Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended September 30, 2016
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from _____ to _____
Commission File Number: 001-32421
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
58-2342021
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(IRS
Employer Identification No.)
|
420 Lexington Avenue, Suite 1718, New York, New
York 10170
(Address
of principal executive offices) (Zip
Code)
(212) 201-2400
(Registrants
telephone number, including area code)
Indicate
by check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such
files).
Yes ☑ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☑
|
(Do not check if smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☑
Indicate
the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date:
November 14, 2016.
Title of Each Class
|
Number of Shares Outstanding
|
Common
Stock, $0.01 par value
|
18,062,879
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
TABLE OF CONTENTS
Part 1
Financial Information.
|
3
|
Item 1.
Financial Statements.
|
3
|
Item 2.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
|
24
|
Item 3.
Quantitative and Qualitative Disclosures About Market
Risk.
|
31
|
Item 4.
Controls and Procedures.
|
31
|
Part II
Other Information.
|
31
|
Item 1.
Legal Proceedings.
|
31
|
Item
1A. Risk Factors.
|
32
|
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
|
32
|
Item 3.
Defaults Upon Senior Securities.
|
32
|
Item 4.
Mine Safety Disclosures.
|
32
|
Item 5.
Other Information.
|
32
|
Item 6.
Exhibits.
|
32
|
Signatures.
|
33
|
Index
to Exhibits
|
34
|
|
|
FUSION
TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
PART 1 –
FINANCIAL
INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance
Sheets
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
Current assets:
|
|
|
Cash
and cash equivalents
|
$882,040
|
$7,540,543
|
Accounts
receivable, net of allowance for doubtful accounts of $366,422 and
$308,813, respectively
|
8,199,522
|
7,650,141
|
Prepaid
expenses and other current assets
|
2,457,736
|
1,618,603
|
Total current assets
|
11,539,298
|
16,809,287
|
Property and equipment, net
|
12,929,148
|
14,055,493
|
Other assets:
|
|
|
Security
deposits
|
548,288
|
575,038
|
Restricted
cash
|
27,153
|
165,123
|
Goodwill
|
28,049,775
|
27,060,297
|
Intangible
assets, net
|
42,727,552
|
45,824,399
|
Other
assets
|
302,053
|
281,045
|
Total other assets
|
71,654,821
|
73,905,902
|
TOTAL ASSETS
|
$96,123,267
|
$104,770,682
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
Current liabilities:
|
|
|
Notes
payable - non-related parties
|
$685,780
|
$685,780
|
Due
to RootAxcess seller
|
333,334
|
300,000
|
Due
to TFB seller
|
100,000
|
-
|
Equipment
financing obligations
|
997,089
|
959,380
|
Accounts
payable and accrued expenses
|
12,610,885
|
13,129,225
|
Total current liabilities
|
14,727,088
|
15,074,385
|
Long-term liabilities:
|
|
|
Notes
payable - non-related parties, net of discount
|
30,672,580
|
30,795,745
|
Term
Loan
|
25,000,000
|
25,000,000
|
Indebtedness
under revolving credit facility
|
15,000,000
|
15,000,000
|
Due
to RootAxcess seller
|
-
|
333,333
|
Due
to TFB seller
|
861,606
|
-
|
Notes
payable - related parties
|
1,112,445
|
1,074,829
|
Equipment
financing obligations
|
1,492,558
|
2,085,416
|
Derivative
liabilities
|
233,934
|
953,005
|
Total liabilities
|
89,100,211
|
90,316,713
|
Commitments and contingencies
|
|
|
Stockholders' equity (deficit):
|
|
|
Preferred
stock, $0.01 par value, 10,000,000 shares authorized,
|
|
|
17,299
and 23,324 shares issued and outstanding
|
173
|
233
|
Common
stock, $0.01 par value, 50,000,000 shares authorized,
|
|
|
15,064,953
and 12,788,971 shares issued and outstanding
|
150,650
|
127,889
|
Capital
in excess of par value
|
185,764,507
|
184,859,084
|
Accumulated
deficit
|
(178,892,274)
|
(170,533,237)
|
Total stockholders' equity
|
7,023,056
|
14,453,969
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$96,123,267
|
$104,770,682
|
|
|
|
The accompanying notes are an integral part of the consolidated
financial statements.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$29,497,129
|
$24,530,824
|
$93,101,835
|
$74,857,557
|
Cost
of revenues (exclusive of depreciation and amortization, shown
separately below)
|
16,769,587
|
13,533,647
|
53,936,078
|
41,359,955
|
Gross profit
|
12,727,542
|
10,997,177
|
39,165,757
|
33,497,602
|
Depreciation
and amortization
|
2,998,628
|
3,140,427
|
8,946,781
|
9,183,632
|
Selling,
general and administrative expenses
|
11,408,048
|
9,796,483
|
34,102,847
|
29,379,196
|
Total
operating expenses
|
14,406,676
|
12,936,910
|
43,049,628
|
38,562,828
|
Operating loss
|
(1,679,134)
|
(1,939,733)
|
(3,883,871)
|
(5,065,226)
|
Other (expenses) income:
|
|
|
|
|
Interest
expense
|
(1,625,195)
|
(1,434,734)
|
(4,877,828)
|
(4,650,286)
|
Gain
on change in fair value of derivative liability
|
152,057
|
1,237,730
|
380,099
|
2,543,878
|
Loss
on extinguishment of debt
|
-
|
(2,720,355)
|
-
|
(2,720,355)
|
Other
income (expense), net
|
18,069
|
(2,399)
|
33,514
|
56,369
|
Total
other expenses
|
(1,455,069)
|
(2,919,758)
|
(4,464,215)
|
(4,770,394)
|
Loss before income taxes
|
(3,134,203)
|
(4,859,491)
|
(8,348,086)
|
(9,835,620)
|
Provision
for income taxes
|
(10,951)
|
-
|
(10,951)
|
-
|
Net loss
|
(3,145,154)
|
(4,859,491)
|
(8,359,037)
|
(9,835,620)
|
Preferred
stock dividends
|
(285,646)
|
(379,740)
|
(2,102,467)
|
(1,186,826)
|
Net loss attributable to common stockholders
|
$(3,430,800)
|
$(5,239,231)
|
$(10,461,504)
|
$(11,022,446)
|
Basic and diluted loss per common share
|
$(0.23)
|
$(0.72)
|
$(0.72)
|
$(1.52)
|
Weighted average common shares outstanding:
|
|
|
|
|
Basic
and diluted
|
14,990,816
|
8,958,815
|
14,536,893
|
8,529,642
|
See accompanying notes to the Condensed Consolidated Financial
Statements.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Condensed Consolidated Statement of Stockholders’
Equity
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2015
|
23,324
|
$233
|
12,788,971
|
$127,889
|
$184,859,084
|
$(170,533,237)
|
$14,453,969
|
Net
loss
|
|
|
|
|
|
(8,359,037)
|
(8,359,037)
|
Conversion
of preferred stock into
|
|
|
|
|
|
|
|
common
stock, including dividends
|
(6,025)
|
(60)
|
1,871,667
|
18,717
|
(18,657)
|
|
-
|
Dividends
on preferred stock
|
|
|
343,510
|
3,435
|
(3,435)
|
|
-
|
Adjustment
for prior issuances and
|
|
|
|
|
|
|
-
|
conversion
of warrants
|
|
|
|
|
338,972
|
|
338,972
|
Adjustment
for fractional shares
|
|
|
685
|
8
|
(8)
|
|
-
|
Cancellation
of common stock issued
|
|
|
|
|
|
|
|
to
PingTone sellers
|
|
|
(51,380)
|
(514)
|
(179,830)
|
|
(180,344)
|
Issuance
of restricted stock
|
|
|
55,000
|
550
|
99,000
|
|
99,550
|
Issuance
of common stock for services
|
|
|
|
|
|
|
|
rendered
|
|
|
56,500
|
565
|
96,385
|
|
96,950
|
Stock-based
compensation associated
|
|
|
|
|
|
|
|
with
stock incentive plans
|
|
|
|
|
572,996
|
|
572,996
|
Balance
at September 30, 2016
|
17,299
|
$173
|
15,064,953
|
$150,650
|
$185,764,507
|
$(178,892,274)
|
$7,023,056
|
See accompanying notes to the Condensed Consolidated Financial
Statements.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
Nine
Months Ended September 30,
|
|
|
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(8,359,037)
|
$(9,835,620)
|
Adjustments to reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
8,946,781
|
9,183,632
|
Loss
on extinguishment on debt
|
-
|
2,720,355
|
Loss
on accounts receivable settlement exchanged for
equipment
|
-
|
111,659
|
Loss
on disposal of property
|
86,777
|
-
|
Bad
debt expense
|
215,000
|
373,034
|
Stock-based
compensation
|
572,996
|
392,676
|
Stock
based compensation issued for services rendered by third
parties
|
105,256
|
215,611
|
Amortization
of debt discount and deferred financing fees
|
477,751
|
667,191
|
Gain
in the change in fair value of derivative liability
|
(380,099)
|
(2,543,878)
|
Changes in operating assets and liabilities:
|
|
|
Accounts
receivable
|
(625,771)
|
(565,227)
|
Prepaid
expenses and other current assets
|
(1,373,378)
|
(83,205)
|
Other
assets
|
(317,927)
|
(203,414)
|
Accounts
payable and accrued expenses
|
(1,258,968)
|
(297,079)
|
Net cash (used in) provided by operating activities
|
(1,910,619)
|
135,735
|
|
|
|
Cash flows from investing activities:
|
|
|
Purchase
of property and equipment
|
(3,782,232)
|
(2,479,335)
|
Proceeds
from the sale of property and equipment
|
28,736
|
-
|
Net
cash acquired through acqusition
|
16,895
|
-
|
Payments
for acquisitions
|
-
|
(500,000)
|
Returns
of security deposits
|
26,750
|
-
|
Escrow
refund - PingTone acquisition
|
392,617
|
-
|
Change
in restricted cash
|
137,970
|
1,000,000
|
Net cash used in investing activities
|
(3,179,264)
|
(1,979,335)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from notes payable - non-related parties
|
-
|
9,000,000
|
Proceeds
from revolving debt
|
-
|
12,500,000
|
Proceeds
from accounts receivable factoring arrangement
|
-
|
1,630,045
|
Repayments
of borrowings to accounts receivable factoring
arrangement
|
-
|
(1,666,919)
|
Payments
on equipment financing obligations
|
(743,647)
|
(592,514)
|
Repayments
of notes payable
|
(824,973)
|
(20,835,022)
|
Payment
of financing fees
|
-
|
(680,828)
|
Net cash used in financing activities
|
(1,568,620)
|
(645,238)
|
Net change in cash and cash equivalents
|
(6,658,503)
|
(2,488,838)
|
Cash and cash equivalents, beginning of period
|
7,540,543
|
6,444,683
|
Cash and cash equivalents, end of period
|
$882,040
|
$3,955,845
|
See accompanying notes to the Condensed Consolidated Financial
Statements.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization and Business
Fusion
Telecommunications International, Inc. is a Delaware corporation
incorporated in September 1997 (“Fusion” and together
with its subsidiaries, the “Company,” “we,”
“us” and “our”). The Company is a provider
of integrated cloud solutions, including cloud voice, cloud
connectivity, cloud infrastructure, cloud computing, and managed
cloud-based applications to businesses of all sizes, and voice over
IP (“VoIP”) - based voice services to carriers. The
Company currently operates in two business segments: Business
Services and Carrier Services.
Note 2. Basis of Presentation and Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in all material respects in
accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”) for interim financial information.
Pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the “SEC”), certain information
and footnote disclosures normally included in annual consolidated
financial statements prepared in accordance with U.S. GAAP have
been condensed or omitted. The accompanying unaudited condensed
consolidated interim financial statements have been prepared on the
same basis as the financial statements for the fiscal year ended
December 31, 2015.
Because certain information and footnote disclosures have been
condensed or omitted, these unaudited consolidated financial
statements should be read in conjunction with the audited
consolidated financial statements and related notes contained in
the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015 (the “2015 Form 10-K”) as filed
with the SEC. In management’s opinion, all normal and
recurring adjustments considered necessary for a fair presentation
of the financial position, results of operations and cash flows for
the periods presented have been included. Management believes that
the disclosures made in these unaudited condensed consolidated
interim financial statements are adequate to make the information
not misleading. The results for the three and nine months ended
September 30, 2016 are not necessarily indicative of the results to
be expected for the full year.
Significant Accounting Policies
For a detailed discussion of significant accounting policies,
please refer to the 2015 Form 10-K. There have been no material
changes in our accounting policies during the nine months ended
September 30, 2016.
Principles of Consolidation
The condensed consolidated interim financial statements include the
accounts of Fusion and each of its wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated in
consolidation.
Use of Estimates
The preparation of condensed consolidated interim financial
statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the amounts reported. Key
estimates include: the recognition of revenue, allowance for
doubtful accounts; asset lives used in computing depreciation and
amortization; valuation of intangible assets; accounting for stock
options and other equity awards particularly related to fair value
estimates; accounting for income taxes; contingencies; and
litigation. While management believes that such estimates are
reasonable when considered in conjunction with the financial
position and results of operations of the Company taken as a whole,
actual results could differ from those estimates, and such
differences could be material.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Cash and Cash Equivalents
Cash
and cash equivalents include cash on deposit and short-term,
highly-liquid investments with maturities of three months or less
on the date of purchase. As of September 30, 2016 and December 31,
2015, the carrying value of cash and cash equivalents approximates
fair value due to the short period to maturity.
Restricted Cash
Restricted
cash consists primarily of cash held in reserve pursuant to the
terms of financing arrangements and certificates of deposit that
serve to collateralize outstanding letters of credit. Restricted
cash is recorded as current or non-current assets in the
consolidated balance sheets depending on the duration of the
restriction and the purpose for which the restriction
exists.
At
September 30, 2016 and December 31, 2015, the Company had
certificates of deposit collateralizing a letter of credit in the
aggregate amount of approximately $27,000 and $165,000,
respectively. The letter of credit is required as security for one
of the Company’s non-cancelable operating leases for office
facilities.
Fair Value of Financial Instruments
At
September 30, 2016 and December 31, 2015, the carrying value of the
Company’s accounts receivable, accounts payable and accrued
expenses approximates its fair value due to the short term nature
of these financial instruments.
Long-Lived Asset Impairment
The
Company periodically reviews long-lived assets, including
intangible assets subject to amortization, for possible impairment
when events or changes in circumstances indicate, in
management’s judgment, that the carrying amount of an asset
may not be recoverable. Recoverability is measured by a comparison
of the carrying amount of an asset or asset group to the estimated
undiscounted future cash flows expected to be generated by such
asset or asset group. If the undiscounted cash flows are less than
the carrying amount of the asset or asset group, an impairment loss
is recognized for the amount by which the carrying amount of the
asset or asset group exceeds its fair value. The Company did not
record any impairment charges during the nine month periods ended
September 30, 2016 or 2015, as there were no indicators of
impairment.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Goodwill
Goodwill
represents the excess of consideration paid over the fair value of
net assets acquired in business combinations. Goodwill is not
amortized and is tested for impairment on an annual basis in the
fourth quarter of each fiscal year and whenever events or
circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying amount. A
significant amount of judgment is involved in determining if an
indicator of impairment has occurred. Such indicators include, but
are not limited to, deterioration in general economic conditions,
adverse changes in the markets in which a company operates,
increases in input costs that have negative effects on earnings and
cash flows, or a trend of negative or declining cash flows over
multiple periods.
In
testing goodwill for impairment, the Company has the option to
first assess qualitative factors to determine whether the existence
of events or circumstances leads to a determination that it is more
likely than not (more than 50%) that the estimated fair value of a
reporting unit is less than its carrying amount. If the Company
elects to perform a qualitative assessment and determines that an
impairment is more likely than not, it is then required to perform
a quantitative impairment test, otherwise no further analysis is
required. The Company also may elect not to perform the qualitative
assessment and, instead, proceed directly to the quantitative
impairment test.
Under
the goodwill two-step quantitative impairment test, the Company
reviews for impairment the fair value of each reporting unit to its
carrying value. The Company has determined that its reporting units
are its operating segments (see Note 15). The first step compares
the fair value of a reporting unit with its carrying amount,
including goodwill. If the carrying value of the reporting unit
exceeds its fair value, the second step would be conducted;
otherwise, no further steps are necessary as no potential
impairment exists. The second step compares the implied fair value
of the reporting unit goodwill with the carrying amount of that
goodwill. Any excess of the reporting unit goodwill carrying value
over the respective implied fair value is recognized as an
impairment loss. At September 30, 2016 and December 31, 2015,
goodwill was approximately $28.0 million and $27.0 million,
respectively. All of the Company’s goodwill is attributable
to its Business Services segment. There was no impairment charge
recorded for goodwill during the nine months ended September 30,
2016 or 2015, as there were no indicators of
impairment.
The following table presents the changes in the carrying amounts of
goodwill during the nine months ended September 30,
2016:
Balance
at December 31, 2015
|
$27,060,297
|
Adjustment
to the preliminary purchase price of Fidelity*
|
(10,619)
|
Increase
in goodwill - Technology for Business Corporation
(“TFB”) acquisition
|
1,000,097
|
Balance
at September 30, 2016
|
$28,049,775
|
*Acquisition
of Fidelity Access Networks, LLC, Fidelity Connect LLC, Fidelity
Voice Services, LLC and Fidelity Access Networks, Inc., (together
with Fidelity Telecom, LLC hereinafter collectively referred to as
“Fidelity”)
Advertising and Marketing Costs
Costs
related to advertising and marketing are expensed as incurred and
included in selling, general and administrative expenses in the
Company’s condensed consolidated statements of operations.
Our advertising and marketing expense was approximately $154,000
and $145,000 for the three months ended September 30, 2016 and
2015, respectively, and approximately $508,000 and $390,000 for the
nine months ended September 30, 2016 and 2015,
respectively.
Income Taxes
The
Company complies with accounting and reporting requirements with
respect to accounting for income taxes, which require an asset and
liability approach to financial accounting and reporting for income
taxes. Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable
income. Valuation allowances are established, when necessary, to
reduce deferred income tax assets to the amount expected to be
realized.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In
accordance with U.S. GAAP, the Company is required to determine
whether a tax position of the Company is more likely than not to be
sustained upon examination by the applicable taxing authority,
including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The tax
benefit to be recognized is measured as the largest amount of
benefit that is greater than fifty percent likely of being realized
upon ultimate settlement. Derecognition of a tax benefit previously
recognized could result in the Company recording a tax liability
that would reduce net assets. Based on its analysis, the Company
has determined that it has not incurred any liability for
unrecognized tax benefits as of September 30, 2016 and December 31,
2015. The Company is subject to income tax examinations by major
taxing authorities for all tax years since 2011 and its tax returns
may be subject to review and adjustment at a later date based on
factors including, but not limited to, on-going analyses of and
changes to tax laws, regulations and interpretations thereof. No
interest expense or penalties have been recognized as of September
30, 2016 and December 31, 2015. During the three and nine months
ended September 30, 2016 and 2015, the Company recognized no
adjustments for uncertain tax positions.
Stock-Based Compensation
The
Company recognizes expense for its employee stock-based
compensation based on the fair value of the awards that are
granted. The fair values of stock options are estimated at the date
of grant using the Black-Scholes option valuation model. The use of
the Black-Scholes option valuation model requires the input of
subjective assumptions. Measured compensation cost, net of
estimated forfeitures, is recognized ratably over the vesting
period of the related stock-based compensation award. For
transactions in which goods or services are the consideration
received from non-employees in return for the issuance of equity
instruments, the expense is recognized in the period when the goods
and services are received at the fair value of the consideration
received or the fair value of the equity instrument issued,
whichever is determined to be a more reliable
measurement.
New and Recently Adopted Accounting Pronouncements
In
March 2016, the Financial Accounting Standard Board
(“FASB”) issued Accounting Standards Update
(“ASU”) No. 2016-09, Compensation-Stock Compensation
(Topic 718). The standard is intended to simplify several areas of
accounting for share-based compensation arrangements, including the
income tax impact, classification of the award as equity or as a
liability, and classification on the statement of cash flows. ASU
2016-09 is effective for fiscal years and interim periods beginning
after December 15, 2016, including interim periods within those
reporting period. The Company does not expect this guidance to have
a material impact on its consolidated financial
statements.
In
February 2016, FASB issued ASU No. 2016-02, Leases, which is effective for fiscal
years, and interim periods within those years, beginning after
December 15, 2018 with early adoption permitted. Under ASU 2016-02,
lessees will be required to recognize for all leases at the
commencement date a lease liability, which is a lessee’s
obligation to make lease payments arising from a lease measured on
a discounted basis, and a right-to-use asset, which is an asset
that represents the lessee’s right to use or control the use
of a specified asset for the lease term. The Company is currently
evaluating the effect that the new guidance will have on its
financial statements and related disclosures.
In
November 2015, FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet
Classification of Deferred Taxes (ASU 2015-17), which
simplifies the presentation of deferred income taxes by requiring
deferred tax assets and liabilities be classified as noncurrent on
the balance sheet. The updated standard is effective beginning on
January 1, 2017 with early application permitted as of the
beginning of any interim or annual reporting period. The Company
does not expect this guidance to have a material impact on its
consolidated financial statements.
In
September 2015, FASB issued guidance that eliminates the
requirement for an acquirer in a business combination to account
for measurement-period adjustments retrospectively. Instead,
acquirers must recognize measurement-period adjustments during the
period in which they determine the amounts, including the effect on
earnings of any amounts they would have recorded in previous
periods if the accounting had been completed at the acquisition
date. This guidance is effective for interim and annual reporting
periods beginning after December 15, 2015. The adoption of this
guidance did not have a material impact on the Company’s
consolidated financial statements.
In
April 2015, FASB issued guidance requiring an entity to present
debt issuance costs related to a recognized debt liability as a
direct deduction from the carrying amount of that debt liability,
consistent with debt discounts. This guidance was effective for
interim and annual reporting periods beginning after December 15,
2015. The Company adopted this guidance as of January 1, 2016 and
applied the provision
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
retrospectively
for fiscal 2015 (see Note 11). The adoption of this guidance by the
Company resulted in an approximately $1.0 million decrease in other
assets, and a decrease of $1.0 million in notes payable as of
December 31, 2015.
In May
2014, FASB issued guidance that outlines a single comprehensive
model for entities to use in accounting for revenue arising from
contracts with customers and supersedes most recent current revenue
recognition guidance, including industry-specific guidance. The
core principle of the revenue model is that an entity recognizes
revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. The guidance also specifies the accounting for certain
incremental costs of obtaining a contract and costs to fulfill a
contract with a customer. Entities have the option of applying
either a full retrospective approach to all periods presented or a
modified approach that reflects differences prior to the date of
adoption as an adjustment to equity. In April 2015, FASB deferred
the effective date of this guidance until January 1, 2018. The
Company is currently assessing the impact of this guidance on its
consolidated financial statements.
Note 3. Loss per share
Basic
and diluted loss per share is computed by dividing (i) loss
available to common stockholders, adjusted by an approximately $1.2
million gain on the fair value of the Company’s derivative
liability for the three months ended September 30, 2015, and $1.9
million gain on the fair value of the Company’s derivative
liability for the nine months ended September 30, 2015, which was
attributable to 728,333 outstanding warrants issued by Fusion with
a nominal exercise price that were exercised in August 2015 and
dividends paid on Fusion’s preferred stock, by (ii) the
weighted-average number of common shares outstanding during the
period, increased by the number of common shares underlying such
warrants as if such exercise had occurred at the beginning of the
year.
The
following table sets forth the computation for basic and diluted
net income per share for the three and nine months ended September
30, 2016 and 2015:
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|
|
|
|
|
Numerator
|
|
|
|
|
Net
loss
|
$(3,145,154)
|
$(4,859,491)
|
$(8,359,037)
|
$(9,835,620)
|
Dividends
on Series A-1, A-2 and A-4 Convertible Preferred Stock
|
(101,729)
|
(101,730)
|
(302,976)
|
(301,871)
|
Dividends
declared on Series B-2 Convertible Preferred Stock
|
(183,917)
|
(278,010)
|
(1,799,491)
|
(884,955)
|
Gain
on nominal warrants
|
-
|
(1,187,183)
|
-
|
(1,930,083)
|
Adjusted
loss attributable to common stockholders
|
$(3,430,800)
|
$(6,426,414)
|
$(10,461,504)
|
$(12,952,529)
|
|
|
|
|
|
Denominator
|
|
|
|
|
Basic
and diluted weighted average common shares outstanding
|
14,990,816
|
8,958,815
|
14,536,893
|
8,529,642
|
Loss per share
|
|
|
|
|
Basic
and diluted
|
$(0.23)
|
$(0.72)
|
$(0.72)
|
$(1.52)
|
|
|
|
|
|
For the
nine months ended September 30, 2016 and 2015, the following were
excluded from the calculation of diluted earnings per common share
because of their anti-dilutive effects:
|
Nine Months Ended September 30,
|
|
|
|
Warrants
|
2,946,948
|
3,011,760
|
Convertible
preferred stock
|
2,626,518
|
3,992,471
|
Stock
options
|
1,157,512
|
677,126
|
|
6,730,978
|
7,681,357
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The net
loss per common share calculation includes a provision for
preferred stock dividends on Fusion’s outstanding Series A-1,
A-2 and A-4 preferred stock (the “Series A Preferred
Stock”) of approximately $102,000 for the three months ended
September 30, 2016 and 2015, and approximately $302,000 for the
nine months ended September 30, 2016 and 2015. Through September 30,
2016, the Board of Directors of Fusion has never declared a
dividend on any series of the Series A Preferred Stock, resulting
in approximately $4.6 million of accumulated preferred stock
dividends. The Board of Directors has declared a dividend of
$183,917 and $599,491 for the three and nine months ended September
30, 2016, respectively, on the Company’s Series B-2 preferred
stock (the “Series B-2 Preferred Stock”), which, as
permitted by the terms of the Series B-2 Preferred Stock, was paid
in the form of 122,601 and 343,510 shares, respectively, of
Fusion’s common stock. In addition, during the
three months ended March 31, 2016, the Board of Directors paid an
additional $1.2 million in dividends in the form of 666,667 shares
of Fusion’s common stock to a holder of 5,000 shares of
Series B-2 Preferred Stock in connection with their agreement to
convert all of their Series B-2 Preferred Stock holdings into
shares of Fusion’s common stock.
Note 4. Intangible Assets
Intangible
assets as of September 30, 2016 and December 31, 2015 are as
follows:
|
|
|
|
|
|
|
|
|
Trademarks
and tradenames
|
$1,093,400
|
$1,093,400
|
Proprietary
technology
|
6,670,000
|
5,781,000
|
Non-compete
agreements
|
10,711,043
|
10,703,043
|
Customer
relationships
|
45,000,181
|
44,888,181
|
Favorable
lease intangible
|
218,000
|
218,000
|
|
63,692,624
|
62,683,624
|
Less:
accumulated amortization
|
(20,965,072)
|
(16,859,225)
|
Intangible
assets, net
|
$42,727,552
|
$45,824,399
|
Amortization
expense was $1.4 million and $1.9 million for the three months
ended September 30, 2016 and 2015, respectively, and for the nine
months ended September 30, 2016 and 2015 was $4.1 million and $5.6
million, respectively. Estimated future aggregate amortization
expense is expected to be as follows:
Year
|
|
Estimated Annual Amortization
Expense
|
|
|
|
Remainder
of 2016
|
|
$2,038,362
|
2017
|
6,065,102
|
2018
|
5,318,305
|
2019
|
4,293,561
|
2020
|
4,500,563
|
and
thereafter
|
$20,511,659
|
Note 5. Stock–based compensation
Fusion's stock-based compensation plan provides for the issuance of
stock options to the Company’s employees, officers, and
directors. The Compensation Committee of Fusion’s Board of
Directors (the "Compensation Committee") approves all awards under
Fusion's stock-based compensation plan.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following weighted average assumptions were used to determine
the fair value of the stock options granted under Fusion’s
stock-based compensation plan using the Black-Scholes
option-pricing model:
|
Nine months ended September 30,
|
|
|
|
Dividend
yield (%)*
|
0.0
|
0.0
|
Expected
volatility (%)
|
92.4
|
125.4
|
Average
Risk-free interest rate (%)
|
1.56
|
1.70
|
Expected
life of stock option term (years)
|
8.0
|
7.6
|
*The dividend yield is zero as the Company has never paid and does
not expect to pay dividends on its common stock.
The
Company recognized compensation expense of approximately $194,000
and $154,000 for the three months ended September 30, 2016 and
2015, respectively, and $573,000 and $393,000 for the nine months
ended September 30, 2016 and 2015, respectively. These amounts are
included in selling, general and administrative expenses in the
condensed consolidated interim statements of
operations.
The
following table summarizes the stock option activity for the nine
months ended September 30, 2016:
|
|
Weighted Average Exercise Price
|
Balance
at December 31, 2015
|
1,158,251
|
$4.96
|
Shares
granted during the period
|
86,050
|
1.79
|
Shares
exercised during the period
|
-
|
-
|
Shares
forfeited during the period
|
(67,235)
|
2.50
|
Shares
expired during the period
|
(19,554)
|
72.11
|
Shares
outstanding at September 30, 2016
|
1,157,512
|
3.73
|
Shares
exercisable at September 30, 2016
|
421,673
|
$5.77
|
As of
September 30, 2016, the Company had approximately $1.0 million of
unrecognized compensation expense, net of estimated forfeitures,
related to stock options granted under the Company’s
stock-based compensation plan, which is expected to be recognized
over a weighted-average period of 1.56 years.
Restricted Stock
During the nine months ended September 30, 2016, Fusion awarded
55,000 shares of its restricted common stock to its Chief Financial
Officer. The restricted stock granted was valued at the closing
stock price on the day employment commenced and vests in three
equal installments on the first, second and third anniversary of
employment. For the three and nine months ended September 30, 2016,
the Company recognized compensation expense of approximately $8,300
and $17,000, respectively, and has unamortized compensation of
$82,960.
Note 6. Acquisition
On March 31, 2016, the Company completed the acquisition of certain
assets from TFB, a provider of industry leading contact center
solutions for an estimated purchase price of approximately $1.3
million consisting of $277,281 in cash and a royalty fee equal to
ten percent of the collected monthly recurring revenues derived
from sales of the cloud version of the proprietary call center
software and maintenance services. The estimated royalty fee of
$1,011,606 was recognized as a “non-current liability”
in the condensed consolidated balance sheet and will be paid on a
quarterly basis, commencing as of the first full calendar quarter
following the second anniversary of the closing date of the TFB
acquisition. The aggregate purchase price has been allocated to the
fair value of the assets acquired and liabilities assumed as
follows:
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Covenant
not to compete
|
$8,000
|
Customer
contracts/relationships
|
99,000
|
Proprietary
technology
|
889,000
|
Accounts
receivable
|
80,845
|
Prepaid
asset
|
5,535
|
Line
of credit
|
(100,000)
|
Deferred
liability
|
(693,590)
|
Goodwill
|
1,000,097
|
Purchase
price
|
$1,288,887
|
The amount of goodwill recognized is primarily attributable to the
expected contributions of TFB to the overall corporate strategy in
the cloud based call center solutions and synergies of the acquired
business. None of the goodwill recognized is expected to be
deductible for income tax purposes. The intangible assets subject
to amortization consist of proprietary technology, customer
relationships and non-compete agreements, with an estimated useful
life of 8, 3 and 2 years, respectively.
Note 7. Supplemental Disclosure of Cash Flow
Information
The
following table summarizes the Company’s supplemental cash
flows information:
|
Nine Months Ended September 30,
|
Supplemental Cash Flow Information
|
|
|
Cash
paid for interest
|
$4,233,527
|
$3,961,498
|
|
|
|
Supplemental Non-Cash Investing and Financing
Activities
|
|
|
Property
and equipment acquired under capital leases
|
188,497
|
1,440,816
|
Dividends
on Series B-2 preferred stock paid with the issuance of common
stock
|
599,491
|
884,955
|
Due
to Seller of RootAxcess
|
-
|
700,000
|
Equipment
received in exchange for settlement of accounts
receivable
|
-
|
105,570
|
Exercise
of lenders warrants
|
-
|
364,167
|
Assets
acquired under earn-out liability
|
$961,606
|
$-
|
Note 8. Prepaid Expenses and Other Current Assets
The
following table sets forth the items in prepaid expenses and other
current assets:
|
|
|
|
|
|
|
|
|
Insurance
|
$380,359
|
$93,040
|
Rent
|
81,731
|
101,916
|
Marketing
|
140,397
|
109,455
|
Software
subscriptions
|
670,614
|
498,078
|
Due
from seller of Fidelity
|
-
|
425,963
|
Due
from factoring party
|
-
|
26,018
|
Commissions
|
104,273
|
20,805
|
Escrow
receivable - Fidelity
|
500,829
|
50,759
|
Other
|
579,533
|
292,569
|
|
$2,457,736
|
$1,618,603
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 9. Accounts Payable and Accrued Expenses
The
following table sets forth the items in accounts payable and
accrued expenses:
|
|
|
|
|
|
|
|
|
Trade
accounts payable
|
$3,699,791
|
$1,101,393
|
Accrued
bonus
|
336,259
|
700,000
|
Accrued
professional and consulting fees
|
225,878
|
274,205
|
Accrued
property and other taxes
|
629,247
|
534,388
|
Accrued
network costs
|
1,692,959
|
3,423,483
|
Accrued
rent
|
117,252
|
82,894
|
Accrued
universal service fund fees
|
730,205
|
494,852
|
Customer
deposits
|
384,597
|
358,227
|
Accrued
credit card
|
160,596
|
384,257
|
Accrued
payroll, employee benefits and vacation
|
349,997
|
555,493
|
Accrued
sales and federal excise taxes
|
1,686,636
|
2,204,098
|
Accrued
sales commissions
|
789,322
|
981,121
|
Accrued
interest payable
|
12,452
|
32,221
|
Deferred
revenue
|
1,444,423
|
1,157,036
|
Other
|
351,271
|
845,557
|
|
$12,610,885
|
$13,129,225
|
Note 10. Equipment Financing Obligations
From time to time, the Company enters into equipment financing or
capital lease arrangements to finance the purchase of network
hardware and software utilized in its operations. These
arrangements require monthly payments over a period of 24 to 48
months with interest rates ranging between 5.3% and 6.6%. The
Company’s equipment financing obligations are as
follows:
|
|
|
|
|
|
|
|
|
Equipment
financing obligations
|
$2,489,647
|
$3,044,796
|
Less:
current portion
|
(997,089)
|
(959,380)
|
Long-term
portion
|
$1,492,558
|
$2,085,416
|
The Company’s payment obligations under the capital leases
are as follows:
Year
|
|
|
Remainder
of 2016
|
|
$247,693
|
2017
|
1,002,084
|
2018
|
958,846
|
2019
|
268,044
|
2020
|
$12,980
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 11. Debt
As of
September 30, 2016 and December 31, 2015, long-term debt was as
follows:
Secured Credit Facility
In
August 2015, the Company entered into a $40.0 million credit
facility with Opus Bank, which facility was amended and restated on
December 8, 2015 (the “Opus Facility”). The Opus
Facility consists of a $15.0 million revolving four-year credit
facility, and a $25.0 million, five-year term loan. The maturity
date of amounts borrowed under the revolving facility is August 28,
2019, and the maturity date of amounts borrowed under the term loan
is August 28, 2020.
At
September 30, 2016, the Company had borrowed $15.0 million under
the revolver and $25.0 million under the term loan. For the three
and nine months ended September 30, 2016, under the Opus Facility
the Company recognized interest expense of approximately $0.5
million and $1.5 million, respectively, at a monthly interest rate
of 4.75%. The interest rate is calculated as the higher of (a) the
rate of interest in effect for such day as publicly announced from
time to time by the Wall Street Journal as its “prime rate” (or the
average prime rate if a high and a low prime rate are therein
reported) plus the
Applicable Margin (as defined in the Opus Facility) in effect at
such time, or (b) 3.25% plus the Applicable
Margin.
Pursuant to the Opus Facility, the Company must
satisfy various customary financial covenants such as borrower
leverage ratio, fixed charge coverage ratio, capital expenditures
annual limit, minimum adjusted EBITDA, and maximum senior leverage
ratio. For the three and nine months ended September 30, 2016, the
Company exceeded its leverage and senior leverage ratio
covenants. On November 7, 2016,
Opus Bank waived these covenants breaches. As a result of this
waiver, we were in compliance with our obligations under this
facility as of September 30, 2016.
Praesidian Facility
On December 8, 2015, the Company entered into the Fourth Amended
and Restated Securities Purchase Agreement and Security Agreement
(the “Fourth Amended SPA”) with the Company’s
subordinated lenders (which, collectively with its prior versions
is hereinafter referred to as the “Praesidian
Facility”). Under the Praesidian Facility, the Company is
required to satisfy financial covenants similar to those required
under the Opus Facility. For the three and nine months ended
September 30, 2016, the Company was not in compliance with the
leverage ratio covenant under this facility. On November 7, 2016,
Praesidian waived our events of default with respect to
non-compliance with the leverage ratio. As a result of this waiver,
we were in compliance with our obligations under the
Fourth Amended
SPA as of September 30,
2016.
During
the three and nine months ended September 30, 2016, the Company
paid interest expense of approximately $0.9 million and $2.8
million, at an annual interest rate of 10.8%.
|
|
|
|
|
|
Subordinated
Notes
|
$33,645,865
|
$34,160,200
|
Unamortized
discount on Subordinated Notes
|
(1,450,745)
|
(1,697,091)
|
Unamortized
debt issuance costs
|
(836,760)
|
(981,584)
|
Total
notes payable - non-related parties
|
31,358,360
|
31,481,525
|
Less:
current portion
|
(685,780)
|
(685,780)
|
Long-term
portion
|
$30,672,580
|
$30,795,745
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Related Party Note Payable
The
note payable to Marvin Rosen, the Chairman of Fusion’s Board
is subordinated to borrowings under the Opus Facility and the
Fourth Amended SPA. This note is unsecured, pays interest monthly
at an annual rate of 7%, and matures 120 days after amounts
borrowed under the Opus Facility and the Fourth Amended SPA are
paid in full.
|
|
|
|
|
|
Notes
payable to Marvin Rosen
|
$1,178,082
|
$1,178,082
|
Discount
on note
|
(65,637)
|
(103,253)
|
Total
notes payable - related parties
|
$1,112,445
|
$1,074,829
|
For the
nine months ended September 30, 2016, the Company recognized
interest expense on the Rosen note of approximately $64,000 and
amortization discount of approximately $38,000.
Note Payable to RootAxcess Seller
In
connection with its purchase of the assets of RootAxcess, LLC
(“RootAxcess”) in September 2015, the Company held back
$0.7 million against potential claims arising from breaches of
representation and warranties. Of such amount, $0.4 million is to
be paid to the seller in six equal installments of $66,667 on each
of the three, six, nine, twelve, fifteen and eighteen month
anniversary of the closing date. The remaining $0.3 million to be
paid in three equal installments of $100,000 on each of the twelve,
fifteen, and eighteen month anniversary of the closing date. To the
extent there is a unresolved claim notice pending (as defined in
the RootAxcess asset purchase agreement), the monthly installment
payable to seller immediately following the delivery of such claim
notice may, at the Company’s reasonable discretion, be
reduced by the amount in dispute under the claim notice and such
amount will continue to be held by the Company until resolved, at
which point, the Company will disburse the withheld amount in
accordance with such resolution.
On
September 30, 2016, the Company made a payment of $127,306 net of
an adjustment of $39,360 to the seller in connection with the terms
of the asset purchase agreement. At September 30, 2016, the
remaining balance due is $333,334.
Note Due to TFB Seller
In connection with the purchase of the assets of TFB in March 2016,
the Company recorded a contingent liability of $1,011,606 (see Note
6). The contingent liability was based on a royalty fee payable to
the sellers equal to ten percent of the collected monthly recurring
revenues to be derived from the sale of the cloud version of the
proprietary call center software and maintenance services. In
accordance with the terms of the asset purchase agreement, the
royalty fees will be paid on a quarterly basis, commencing as of
the first full calendar quarter following the second anniversary of
the closing date of the TFB acquisition or March 31, 2018 and will
continue for a period of 31 calendar quarters. In addition, a
portion of the salary paid to the sellers for a period of two years
following the acquisition date constitutes an advancement against
any royalty fee owed to the sellers.
At September 30, 2016, the outstanding balance is $961,606, net of
a salary advance of $50,000. There were no changes to the
contingent liability based on the Company’s evaluation of the
factors used to determine the fair value of the purchase
price.
Note 12. Derivative Liability
Fusion has issued warrants to purchase shares of its common stock
in connection with certain debt and equity financing transactions.
These warrants are accounted for in accordance with the guidance
contained in ASC
Topic 815,
‘Derivatives
and Hedging’ (“ASC
815”). For warrant instruments that do not meet an exclusion
from derivative accounting, the Company classifies such instruments
as a liability at its fair value and adjusts the instrument to fair
value at each reporting period. This liability is subject to
re-measurement at each balance sheet date until the warrant is
exercised or expires, and any change in fair value
is recognized
in the Company’s statement of operations. In this regard,
Fusion has 584,834 outstanding warrants which provide for a
downward adjustment of the exercise price if Fusion were to
issue
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
common stock at an issuance price, or issue convertible debt or
equity securities with an exercise price, that is less than the
exercise price of these warrants. In addition, in connection with
the sale of certain notes under the original Praesidian Facility,
Fusion issued nominal warrants to the original lenders to purchase
an aggregate of 728,333 shares of Fusion’s common stock. The
nominal warrants were exercised in August 2015. The fair values of
these warrants have been estimated using option pricing and other
valuation models, and the quoted market price of Fusion’s
common stock.
The
following assumptions were used to determine the fair value of the
warrants for the nine months ended September 30, 2016 and
2015:
|
Nine months ended September 30,
|
|
|
|
Stock
price ($)
|
1.65
|
1.88
|
Exercise
price ($)
|
6.25
|
0 - 6.25
|
Risk-free
interest rate (%)
|
1.56
|
1.75 - 2.06
|
Expected
volatility (%)
|
92.4
|
125.4
|
Time
to maturity (years)
|
2.25
|
7.08 - 8.25
|
At
September 30, 2016 and December 31, 2015, the fair value of the
derivative was $233,934 and $953,005, respectively. For the three
months ended September 30, 2016 and 2015, the Company recognized a
gain on the change in the fair value of this derivative of
approximately $152,000 and $1.2 million, respectively, and a gain
of approximately $380,000 and $2.5 million for the nine months
ended September 30, 2016 and 2015, respectively.
During
the nine months ended September 30, 2016, the Company adjusted the
valuation of its derivative liability for warrants issued in
December 2013 and January 2014 and its valuation of certain
warrants exercised during 2015. The amount of the adjustment was a
net $772,022 impact on the condensed consolidated statements of
operations resulting from the loss on the change in the fair value
of the derivative and an additional $338,972 impact to capital in
excess of par and $433,050 increase in derivative liability in the
condensed consolidated balance sheets (see Note 17). The Company
has evaluated these adjustments in accordance with ASC 250-10-S99,
SEC Materials (formerly SEC Staff Accounting Bulletin 99,
Materiality) and concluded that both quantitatively and
qualitatively the adjustments were not material. These adjustments
were also evaluated by management in their assessment of internal
controls over financial reporting.
Note 13. Equity Transactions
Common Stock
Fusion is authorized to issue 50,000,000 shares of its common
stock. As of September 30, 2016 and December 31, 2015, 15,064,953
and 12,788,971 shares of its common stock, respectively, were
issued and outstanding, respectively.
During
the nine months ended September 30, 2016, Fusion issued 26,500
shares of its common stock to a third party consultant for services
rendered, and 30,000 shares of common stock to an employee in lieu of
a cash bonus valued of $96,950. In addition, the Fusion
Board declared aggregate dividends of $599,491 on Fusion’s
Series B-2 Preferred Stock, which, as permitted by the terms of the
Series B-2 Preferred Stock, was paid in the form of 343,510 shares
of common stock. In addition, during the nine months ended
September 30, 2016, certain holders of the Series B-2 Preferred
Stock elected to convert 6,025 shares into an aggregate of
1,871,667 shares of Fusion’s common stock, including 666,667
shares of common stock which were issued as a payment of additional
dividends for the conversion of these Series B-2 Preferred shares
into Fusion’s common stock. The additional shares issued were
valued at the closing market price at the date of issuance of $1.80
per share or $1.2 million.
On May
9, 2016, the Company received a staff determination letter from
Nasdaq stating that the Company was not in compliance with its
rules for continued listing, Rule 5635(b), because it violated the
shareholder approval requirement. The technical violation resulted
from the purchase of 1,834,862 shares of the Company’s common
stock by Unterberg Technology Partners, L.P.
(“Unterberg”) in December 2015, which when aggregated
with the common shares underlying the Company’s Series B
Preferred Stock held by an affiliate of Unterberg in February 2016,
caused the amount owned by Unterberg affiliates to exceed the level
allowed by Nasdaq without a prior shareholder vote. The Nasdaq
letter indicated that the Company had forty-five (45) calendar days
to submit a plan to regain compliance.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On July 19, 2016, Fusion entered into a Standstill Agreement with
Unterberg, and notified Nasdaq of it plans to hold an annual
stockholders meeting to obtain the
requisite approval for the transactions. Consequently, Nasdaq
granted the Company an extension of time to regain compliance with
the Rule 5635(b). On October 28, 2016, Fusion’s shareholders
approved the transaction with Unterberg and its affiliates and on
November 2, 2016, Nasdaq notified Fusion that it has regained
compliance with Rule 5635(b).
Restricted Stock
During the nine months ended September 30, 2016, the Company
awarded 55,000 shares of restricted common stock to its Chief
Financial Officer.
Preferred Stock
Fusion
is authorized to issue up to 10,000,000 shares of preferred stock.
As of September 30, 2016 and December 31, 2015 there was 5,045
shares of Series A Preferred Stock issued and outstanding. In
addition, there were 12,254 and 18,279 shares of Series B-2
Preferred Stock issued and outstanding as of September 30, 2016 and
December 31, 2015, respectively.
The
holders of the Series A Preferred Stock are entitled to receive
cumulative dividends of 8% per annum payable in arrears, when and
if declared by the Fusion’s Board, on January 1 of each year.
As of September 30, 2016, no dividend had been declared by
Fusion’s Board with respect to the Series A Preferred Stock,
and the Company had accumulated approximately $4.6 million of
preferred stock dividends. The holders of the shares of Series B-2
Preferred Stock are entitled to receive a cumulative 6% annual
dividend payable quarterly in arrears when and if declared by the
Fusion Board, in cash or shares of Fusion common stock, at the
option of the Company.
Since
January 1, 2016, Fusion has the right to force the conversion of
the Series B-2 Preferred Stock into Fusion common stock at a
conversion price of $5.00 per share; provided that the volume
weighted average price for its common stock is at least $12.50 for
ten consecutive trading days.
Note 14. Commitments and Contingencies
Legal Matters
From time to time, the Company may be involved in a variety of
claims, lawsuits, investigations and proceedings relating to
contractual disputes, employment matters, regulatory and compliance
matters, intellectual property rights and other litigation arising
in the ordinary course of business. Defending such proceedings can
be costly and can impose a significant burden on management and
employees. The Company does not expect that the outcome of any such
claims or actions will have a material adverse effect on the
Company’s liquidity, results of operations or financial
condition. As of September 30, 2016, the Company did not have any
ongoing legal matters.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 15. Segment Information
Operating segments are defined under U.S. GAAP as components of an
enterprise for which separate financial information is available
and evaluated regularly by a company's chief operating decision
maker ("CODM") in deciding how to allocate resources and assess
performance.
The Company has two reportable segments – “Business
Services” and “Carrier Services.” These segments
are organized by the products and services that are sold and the
customers that are served. The Company measures and evaluates its
reportable segments based on revenues and gross profit margins. The
Company’s measurement of segment profit exclude the
Company’s executive, administrative and support costs. The
accounting policies of the segments are the same as those described
in Note 2, Summary of Significant Accounting Policies, of the
audited consolidated financial statements included in the 2015 Form
10-K. The Company’s segments and their principal activities
consist of the following:
Business Services
Through this operating segment, the Company provides cloud voice,
cloud connectivity, cloud infrastructure, cloud computing and
managed cloud-based applications to businesses of all sizes. These
services are sold through the Company’s direct sales force
and its partner sales channel, which utilizes the efforts of
independent third-party agents to sell the Company’s products
and services. The Business Services segment includes the
business acquired from RootAxcess in September 2015, its
acquisition of the stock of various Fidelity companies in December,
2015, and its acquisition of assets from TFB completed in March
2016.
Carrier Services
Carrier Services includes the termination of domestic and
international carrier traffic utilizing primarily VoIP technology.
The Company currently interconnects with approximately 370 carriers
and vendors, and is working to expand its interconnection
relationships, particularly with carriers in emerging
markets.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Operating
segment information for the three and nine months ended September
30, 2016 and 2015 is summarized in the following
tables:
|
Three
months ended September 30, 2016
|
|
|
|
|
|
Revenues
|
$8,864,791
|
$20,632,338
|
$-
|
$29,497,129
|
Cost
of revenues (exclusive of depreciation and
amortization)
|
8,487,912
|
8,281,675
|
-
|
16,769,587
|
Gross
profit
|
376,879
|
12,350,663
|
-
|
12,727,542
|
Depreciation
and amortization
|
38,094
|
2,747,822
|
212,712
|
2,998,628
|
Selling,
general and administrative expenses
|
653,462
|
9,547,547
|
1,207,039
|
11,408,048
|
Interest
expense
|
-
|
1,551,534
|
73,661
|
1,625,195
|
Gain
on change in fair value of derivative liability
|
-
|
-
|
(152,057)
|
(152,057)
|
Other
expenses (income)
|
-
|
247,070
|
(265,139)
|
(18,069)
|
Provision
for income taxes
|
-
|
10,951
|
-
|
10,951
|
Net
loss
|
$(314,677)
|
$(1,754,261)
|
$(1,076,216)
|
$(3,145,154)
|
Total
assets
|
$3,783,321
|
$90,027,291
|
$2,312,655
|
$96,123,267
|
|
|
|
|
|
|
Nine months ended September 30, 2016
|
|
|
|
|
|
Revenues
|
$30,711,086
|
62,390,749
|
$-
|
$93,101,835
|
Cost
of revenues (exclusive of depreciation and
amortization)
|
29,341,982
|
24,594,096
|
-
|
53,936,078
|
Gross
profit
|
1,369,104
|
37,796,653
|
-
|
39,165,757
|
Depreciation
and amortization
|
116,102
|
8,128,378
|
702,301
|
8,946,781
|
Selling,
general and administrative expenses
|
2,119,119
|
28,052,965
|
3,930,763
|
34,102,847
|
Interest
expense
|
-
|
4,647,847
|
229,981
|
4,877,828
|
Gain
on change in fair value of derivative liability
|
-
|
-
|
(380,099)
|
(380,099)
|
Other
expenses (income)
|
-
|
764,308
|
(797,822)
|
(33,514)
|
Provision
for income taxes
|
|
10,951
|
|
10,951
|
Net
loss
|
$(866,117)
|
$(3,807,796)
|
$(3,685,124)
|
$(8,359,037)
|
Capital
expenditures
|
$41,584
|
$3,740,648
|
$-
|
$3,782,232
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Three months ended September 30,
2015
|
|
|
|
|
|
Revenues
|
$8,269,529
|
$16,261,295
|
$-
|
$24,530,824
|
Cost
of revenues (exclusive of depreciation and
amortization)
|
7,642,008
|
5,891,639
|
-
|
13,533,647
|
Gross
profit
|
627,521
|
10,369,656
|
-
|
10,997,177
|
Depreciation
and amortization
|
48,022
|
2,898,068
|
194,337
|
3,140,427
|
Selling,
general and administrative expenses
|
885,769
|
7,953,958
|
956,756
|
9,796,483
|
Interest
expense
|
-
|
1,332,719
|
102,015
|
1,434,734
|
Gain
on change in fair value of derivative liability
|
-
|
-
|
(1,237,730)
|
(1,237,730)
|
Loss
on extinguishment of debt
|
-
|
2,538,272
|
182,083
|
2,720,355
|
Other
expenses (income)
|
-
|
243,420
|
(241,021)
|
2,399
|
Net
(loss) income
|
$(306,270)
|
$(4,596,781)
|
$43,560
|
$(4,859,491)
|
Total
assets
|
$4,639,835
|
$59,128,769
|
$3,128,866
|
$66,897,470
|
|
|
|
|
|
|
Nine months ended September 30, 2015
|
|
|
|
|
|
Revenues
|
$25,767,099
|
$49,090,458
|
$-
|
$74,857,557
|
Cost
of revenues (exclusive of depreciation and
amortization)
|
23,540,573
|
17,819,382
|
-
|
41,359,955
|
Gross
profit
|
2,226,526
|
31,271,076
|
-
|
33,497,602
|
Depreciation
and amortization
|
138,944
|
8,809,670
|
235,018
|
9,183,632
|
Selling,
general and administrative expenses
|
2,619,818
|
23,684,671
|
3,074,707
|
29,379,196
|
Interest
expense
|
-
|
4,457,080
|
193,206
|
4,650,286
|
Gain
on change in fair value of derivative liability
|
-
|
-
|
(2,543,878)
|
(2,543,878)
|
Loss
on extinguishment of debt
|
-
|
2,538,272
|
182,083
|
2,720,355
|
Other
expenses (income)
|
-
|
591,691
|
(648,060)
|
(56,369)
|
Net
loss
|
$(532,236)
|
$(8,810,308)
|
$(493,076)
|
$(9,835,620)
|
Capital
expenditures
|
$69,905
|
$2,409,430
|
$-
|
$2,479,335
|
Note 16. Related Party Transactions
Since
March 6, 2014, the Company has engaged a third party to prepare its
tax returns and to provide related tax advisory services. Larry
Blum, a member of Fusion’s Board, is a Senior Advisor and a
former partner of that company.
Since
2015, the Company has an operating agreement with XcomIP, LLC a
telecommunications carrier in Hoboken, New Jersey, whose CEO Jay
Adams is the brother of John Adams Vice President of our Carrier
Services division. For the three and nine months ended September
30, 2016, we recognized revenues of approximately $0.5 million and
$2.0 million, respectively. For the nine months ended September 30,
2016, the outstanding balance of accounts receivable from XcomIP
and accounts payable owed to XcomIP was approximately $98,000 and
$14,000, respectively.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 17. Fair Value Disclosures
Fair
value of financial and non-financial assets and liabilities is
defined as an exit price, representing the amount that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. The three-tier
hierarchy for inputs used in measuring fair value, which
prioritizes the inputs used in the methodologies of measuring fair
value for assets and liabilities, is as follows:
Level
1—Quoted prices in active markets for identical assets or
liabilities
Level
2—Observable inputs other than quoted prices in active
markets for identical assets and liabilities
Level
3—No observable pricing inputs in the market
The
following table represents the fair value of the liability measured
at fair value on a recurring basis:
|
|
|
|
|
As of September 30, 2016
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Contingent
liability (see note 11)
|
$-
|
$-
|
$100,000
|
100,000
|
Non-current
liabilities:
|
|
|
|
|
Contingent
liability (see note 11)
|
|
-
|
861,606
|
861,606
|
Derivative
liability (see note 12)
|
-
|
-
|
233,934
|
233,934
|
Total
non-current liabilities
|
$0
|
$-
|
$1,095,540
|
$1,095,540
|
As of December 31, 2015
|
|
|
|
|
Non-current
liabilities:
|
|
|
|
|
Derivative
liability (see note 12)
|
$-
|
$-
|
$953,005
|
$953,005
|
Changes
in the derivative warrant liability for the nine months ended
September 30, 2016 are as follows:
Balance
at December 31, 2015
|
$953,005
|
Gain
for the period:
|
|
Included
in net loss
|
(1,152,121)
|
Adjustment
for prior issuances and conversion of warrants (see note
12)
|
433,050
|
Balance
at September 30, 2016
|
$233,934
|
|
|
Note 18. Subsequent Events
On
November 14, 2016, the Company entered into a $70.0 million senior
secured credit facility with East West Bank consisting of a $65.0
million, five-year term loan and a $5.0 million five-year revolver.
The proceeds from the term loan were used to fund the acquisition
of Apptix, Inc., pay in full the Opus Facility, and for general
corporate purposes.
On
November 14, 2016, the Company completed the acquisition of Apptix,
Inc. a cloud solutions provider based in Herndon, Virginia for a
total purchase price of $28.0 million, consisting of approximately
$23.0 million in cash and $5.0 million in Fusion’s restricted
common stock.
On
November 14, 2016, the Company completed an offering of $2.0
million of Fusion common stock in a private placement offering
which is expected to fund on November 16, 2016. The proceeds will
be used for general corporate purposes including working capital
and capital expenditures.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion should be read in conjunction with the
information contained in our unaudited consolidated financial
statements and the notes thereto appearing elsewhere herein and in
conjunction with the Management’s Discussion and Analysis set
forth in the 2015 Form 10-K.
Certain statements and the discussion contained herein regarding
the Company’s business and operations may include
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1996. Such statements
consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology
such as “may,” “plans,”
“expect,” “anticipate,”
“intend,” “estimate” or
“continue” or the negative thereof or other variations
thereof or comparable terminology. The reader is cautioned that all
forward-looking statements are speculative, and there are certain
risks and uncertainties that could cause actual events or results
to differ from those referred to in such forward-looking
statements. The primary risk of the Company is its ability to
attract new capital to execute its comprehensive business strategy.
There may be additional risks associated with the integration of
businesses following an acquisition, the Company’s ability to
comply with its senior debt agreements, concentration of revenue
from one source, competitors with broader product lines and greater
resources, emergence into new markets, natural disasters, acts of
war, terrorism or other events beyond the Company’s control
and the other factors identified by the Company from time to time
in its filings with the SEC. However, the risks included should not
be assumed to be the only risks that could affect future
performance.
All forward-looking statements included are made as of the date
hereof, based on information available to as of the date thereof,
and the Company assumes no obligation to update any forward-looking
statements.
Overview
Our Business
We offer a comprehensive suite of cloud voice, cloud connectivity,
cloud infrastructure, cloud computing and managed cloud-based
applications to businesses of all size, and offer domestic and
international VoIP services to carriers worldwide. Our advanced,
proprietary cloud services platforms, as well as our state-of-the
art switching systems, enable the integration of leading edge
solutions in the cloud, increasing customer collaboration and
productivity by seamlessly connecting employees, partners,
customers and vendors. We currently operate our business in two
distinct business segments: Business Services and Carrier
Services.
In the Business Services segment, we are focused on becoming our
business customers’ single source for leveraging the
increasing power of the cloud, providing a robust package of what
we believe to be the essential services that form the foundation
for their successful migration to, and efficient use of, the cloud.
Our core Business Services products and services include cloud
voice and unified communications as a service (UCaaS), improving
communication and collaboration on virtually any device, virtually
anywhere, and cloud connectivity services, securely and reliably
connecting customers to the cloud with managed network solutions
that are designed to increase quality and optimize network
efficiency. Our cloud computing and infrastructure as a service
(IaaS) solutions, are designed to provide our larger enterprise
customers with a platform on which additional cloud services can be
layered. Complemented by storage solutions, as well as software as
a service (SaaS) solutions, such as security and business
continuity, our advanced cloud offerings allow our larger
enterprise customers to experience the increased efficiencies and
agility delivered by the cloud. The Company’s cloud-based
services are flexible, scalable and rapidly deployed, reducing our
customers’ cost of ownership while increasing their
productivity.
Through our Carrier Services segment, we have agreements with
approximately 370 carrier customers and vendors, through which we
sell domestic and international voice services to other carriers
throughout the world. Customers include U.S.-based carriers sending
voice traffic to international destinations, and foreign carriers
sending traffic to the U.S. and internationally. We also purchase
domestic and international voice services from many of our Carrier
Services customers. Our carrier-grade network, advanced switching
platform and interconnections with global carriers on six
continents also reduce the cost of global voice traffic and expand
service delivery capabilities for our Business Services
segment.
We manage our business segments based on gross profit and gross
margin, which represents net revenue less the cost of revenue, and
on net profitability after excluding certain non-cash and
non-recurring items. The majority of our operations, engineering,
information systems and support personnel are assigned to either
the Business Services or Carrier Services business segment for
segment reporting purposes.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
We continue to increasingly focus our sales and marketing efforts
on developing vertically oriented solutions for targeted markets
that require the kind of specialized solutions made possible by our
state-of-the-art network and advanced services platforms. Our
vertically oriented solutions, which are currently focused on
healthcare, legal, hospitality and real estate, offer a substantial
opportunity to gain additional market share. We intend to
accelerate the growth of our Business Services segment with the
goal of increasing the portion of our total revenue derived from
this higher margin and more stable segment. In addition to lowering
the underlying costs of termination, we believe that our Carrier
Services segment supports the growth of the Business Services
segment by providing enhanced service offerings for business
customers and by strengthening its relationships with major service
providers throughout the world.
Results of Operations
Three Months Ended September 30, 2016 Compared with Three Months
Ended September 30, 2015
The
following table summarizes the results of our consolidated
operations for the three months ended September 30, 2016 and
2015:
|
Three Months Ended September 30,
|
|
|
%
Revenues
|
|
|
|
|
|
|
|
Revenues
|
$29,497,129
|
100.0%
|
$24,530,824
|
100.0%
|
Cost
of revenues*
|
16,769,587
|
56.9%
|
13,533,647
|
55.2%
|
Gross profit
|
12,727,542
|
43.1%
|
10,997,177
|
44.8%
|
Depreciation
and amortization
|
2,998,628
|
10.2%
|
3,140,427
|
12.8%
|
Selling,
general and administrative expenses
|
11,408,048
|
38.7%
|
9,796,483
|
39.9%
|
Total
operating expenses
|
14,406,676
|
48.8%
|
12,936,910
|
52.7%
|
Operating loss
|
(1,679,134)
|
(5.7%)
|
(1,939,733)
|
(7.9%)
|
Other (expenses) income:
|
|
|
|
|
Interest
expense
|
(1,625,195)
|
(5.5%)
|
(1,434,734)
|
(5.8%)
|
Gain
on change in fair value of derivative liability
|
152,057
|
0.5%
|
1,237,730
|
5.0%
|
Loss
on extinguishment of debt
|
-
|
0.0%
|
(2,720,355)
|
(11.1%)
|
Other
income (expense), net
|
18,069
|
0.1%
|
(2,399)
|
0.0%
|
Total
other expenses
|
(1,455,069)
|
(4.9%)
|
(2,919,758)
|
(11.9%)
|
Loss before income taxes
|
(3,134,203)
|
(10.6%)
|
(4,859,491)
|
(19.8%)
|
Provision
for income taxes
|
(10,951)
|
0%
|
-
|
0.0%
|
Net loss
|
$(3,145,154)
|
(10.7%)
|
$(4,859,491)
|
(19.8%)
|
*Exclusive
of depreciation and amortization, shown separately
below.
Revenues
Consolidated
revenues were $29.5 million during the three months ended September
30, 2016 compared to $24.5 million during the three months ended
September 30, 2015, an increase of $5.0 million, or
20.2%.
Revenues
from the Business Services segment were $20.6 million for the three
months ended September 30, 2016 as compared to $16.3 million for
the three months ended September 30, 2015. The increase is
primarily attributable to revenue derived from new customers
obtained from our acquisitions of RootAxcess in September 2015 and
various Fidelity companies in December 2015.
Carrier
Services revenue of approximately $8.9 million represents an
increase of $0.6 million, or 7.2%, from the same period a year
earlier. The increase was primarily due to an increase of 93% or
$0.03 in the blended rate per minute of traffic terminated from the
same period a year earlier, partially offset by a decrease of 44%
in the number of minutes of traffic carried during the
quarter.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Cost of Revenues and Gross Margin
Consolidated
cost of revenues was $16.8 million for the three months ended
September 30, 2016 as compared to $13.5 million for the three
months ended September 30, 2015. This increase was due
to costs attributable to revenues derived from the RootAxcess and
Fidelity acquisitions completed in the third and fourth quarter of
2015, and higher per minute rates for the cost of traffic
terminated of 99.7% (or $0.03 per minute) in the Carrier Services
segment.
Consolidated gross margin was 43.1% for the three months ended
September 30, 2016 compared to 44.8% in the same period for 2015.
The decrease is primarily due to approximately $0.8 million of
additional costs of traffic terminated by our Carrier Services
segment and an increase of approximately $2.4 million in our
Business Services segment driven primarily by an increase in total
customer services costs as a result of the RootAxcess and Fidelity
acquisitions.
Gross
margin for the Business Services segment was 59.9% for the three
months ending September 30, 2016 as compared to 63.8% for the three
months ending September 30, 2015. The decrease is due
primarily to an increase in costs of revenue driven primarily by an
increase in lower margin connectivity services associated with
services offered by the acquired Fidelity
companies.
Gross
margin for the Carrier Services segment was 4.3% for the three
months ended September 30, 2016 as compared to 7.6% in the three
months ended September 30, 2015. The decrease was due to
higher cost per minute of traffic terminated of $0.8 million, over
the same period a year earlier.
Depreciation and Amortization
Depreciation
and amortization expense was $3.0 million for the three months
ended September 30, 2016 compared to $3.1 million in the same
period of 2015. For the three months ended September 30, 2016,
amortization expense of
the intangible assets decreased by approximately $0.5 million from
the same period in 2015 as a result of some of the intangible
assets being fully amortized, and depreciation expense increased by
approximately $0.4 million.
Selling, General and Administrative Expenses
Selling,
general and administrative expenses (“SG&A”) for
the three months ended September 30, 2016 was $11.4 million as
compared to $9.8 million for the three months ended September 30,
2015. This
increase is driven primarily by higher salaries and employee
related benefits of approximately $1.6 million due to increased
headcount resulting from our acquisitions of Fidelity, RootAxcess
and TFB.
Interest Expense
Interest expense was approximately $1.6 million for the three
months ended September 30, 2016 compared to $1.4 million in the
same period of 2015. The increase in interest expense of $0.2
million is due to an increase in interest expense of approximately
0.4 million from the credit facility with Opus Bank offset by a
decrease in interest expense of approximately $0.2 million from
Praesidian as a result of the debt restructuring in August 2015
which lower the interest rate from 11.5% to 10.8%.
Change in Fair Value of Derivative Liability
During the three months ended September 30, 2016 and 2015, we
recognized a gain on the change in fair value of our derivative
liabilities in the amount of approximately $152,000 (see Notes 12
and 17) and $1.2 million, respectively. The gain and loss on
the derivative are related to warrants that we issued to our senior
lenders in 2012 and 2013 and warrants issued to purchasers of our
Series B-2 Preferred Stock, the terms of which cause them to be
treated as liabilities and not as equity instruments. The changes
in their fair value are required to be recorded through the
statement of operations at each accounting period. These warrants
are valued using an option pricing model and other valuation
models, such that increases in Fusion’s stock price result in
a higher valuation of the derivative and a charge to our income
statement, and decreases in Fusion’s stock price result in a
lower valuation and a gain being recorded in our income
statement.
We may be subject to additional fluctuations in our income
statement in 2016 and beyond based on changes in Fusion’s
stock price and the corresponding changes in fair value of our
derivative liabilities associated with the warrants issued in
connection with our Series B-2 Preferred Stock.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Nine Months Ended September 30, 2016 Compared with Nine Months
Ended September 30, 2015
The
following table summarizes the results of our consolidated
operations for the nine months ended September 30, 2016 and
2015:
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$93,101,835
|
100.0%
|
$74,857,557
|
100.0%
|
Cost
of revenues*
|
53,936,078
|
57.9%
|
41,359,955
|
55.3%
|
Gross profit
|
39,165,757
|
42.1%
|
33,497,602
|
44.7%
|
Depreciation
and amortization
|
8,946,781
|
9.6%
|
9,183,632
|
12.3%
|
Selling,
general and administrative expenses
|
34,102,847
|
36.6%
|
29,379,196
|
39.2%
|
Total
operating expenses
|
43,049,628
|
46.2%
|
38,562,828
|
51.5%
|
Operating loss
|
(3,883,871)
|
(4.2%)
|
(5,065,226)
|
(6.8%)
|
Other (expenses) income:
|
|
|
|
|
Interest
expense
|
(4,877,828)
|
(5.2%)
|
(4,650,286)
|
(6.2%)
|
Gain
on change in fair value of derivative liability
|
380,099
|
0.4%
|
2,543,878
|
3.4%
|
Loss
on extinguishment of debt
|
-
|
0.0%
|
(2,720,355)
|
(3.6%)
|
Other
income, net
|
33,514
|
0.0%
|
56,369
|
0.1%
|
Total
other expenses
|
(4,464,215)
|
(4.8%)
|
(4,770,394)
|
(6.4%)
|
Loss before income taxes
|
(8,348,086)
|
(9.0%)
|
(9,835,620)
|
(13.1%)
|
Provision
for income taxes
|
(10,951)
|
0%
|
-
|
0.0%
|
Net loss
|
$(8,359,037)
|
(9.0%)
|
$(9,835,620)
|
(13.1%)
|
*Exclusive
of depreciation and amortization, shown separately
below.
Revenues
Consolidated
revenues were $93.1 million for the nine months ended September 30,
2016 compared to $74.9 million for the nine months ended September
30, 2015, an increase of $18.2 million, or 24.4%.
Revenues
from the Business Services segment increased by $13.3 million for
the first nine months of 2016 to $62.4 million from $49.1 million
for the first nine months of 2015. The increase is primarily
attributable to revenue derived from new customers obtained from
the RootAxcess and Fidelity acquisitions which were completed in
the third and fourth quarter of 2015.
Carrier
Services revenue of $30.7 million represents an increase of $4.9
million, or 19.2%, from the same period a year earlier. The
increase is the result of a 52.3% or $0.02 increase in the blended
rate per minute of traffic terminated offset by a decrease of 21.8%
in volume of traffic carried.
Cost of Revenues and Gross Margin
Consolidated
cost of revenues was $53.9 million for the nine months ended
September 30, 2016 compared to $41.4 million for the nine months
ended September 30, 2015. This increase is due to
costs attributable to revenues resulting from the RootAxcess and
Fidelity acquisitions during the third and fourth quarter of 2015,
and higher per minute rates for the cost of traffic terminated of
59.3% (or $0.02 per minute) in the Carrier Services
segment.
Consolidated
gross margin was 42.1% in the nine months ended September 30, 2016
compared to 44.7% in the nine months ended September 30, 2015.
The
decrease is primarily due to an increase in costs of revenue driven
primarily by the inclusion of the Fidelity acquisition and an
increase in costs in our Carrier Services segment of $5.8 million
as a result of higher per minute rates associated with the cost of
traffic terminated.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Gross
margin for the Business Services segment was 60.6% for the first
nine months of 2016 compared to 63.7% for the first nine months of
2015. The
decrease is due primarily to an increase in costs of revenue driven
primarily by an increase in lower margin connectivity services
associated with services offered by the Fidelity
companies.
Gross
margin for the Carrier Services business segment was 4.5% for the
nine months ended September 30, 2016 compared to 8.6% for the nine
months ended September 30, 2015. The decrease was due to
higher cost per minute of traffic terminated of $5.8 million, or
59.3%, over the same period a year earlier.
Depreciation and Amortization
Depreciation
and amortization expense was $8.9 million and $9.2 million for the
nine months ended September 30, 2016 and 2015, respectively. For
the nine months ended September 30, 2016, amortization expense of
the intangible assets decreased by approximately $1.5 million from
the same period a year earlier as a result of certain intangible
assets being fully amortized, and depreciation expense increased by
approximately $1.2 million from the same period a year
earlier.
Selling, General and Administrative Expenses
SG&A
expenses increased by $4.7 million to $34.1 million for the nine
months ended September 30, 2016 from $29.4 million for the nine
months ended September 30, 2015. This increase is
primarily driven by higher salaries and employee related benefits
of approximately $4.8 million due to increased headcount resulting
from our acquisitions of Fidelity, RootAxcess and
TFB.
Interest Expense
Interest expense was approximately $4.9 million for the nine months
ended September 30, 2016 and $4.7 million for the same period in
2015. The increase in interest expense of approximately $0.2
million is primarily due to an increase in interest expense of
approximately 1.4 million from the credit facility with Opus Bank
offset by a decrease in interest expense of approximately $0.9
million from Praesidian as a result of the debt restructuring in
August 2015 which lower the interest rate from 11.5% to 10.8% and
resulted in a reduction in the amortization of debt discount and
debt issuance costs of approximately $0.4 million.
Change in Fair Value of Derivative Liability
The
change in fair value of the derivative was a gain of $380,000 in
the nine months ended September 30, 2016 compared to a gain of $2.5
million the nine months ended September 30, 2015. This change is
due to the decrease in Fusion's stock price during these periods,
which decreases the value of our derivative liability.
Liquidity and Capital Resources
Since our inception, we have incurred significant net losses. At
September 30, 2016, we had working capital deficit of approximately
$3.2 million and stockholders’ equity of $7.0 million. At
December 31, 2015, we had working capital of $1.7 million and
stockholders’ equity of approximately $14.5 million. Our
consolidated cash balance at September 30, 2016 was approximately
$0.9 million as compared to $7.5 million at December 31, 2015.
While we believe we have sufficient cash to fund our operations and
meet our operating and debt obligations for the next twelve months,
we may be required to raise additional capital to support our
business plan. There can be no assurances that such funds will be
available to the Company as and when needed or on terms deemed by
us to be acceptable.
We have never paid cash dividends on our common stock, and we do
not anticipate paying cash dividends on our common stock in the
foreseeable future. We intend to retain all of our earnings, if
any, for general corporate purposes, and, if appropriate, to
finance the expansion of our business. Subject to the rights of
holders of our outstanding preferred stock, any future
determination to pay dividends is at the discretion of
Fusion’s Board, and will be dependent upon our financial
condition, operating results, capital requirements, general
business conditions, the terms of our credit facilities,
limitations under Delaware law and other factors that
Fusion’s Board and senior management consider
appropriate.
The holders of our Series A Preferred Stock are entitled to receive
cumulative dividends of 8% per annum payable in arrears, as and if
declared by Fusion’s Board. The holders of our Series B-2
Preferred Stock are entitled to receive quarterly dividends at an
annual rate of 6%. These dividends can be paid, at the
Company’s option, either in cash or, under certain
circumstances, in shares of Fusion’s common
stock.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Through September 30, 2016, Fusion’s Board has never declared
dividends on any series of the Series A Preferred Stock, and, as a
result, the Company had accumulated approximately $4.6 million of
preferred stock dividends. The Fusion Board declared a dividend of
$183,917 for the three months ended September 30, 2016 on its
Series B-2 Preferred Stock, which, as permitted by the terms of the
Series B-2 Preferred Stock, was paid in the form of 122,601 shares
of Fusion’s common stock.
Secured Credit Facility
In December 2015, the Company entered into the Opus Facility, which
facility amended and restated, in its entirety, the $40.0 million
credit facility originally entered into by the Company with Opus
Bank in August 2015. The Opus Facility consists of a $15.0 million
revolving credit facility and a $25.0 million term loan. All
borrowings under the Opus Facility bear interest at a rate equal to
the higher of (a) the rate of interest in effect for such day as
publicly announced from time to time by the Wall Street Journal as
its “prime rate” (or the average prime rate if a high
and a low prime rate are therein reported) plus the Applicable
Margin then in effect at such time, or (b) 3.25% plus the
Applicable Margin and are secured by a first priority security
interest in all of the assets of Fusion and its subsidiaries,
including the capital stock of each such subsidiary. Under the Opus
Facility, “Applicable Margin” is calculated based on
the ratio of Senior Indebtedness to Adjusted EBITDA (each as
defined in the Opus Facility) and ranges from 1.25% to 2.00% based
on the ratio level. In addition, subject to certain limitations,
Fusion and certain of its subsidiaries have guaranteed the
obligations of the borrower (Fusion NBS Acquisition Corp.) under
the Opus Facility, including its obligations to repay all
borrowings. The maturity date of amounts borrowed under the
revolver is four years or August 28, 2019, and the maturity date of
any amounts borrowed under the term loan portion of this facility
is August 28, 2020. The Opus Facility contains a number of
affirmative and negative covenants, including but not limited to,
restrictions on paying indebtedness subordinate to borrowings under
the Opus Facility, incurring additional indebtedness, making
capital expenditures, dividend payments and cash distributions by
subsidiaries. The Opus Facility also requires on-going compliance
with various financial covenants, including a maximum senior
leverage ratio, fixed charge coverage ratio and minimum levels of
earnings before interest, taxes, depreciation and amortization.
Effective December 31, 2015, the Company’s obligation to
maintain a minimum unencumbered cash bank balance of no less than
$1.0 million at all times was eliminated.
At September 30, 2016, we have outstanding $15.0 million under the
revolver and $25.0 million under the term loan. The Company paid
monthly interest at a rate of 4.75%, and paid interest expense of
approximately $0.5 million and $1.4 million during the three and
nine months ended September 30, 2016, respectively. As of September
30, 2016, we were not in compliance with our leverage and senior
leverage ratio covenants in the Opus Facility. On
November 7, 2016, the Company and Opus Bank entered into a
Waiver and Amendment to Amended and Restated credit Agreement
(“Amended Opus Facility”) whereby Opus agreed to waive
our default with respect to the leverage and senior leverage ratios
covenant requirements, and refinance the existing credit facility
into a new $20.0 million senior secured credit facility with East
West Bank. As a result of this waiver, we were in compliance with
our obligations under the Secured Credit Facility as of September
30, 2016.
Praesidian Facility
Simultaneous with the execution of the Opus Facility, the Company
executed the Fourth Amended SPA. The Fourth Amended SPA amended and
restated the terms of the Third Amended and Restated Securities
Purchase Agreement and Security Agreement (the “Third
Amendment”). Specifically, the Fourth Amended SPA amended the
Third Amendment to (i) provide the consent of the continuing
lenders to the acquisition of Fidelity (ii) add Fidelity as a
guarantor and credit party under the Praesidian Facility, and (iii)
modify or eliminate certain of the financial covenants contained in
the Third Amendment, including the requirement to maintain a
minimum unencumbered cash bank balance of $1.0 million at all
times. As of September 30, 2016, we were not in compliance with our
leverage ratio covenant in the Fourth Amended SPA.
On November
7, 2016, Praesidian waived our events of default with respect to
non-compliance with the leverage ratio. As a result of this waiver
and amendment, we were in compliance with our obligations under
the Fourth Amended SPA
as of
September 30, 2016.
The following notes have been issued by us under the Praesidian
Facility:
●
|
Series A and B Notes. The Company sold $6.5 million
aggregate principal amount of Series A notes, and $10.0 million
aggregate principal amount of Series B notes in October 2012, the
proceeds of which were used to finance our acquisition of Network
Billing Systems, LLC.
|
●
|
Series C and D Notes. The Company sold $0.5 million
aggregate principal amount of Series C notes and $25.0 million
aggregate principal amount of Series D notes in December 2013, to
finance our acquisition of certain assets of Broadvox.
|
●
|
Series E Notes. The Company sold $5.0 million aggregate
principal amount of Series E notes in October 2014 to fund our
acquisition of PingTone Communications Inc.
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
●
|
Series F Notes. The Company sold $9.0 million aggregate
principal amount of Series F notes in August 2015 to retire a
portion of the approximately $20.0 million of notes held by one of
the original lenders.
|
At September 30, 2016, we had approximately $34.0 million principal
amount of notes outstanding under the Praesidian Facility. In
accordance with the terms of the Fourth Amended SPA, the notes bear
interest at an annual rate of 10.8%, with monthly principal
payments of approximately $57,148 with the outstanding principal
balance on all the notes payable at maturity on February 28,
2021.
For the three months ended September 30, 2016 and 2015, we paid
interest expense on the notes of approximately $0.9 million and
$1.1 million, respectively, and $2.8 million and $3.7 million for
the nine months ended September 30, 2016 and 2015,
respectively.
Related Party Note Payable
We have a note payable outstanding of approximately $1.2 million to
Marvin Rosen, the Chairman of Fusion’s Board. This note is
subordinated to all amounts borrowed under the Opus Facility and
the Praesidian Facility. This note is unsecured, pays interest
monthly at an annual rate of 7%, and matures 120 days after all
borrowings under the Opus Facility and the Praesidian Facility are
paid in full. For the quarter ended September 30, 2016, the Company
recognized interest expense of approximately $21,300.
We have entered into various capital lease agreements to finance
the purchase of property and equipment, at interest rates generally
ranging from 5.3% to 6.6%. During the nine months ended September
30, 2016, we paid $743,647 scheduled principal payments under these
leases and approximately $129,000 in interest expense.
The following table sets forth a summary of our cash flows for the
periods indicated:
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
Net
cash (used in) provided by operating activities
|
$(1,910,619)
|
$135,735
|
Net
cash used in investing activities
|
(3,179,264)
|
(1,979,335)
|
Net
cash used in financing activities
|
(1,568,620)
|
(645,238)
|
Net
decrease in cash and cash equivalents
|
(6,658,503)
|
(2,488,838)
|
Cash
and cash equivalents, beginning of period
|
7,540,543
|
6,444,683
|
Cash
and cash equivalents, end of period
|
$882,040
|
$3,955,845
|
Cash used in operating activities was $1.9 million for the nine
months ended September 30, 2016, compared to cash provided by
operating activities of $0.1 million during the nine months ended
September 30, 2015.
The following table illustrates the primary components of our cash
flows from operations:
|
Nine Months Ended September 30,
|
|
|
|
Net
loss
|
$(8,359,037)
|
$(9,835,620)
|
Non-cash
expenses, gains and losses
|
10,024,462
|
11,120,280
|
Accounts
receivable
|
(625,771)
|
(565,227)
|
Accounts
payable and accrued expenses
|
(1,258,968)
|
(297,079)
|
Other
|
(1,691,305)
|
(286,619)
|
Cash
(used in) provided by operating activities
|
$(1,910,619)
|
$135,735
|
Cash used in investing activities, comprised mainly of capital
expenditures, was $3.8 million for the nine months ended September
30, 2016 as compared to $2.5 million for the nine months ended
September 30, 2015. Capital expenditures for the remainder of 2016
are expected to be approximately $0.7 million to fund the purchase
of network and related equipment and operational support systems as
we continue to grow our Business Services segment. A portion of our
capital expenditure requirements may be financed through capital
leases or other equipment financing arrangements.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Cash used in financing activities was $1.6 million for the nine
months ended September 30, 2016 and $0.6 million for the same
period in 2015. For the nine months ended September 30, 2016, the
use of cash was the result of debt service payments and equipment
financing obligations of $824,973 and $743,647 respectively. Cash
used in financing activities for the nine months ended September
30, 2015 of approximately $0.6 million was primarily attributable
to payments of $0.8 million to our senior lenders, retirement of
debt of approximately $20.0 million, $0.6 million in capital lease
payments, and approximately $1.7 million repayment of borrowings
under a factoring arrangement with a third party, offset by
approximately $1.6 million in proceeds received from the transfer
of receivables from such third party. In addition, during the
quarter ended September 30, 2015, we issued the Series F Notes for
$9.0 million under the Praesidian Facility and borrowed $12.5
million under the Secured Credit Facility.
Other Matters
Inflation
We do
not believe inflation has a significant effect on our operations at
this time.
Off Balance Sheet Arrangements
At September 30, 2016, we have no off-balance sheet arrangements
that have, or are reasonably likely to have, a current or future
effect on the Company’s financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
Disclosure
under this section is not required for a smaller reporting
company.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Securities Exchange
Act of 1934 (the “Exchange Act”) that are designed to
ensure that information required to be disclosed in Exchange Act
reports is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC 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. Any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the
effectiveness of the design and operation of our disclosure
controls and procedures as of September 30, 2016. Based upon that
evaluation and subject to the foregoing, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective to accomplish their
objectives.
Our Chief Executive Officer and Chief Financial Officer do not
expect that our disclosure controls or our internal controls will
prevent all error and all fraud. The design of a control system
must reflect the fact that there are resource constraints and the
benefit of controls must be considered
relative to their cost. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance
that we have detected all of our control issues and all instances
of fraud, if any. The design of any system of controls also is based
partly on certain assumptions about the likelihood of future events
and there can be no assurance that any design will succeed in
achieving our stated goals under all potential future
conditions.
There have been no changes in our internal control over financial
reporting that occurred during our fiscal quarter ended September
30, 2016 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Item 1A. Risk Factors.
Risk
factors describing the major risks to our business can be found
under Item 1A, “Risk Factors,” in our 2015 Form 10-K.
There have been no material changes to our risk factors from those
previously disclosed in such Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
During
the nine months ended September 30, 2016, we have issued 26,500
shares of common stock valued at $45,051 to a third party
consultant for services rendered. In addition, the Company awarded 55,000 shares of restricted
stock to its Chief Financial Officer.
These
securities were not registered under the Securities Act of 1933, as
amended (the “Securities Act”), but were issued in
reliance upon the exemption from registration provided by Section
4(2) of the Securities Act as a transaction by an issuer 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.
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|
DESCRIPTION
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|
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Certification of the Chief Executive Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Financial Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
10.58
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|
2016 Fusion Equity Incentive Plan
|
10.59
|
|
Certificate of Amendement to Certificate of
Incorporation
|
10.60
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|
Waiver to Fourth Amended and Restated Securities Purchase Agreement
and Security Agreement, dated November 7, 2016 by and among Fusion
NBS Acquisition Corp., Fusion Telecommunications International,
Inc., Network Billing Systems, LLC, Fusion BVX LLC, PingTone
Communications, Inc., Fidelity Access Networks, LLC, Fidelity
Connect, LLC, Fidelity Access Networks, Inc., Fidelity Voice
Services, LLC, Fidelity Telecom, LLC, Praesidian Capital
Opportunity Fund III, LP, Praesidian Capital Opportunity Fund
III-A, LP, and United Insurance Company of America
|
10.61
|
|
Waiver and Amendement to Amended and Restated Credit Agreement,
dated November 7, 2016 by and among Fusion NBS Acquisition Corp.,
Fusion Telecommunications International, Inc., Network Billing
Systems, LLC, Fusion BVX LLC, PingTone Communications, Inc.,
Fidelity Access Networks, LLC, Fidelity Connect, LLC, Fidelity
Access Networks, Inc., Fidelity Voice Services, LLC, Fidelity
Telecom, LLC, Opus Bank
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
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|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Pursuant to Rule 406T of Regulation S-T, these interactive data
files are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities, as
amended, except as expressly set forth by specific reference in
such filing, are deemed not filed for purposes of Section 18 of the
Exchange Act and otherwise are not subject to liability under those
sections.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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November
14, 2016
|
By:
|
/s/
Michael R. Bauer
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Michael
R. Bauer
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Chief
Financial Officer
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND
SUBSIDIARIES
Index to Exhibit
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
Certification of the Chief Executive Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Financial Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
10.58
|
|
2016 Fusion Equity Incentive Plan
|
10.59
|
|
Certificate of Amendement to Certificate of
Incorporation
|
10.60
|
|
Waiver to Fourth Amended and Restated Securities Purchase Agreement
and Security Agreement, dated November 7, 2016 by and among Fusion
NBS Acquisition Corp., Fusion Telecommunications International,
Inc., Network Billing Systems, LLC, Fusion BVX LLC, PingTone
Communications, Inc., Fidelity Access Networks, LLC, Fidelity
Connect, LLC, Fidelity Access Networks, Inc., Fidelity Voice
Services, LLC, Fidelity Telecom, LLC, Praesidian Capital
Opportunity Fund III, LP, Praesidian Capital Opportunity Fund
III-A, LP, and United Insurance Company of America
|
10.61
|
|
Waiver and Amendement to Amended and Restated Credit Agreement,
dated November 7, 2016 by and among Fusion NBS Acquisition Corp.,
Fusion Telecommunications International, Inc., Network Billing
Systems, LLC, Fusion BVX LLC, PingTone Communications, Inc.,
Fidelity Access Networks, LLC, Fidelity Connect, LLC, Fidelity
Access Networks, Inc., Fidelity Voice Services, LLC, Fidelity
Telecom, LLC, Opus Bank
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Pursuant to Rule 406T of Regulation S-T, these interactive data
files are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities, as
amended, except as expressly set forth by specific reference in
such filing, are deemed not filed for purposes of Section 18 of the
Exchange Act and otherwise are not subject to liability under those
sections.