 2019 Delivery Income $ 27,043 15,370 Dispensary Cost Reimbursements (7,528 ) (34,787 ) Delivery Income, net 19,515 (19,417 ) Product Sales 2,175,933 - Total $ 2,195,448 (19,417 ) As part of the Company's former delivery business where the Company partnered with dispensaries to deliver their products, the Company was responsible for reimbursing the partnered dispensaries for the wages of the delivery couriers. Due to this reduction of revenue from the reimbursement of wages for the delivery couriers, the Company is presenting a net negative revenue for the three months ended March 31, 2019 for Dispensary Delivery Income. Leases Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases primarily consisting of office space with remaining lease terms of 35 months to 37 months. Current facility leases include our offices in El Segundo California, Oakland California, and Sacramento California. Lease costs were $40,375 and $44,060 for the three months ended March 31, 2020 and 2019. There was no sublease rental income for the three months ended March 31, 2020 and 2019. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use ("ROU") assets. Our lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on March 31, 2020 and December 31, 2019 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Three Months Ended Three Months Ended Components of total lease costs: Operating lease expense $ 40,375 $ 44,060 Total lease costs $ 40,375 $ 44,060 Lease Positions as of March 31, 2020 ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: March 31, December 31, 2019 Assets Right of use asset $ 657,549 $ 115,859 Total assets $ 657,549 $ 115,859 Liabilities Operating lease liabilities – short term $ 295,639 $ 40,217 Operating lease liabilities – long term 362,532 76,264 Total lease liability $ 658,171 $ 116,481 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 3.58 Weighted average discount rate – operating lease 10.91 % Cash Flows Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 40,375 $ 11,274 Cash paydowns of operating liability $ (40,375 ) $ (7,075 ) Supplemental non-cash amounts of lease liabilities arising from obtaining ROU asset $ (657,549 ) $ (261,969 ) Lease Liability $ 658,171 $ 266,869 The future minimum lease payments under the leases are as follows: 2020 (remainder) $ 217,557 2021 250,543 2022 231,678 2023 39,178 Total future minimum lease payments 738,956 Less: Lease imputed interest 80,785 Total $ 658,171 Excise and Sales Tax The State of California and various local governments impose certain excise and state and local taxes on product sales. The Company's policy is to include excise taxes as part of sales and cost of sales. The Company's policy for various state and local sales taxes are to exclude them from revenue and cost of sales. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. For diluted earnings per common share, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2020, common stock equivalents are comprised of 34,578,750 warrants and 7,992,433 options. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other ("ASC 350"). As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU 2018-13"). ASU 2018-13 removes, modifies and adds certain disclosure requirements in Topic 820 "Fair Value Measurement". ASU 2018-13 eliminates certain disclosures related to transfers and the valuations process, modifies disclosures for investments that are valued based on net asset value, clarifies the measurement uncertainty disclosure, and requires additional disclosures for Level 3 fair value measurements. ASU 2018-13 is effective for the Company for annual and interim reporting periods beginning January 1, 2020. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes"). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In May, 2020, the FASB issued ASU 2020-05 in response to the ongoing impacts to US businesses in response to the COVID-19 pandemic. ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities provides a limited deferral of the effective dates for implementing previously issued ASU 606 and ASU 842 to give some relief to businesses and the difficulties they are facing during the pandemic. These entities may defer application to fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. As the Company has already adopted ASU 606 and ASU 842, the Company does not anticipate any effect on its financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. |