Speedemissions, Inc.
10-Q 1 a11813410q.htm FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the quarterly period ended September 30, 2013TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period fromto.Commission file number: 000-49688Speedemissions, Inc.(Exact name of registrant as specified in its charter)Florida(State or other jurisdiction ofincorporation or organization)33-0961488(I.R.S. EmployerIdentification No.)1015 Tyrone RoadSuite 220Tyrone, GA(Address of principal executive offices)30290(Zip Code)Issuer’s telephone number (770) 306-7667Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive 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 suchfiles). YesNoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reportingcompany” in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting companyIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). YesNoAs of November 8, 2013, there were 38,017,855 shares of common stock, par value 0.001, issued and outstanding.1
Speedemissions, Inc.TABLE OF CONTENTSCautionary Statement Relevant to Forward-Looking Information3PART I FINANCIAL INFORMATIONITEM 1.ITEM 2.ITEM 3.ITEM 4.Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskControls and Procedures4141717PART II OTHER INFORMATIONITEM 1.ITEM 1A.ITEM 2.ITEM 3.ITEM 4.ITEM 5.ITEM 6.Legal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine safety disclosuresOther InformationExhibits218181818181818
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATIONThis Quarterly Report on Form 10-Q of Speedemissions, Inc. (references in this Report to “Speedemissions,” “Company,”“we,” “us” and “our” mean Speedemissions, Inc. and our consolidated subsidiaries) contains forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.Forward-looking statements are statements that look to future events and consist of, among other things, statements about ouranticipated future income including the amount and mix of revenue among type of product, category of customer, geographicregion and distribution method and our anticipated future expenses and tax rates. Forward-looking statements include ourbusiness strategies and objectives and include statements about the expected benefits of our strategic alliances andacquisitions, our plans for the integration of acquired businesses, our continued investment in complementary businesses,products and technologies, our expectations regarding product acceptance, product and pricing competition, cash requirementsand the amounts and uses of cash and working capital that we expect to generate. The words “may,” “would,” “should,”“will,” “assume,” “believe,” “plan,” “expect,” “anticipate,” “could,” “estimate,” “predict,” “goals,” “continue,” “project,” andsimilar expressions or the negative of these terms or other comparable terminology are meant to identify such forward-lookingstatements.Forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, and otherfactors, including those described under Item 1A-Risk Factors of our Annual Report on Form 10-K for the year endedDecember 31, 2012, some of which are beyond the Company’s control and are difficult to predict. We urge investors toconsider all of these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form10-Q. The Company’s future results and shareholder values may differ materially from those expressed or forecast in theseforward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speakonly as of the date of this Report. Unless legally required, Speedemissions undertakes no obligation to update publicly anyforward-looking statements, whether as a result of new information, future events or otherwise, or to update the reasons whyactual results could differ from those expressed in, or implied or projected by, the forward-looking statements.3
PART I - FINANCIAL INFORMATIONITEM 1.Financial StatementsSpeedemissions, Inc. and SubsidiariesConsolidated Balance SheetsSeptember 30, December 31,20132012(unaudited)(audited)AssetsCurrent assets:CashNotes receivable – current portionCertificate and merchandise inventoryDeferred financing costsOther current assetsTotal current assetsNotes receivable, net of current portionProperty and equipment, netGoodwillOther assetsTotal assets Liabilities and Shareholders’ DeficitCurrent liabilities:Line of creditNote payableAccounts payableAccrued liabilitiesCurrent portion - capitalized lease obligationsCurrent portion - equipment financing obligationsCurrent portion – deferred rentTotal current liabilitiesCapitalized lease obligations, net of current portionEquipment financing obligations, net of current portionDeferred rentOther long term liabilitiesTotal liabilitiesCommitments and contingenciesSeries A convertible, redeemable preferred stock, .001 par value, 5,000,000 sharesauthorized, 5,133 shares issued and outstanding; liquidation preference: 5,133,000Shareholders’ deficit:Common stock, .001 par value, 250,000,000 shares authorized, 35,943,166 and34,688,166 shares issued and outstandingAdditional paid-in capitalAccumulated deficitTotal shareholders’ deficitTotal liabilities and shareholders’ deficitSee accompanying notes to consolidated financial statements.4 52,653 9,4562,447,015 1,619,866110,2982,643,068581,272 3,74915,918,329(20,186,992) (19,730,242)(4,207,370)(3,777,295) 2,447,015 2,643,068
Speedemissions, Inc. and SubsidiariesConsolidated Statements of Operations(unaudited)Three Months EndedSeptember 3020132012 1,807,072 2,047,458RevenueCosts of operations:Cost of emission certificatesStore operating expensesGeneral and administrative expensesGain on sale of non-strategic assetsOperating lossInterest income (expense)Interest incomeInterest expenseInterest expense, netNet loss371,3671,241,578251,781(4,940)(52,714) Basic and diluted net loss per common shareWeighted average common shares outstanding, basic and diluted 4)(74,488) 0.0035,078,329 0)(8,414)(88,974) 0.0034,688,166See accompanying notes to consolidated financial statements.5Nine Months EndedSeptember 3020132012 5,466,793 5,955,326 3,515(179,748)(176,233)(456,751) 880)(15,615)(281,723)(0.01) (0.01)34,819,65034,688,166
Speedemissions, Inc. and SubsidiariesConsolidated Statements of Cash Flows(unaudited)Nine Months EndedSeptember 30,20132012Cash flows from operating activities:Net lossAdjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortizationGain on sale of assetsStock issued for servicesShare-based compensationChanges in operating assets and liabilities:Certificate and merchandise inventoryOther current assetsOther assetsAccounts payable and accrued liabilitiesOther liabilitiesNet cash provided by (used in) operating activitiesCash flows from investing activities:Proceeds from notes receivableProceeds from sales of property and equipmentPurchases of property and equipmentNet cash provided by investing activitiesCash flows from financing activities:Net proceeds from warrant exerciseProceeds from line of creditPayments on line of creditPayments on equipment financing obligationsPayments on capitalized leasesNet cash (used in) provided by financing activitiesNet (decrease) increase in cashCash at beginning of periodCash at end of periodSupplemental Information:Cash paid during the period for interestSupplemental Disclosure of Non-Cash Activity:Note receivable from sale of assetsSee accompanying notes to consolidated financial statements.6 (456,751) ,884)139,585(1,468)4,59354,121129,095 52,653 133,688 79,892 17,644 60,000 -
Speedemissions, Inc.Notes to Consolidated Financial StatementsSeptember 30, 2013(Unaudited)Note 1. Going ConcernThe accompanying consolidated financial statements of Speedemissions, Inc. have been prepared on a going concernbasis which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Theseconsolidated financial statements do not include any adjustments relating to the recoverability and classification of assets orthe amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a goingconcern. If the Company is unable to continue as a going concern, our shareholders will likely lose all of their investment inthe Company.We have experienced recurring net losses which have caused an accumulated deficit of 20,186,992, at September30, 2013. We had a working capital deficit of 1,566,824, at September 30, 2013, compared to a working capital deficit of 1,301,115, at December 31, 2012.Our revenues for the quarter and nine-month period ended September 30, 2013, and the fiscal year endedDecember 31, 2012, were below our expectations and internal forecasts primarily as a result of fewer vehicle emissions testsand safety inspections being performed at our stores. Our revenues for these periods have been insufficient to attain profitableoperations and to provide adequate levels of cash flow from operations. Our near term liquidity and ability to continue as agoing concern is dependent on our ability to generate sufficient revenues from our store operations to provide sufficient cashflow from operations to pay our current level of operating expenses, to provide for inventory purchases and to reduce past dueamounts owed to vendors and service providers. No assurances may be given that the Company will be able to achievesufficient levels of revenues in the near term to provide adequate levels of cash flow from operations. As a result of theCompany’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue asa going concern.As previously reported, on June 8, 2012, the Company entered into a revolving line of credit agreement (the “CreditAgreement”) with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which TCA agreed to loan the Company up to amaximum of 2 million for working capital purposes. In June 2012, the Company obtained a loan from TCA in the amount of 350,000 to use for working capital purposes and, in October 2012, the Company entered into the First Amendment to CreditAgreement with TCA (the “Amended Credit Agreement”) pursuant to which the Company received an additional loan in theamount of 550,000 to use for the purchase of five emissions testing stores. On October 23, 2013, the Company entered intothe Second Amendment to Credit Agreement with TCA (the “Second Amended Credit Agreement”), pursuant to which TCAagreed to increase the revolving loan from 900,000 to 1.3 million and, in connection therewith, the Company received anadditional loan in the amount of 400,000 to finance an acquisition and provide working capital (see also Notes 9 and15). While our line of credit facility of 1.3 million is currently 76% of the maximum limit with an outstanding balance atNovember 8, 2013 of approximately 983,147, our line of credit matures on December 1, 2014 and we have no assurance itwill be extended beyond that date. Therefore, our near term liquidity is dependent on our working capital and primarily on therevenues generated from our store operations. If we are unable to achieve near term profitability and generate sufficient cashflow from operations, and we are unable to sufficiently reduce operating costs, we would need to raise additional capital orobtain additional borrowings beyond this existing line of credit. There is no assurance that such financing or capital would beavailable or, if available, that we would be able to complete financing or a capital raise on satisfactory terms. During the ninemonths ended September 30, 2013, our line of credit net borrowings decreased 162,328 to the outstanding balance of 581,272 at September 30, 2013 from 743,600 at December 31, 2012. At November 8, 2013, the outstanding balance on theloan facility was approximately 983,147, and our cash balances were approximately 59,997.During the past two years, we have made reductions in employee headcount, the number of stores, same storeoperating expenses, corporate overhead and other operating expenses. At September 30, 2013, our primary source of liquidityfor cash flows was cash received from our store operations. We are dependent on our revenues in the very near term to providesufficient cash flow from operations to pay our current level of operating expenses, to provide for inventory purchases and toreduce past due amounts owed to landlords, vendors and service providers. No assurances may be given that the cash receivedfrom our store operations will be sufficient to cover our ongoing operating expenses. If the cash received from our storeoperations is not sufficient, we would need to obtain additional credit facilities or raise additional capital to continue as a going
concern and to execute our business plan. There is no assurance that such financing or capital would be available or, ifavailable, that we would be able to complete financing or a capital raise on satisfactory terms.7
During the year ended December 31, 2012, as well as the nine months ended September 30, 2013, due to insufficientcash flow from operations and borrowing limitations under our line of credit facility, we have been extending payments owedto landlords and vendors beyond normal payment terms and deadlines. Until such vendors are paid within normal paymentterms, no assurances can be given that required services and materials needed to support operations will continue to beprovided. In addition, no assurances can be given that vendors will not pursue legal means to collect past due balances owed.Any interruption of services or materials would likely have an adverse impact on our operations and could impact our abilityto continue as a going concern.Note 2: Nature of OperationsDescription of BusinessSpeedemissions is one of the largest test-only emissions testing and safety inspection companies in the United States.We perform vehicle emissions testing and safety inspections in certain cities in which vehicle emissions testing is mandated bythe United States Environmental Protection Agency (“EPA”). As of September 30, 2013, we operated 38 vehicle emissionstesting and safety inspection stations under the trade names of Speedemissions and Auto Emissions Express (Atlanta, Georgiaand St. Louis, Missouri); Mr. Sticker (Houston, Texas); and Just Emissions (Salt Lake City, Utah). We also operate fourmobile testing units in the Atlanta, Georgia area which service automotive dealerships and local government agencies. Wemanage our operations based on these four regions, and we have one reportable segment.We use computerized emissions testing and safety inspections equipment that test vehicles for compliance withvehicle emissions and safety standards. We purchase or lease these computerized testing systems from state approvedequipment vendors. Our revenues are mainly generated from the testing or inspection fees charged to the registered owner ofthe vehicle. As a service to our customers, we also sell automotive parts and supplies such as windshield wipers, taillight bulbsand gas caps. In addition, we perform a limited amount of other services, including oil changes and headlight restorations, atselect locations. However, we do not provide major automotive repair services.On June 22, 2010, the Company announced the launch of its first iPhone application, Carbonga. Carbonga diagnosesan automobile’s computer system using the on board diagnostic port on vehicles that were produced since 1996. Carbonga cancheck over 2,000 vehicle fault codes. We launched version two of Carbonga on February 16, 2011. Version two improved thespeed and performance of the application and has additional features, including the ability to receive vehicle safety recalls andTechnical Service Bulletins, for an annual subscription fee.During the quarter ended September 30, 2012, we formed a new company, SpeedEmissions Car Care, LLC, throughwhich we will franchise our vehicle emissions and safety inspections store model. Franchises will be available to qualifiedstore operators who have an interest in either a single or multi-location opportunity in select cities where emissiontesting/safety inspections and other automotive services are required. We signed an agreement with an Atlanta-based franchiseconsulting company to assist with our plan to franchise our business model into a number of new U.S. markets. We believethat the franchising vehicle will continue our growth strategy and increase our retail store presence. After securing approval forall the necessary disclosure documents, we began marketing franchises in the fourth quarter of 2012.In June 2013, we announced an expansion in our business model pursuant to which we plan to move into a newmarket with the opening of up to 24 emission testing stores over the next two years, assuming we obtain the financing to dothis. We have engaged an investment banking firm to assist us raise up to 3,000,000 in new capital to serve as a source offinancing for our planned expansion. There is no assurance that we will be successful in raising this capital for our plannedbusiness expansion. However, if we are successful in raising the necessary capital, we anticipate that the expansion wouldconsist of three phases beginning with the first eight to 10 stores opening in early 2014 and continuing through 2015. Webelieve these stores would provide an easy, convenient way for shoppers to have their vehicle emission tests performed whilepatronizing all the retailers in the center. In addition, the new emission testing stores would sell a select amount of relatedautomotive merchandise.Basis of PresentationThe accompanying unaudited consolidated financial statements of the Company are presented in accordance withaccounting principles generally accepted in the United States of America (“GAAP”) as codified in the Financial AccountingStandards Board (“FASB”) Accounting Standards Codification. In the opinion of management, the accompanying unauditedconsolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fairpresentation of its financial position and results of operations. Interim results of operations are not necessarily indicative of the
results that may be achieved for the full year. The consolidated financial statements and related notes do not include allinformation and footnotes required by GAAP for annual reports. This quarterly report should be read in conjunction with theconsolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31,2012.8
ConsolidationThe accompanying consolidated financial statements include the accounts of Speedemissions and its non-operatingsubsidiaries, which are 100% owned by the Company. All significant intercompany accounts and transactions have beeneliminated in consolidation.Note 3: Significant Accounting Policies and EstimatesUse of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting periods. Significant estimates included in these consolidated financial statementsrelate to useful lives of property and equipment, the valuation allowance provided against deferred tax assets and the valuationof long-lived assets and goodwill. Actual results could differ from those estimates. For a description of Speedemissions’critical accounting policies, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.Fair Value MeasurementsThe Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. Thishierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The threelevels of inputs used to measure fair value are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. The Company has no Level 1 assetsor liabilities. Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for marketsthat are not active; or other inputs that are observable or can be corroborated by observable market data. TheCompany has no Level 2 assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to thefair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologiesand similar techniques that use significant unobservable inputs. The Company has no Level 3 assets orliabilities.Fair Value of Financial InstrumentsThe carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate their fairvalue because of the short-term nature of these accounts. Fair value of the equipment financing agreements, capital leaseobligations, notes receivable and note payable approximate carrying value based upon current borrowing rates.Note 4: InventoryInventory at September 30, 2013, consisted of certificate and merchandise inventory and was 25,268, and 3,889,respectively. Inventory at December 31, 2012, consisted of certificate and merchandise inventory and was 38,062, and 18,469, respectively.Note 5: Notes ReceivableOn September 14, 2010, the Company settled a lawsuit originally filed in 2006 against a former manager. TheCompany alleged the manager, while employed by the Company, breached his fiduciary duty by purchasing property in Texaswhere one of the Company’s testing facilities he managed was located.Under the provisions of the settlement agreement, the Company will receive the sum of 125,000 payable in monthlyinstallments of 1,000 per month for seventy-two months. The balance of 53,000 will be due and payable to the Company onJune 1, 2016. The note receivable is collateralized by a second lien on property owned by the former manager. The notereceivable and gain from the settlement was computed and recorded at its present value of 106,881 using an interest rate
equal to prime rate plus 0.5%, which was 3.75% per annum, which approximates rates offered in the market for notesreceivable with similar terms and conditions. The Company recognized a gain from the legal settlement in the amount of 106,881 during 2010. The present value of this note receivable was 76,199 and 82,934 at September 30, 2013 andDecember 31, 2012, respectively.9
On April 11, 2013, the Company sold the assets comprising three of its Texas stores for 110,000. The Companyreceived 50,000 cash at closing and a note receivable for 60,000. The principal amount of the note is payable in equalmonthly payments over a 12-month period plus interest at 5.0% per annum. The present value of this note receivable was 35,000 at September 30, 2013.Note 6: Property and EquipmentProperty and equipment at September 30, 2013, and December 31, 2012, consisted of the following:September 30, 2013 December 31, 2012 485,667 485,667BuildingsEmission testing and safety inspectionequipmentFurniture, fixtures and office equipmentVehiclesLeasehold improvementsLess: accumulated depreciation and amortization ,895 ,264Note 7: Accrued LiabilitiesAccrued liabilities at September 30, 2013, and December 31, 2012, consisted of the following:September 30, December 31,20132012 106,289 84,38865,89769,074141,48162,15954,52291,187 368,189 306,808Professional feesPayrollProperty taxesOtherNote 8: Equipment Financing AgreementsThe balance outstanding under equipment financing agreements as of September 30, 2013, and December 31, 2012,was 4,973 and 7,250, respectively.Note 9: Notes PayableBridge Note AgreementOn November 11, 2010, the Company entered into a 55,000 bridge note agreement (the “Note”) with an affiliate,GCA Strategic Investment Fund, Limited (“GCA”). The funds received from the Note were used for general working capitalpurposes. The Note bore 0% interest and was due in full on November 11, 2012. The Note is subject to mandatory prepaymentupon a change of control, as defined in the Note. In consideration for the receipt of the Note, the Company issued GCA4,000,000 warrants to purchase the Company’s common stock at 0.50 per share. On April 15, 2011, the Board of Directorsof the Company and GCA agreed to amend GCA’s 4,000,000 warrants whereby the exercise price of the warrants would bereduced to 0.016 from 0.50. The closing price of the Company’s common stock was 0.013 on April 14, 2011. Thewarrants were exercised on April 18, 2011 at the reduced exercise price of 0.016 per share. The Note was extended onNovember 6, 2012, establishing a new maturity date of November 6, 2013, and a maturity value of 60,000. The 5,000increase in maturity value of the Note was a financial requirement to accomplish the Note’s renewal.10
Line of CreditOn June 8, 2012, the Company entered into the Credit Agreement with TCA, pursuant to which TCA agreed to loanthe Company up to a maximum of 2 million for working capital purposes. On June 8, 2012, the Company obtained a loan inthe amount of 350,000 to use for working capital purposes. Loan origination costs paid in conjunction with this 350,000loan were 49,000 and were amortized over the six-month term of the loan during the year ended December 31, 2012.On October 9, 2012, the Company entered into the Amended Credit Agreement with TCA pursuant to which theCompany received an additional loan in the amount of 550,000 to use for the purchase of five emissions testing stores. Loanorigination costs paid in conjunction with this 550,000 loan were 119,500 and were amortized over the six-month term ofthe loan. During the quarter ended March 31, 2013, a total of 59,914 of the second note’s loan origination costs wereexpensed leaving the remaining costs, or 39,942, which were expensed during the quarter ended June 30, 2013.On October 23, 2013, the Company entered into the Second Amendment to Credit Agreement with TCA, pursuant towhich TCA agreed to increase the revolving loan to 1.3 million and, in connection therewith, the Company received anadditional loan in the amount of 400,000 to finance an acquisition and provide working capital (see also Note 15). Theaggregate amount borrowed by the Company pursuant to the Second Amended Credit Agreement is evidenced by a revolvingnote in the principal amount of 1.3 million, which amended, restated and replaced the June 2012 and October 2012 notes (the“Replacement Revolving Note”). Upon the closing of the additional loan pursuant to the Second Amended Credit Agreement,the Company paid TCA an advisory fee of 100,000 which was paid through the issuance of 2,074,689 shares of theCompany’s common stock. In the event TCA does not receive at least 100,000 in net proceeds from the sale of thoseadvisory shares, the Company is obligated to issue TCA additional shares of its common stock in an amount sufficient, thatwhen sold, provides net proceeds to TCA equal to the 100,000 advisory fee. The 1.3 million loan’s maturity date isDecember 1, 2014, and the loan automatically renews every six months thereafter unless the Company is advised by TCA,prior to the renewal date, of its intent not to renew. The annual interest rate on the Replacement Revolving Note is 10% perannum. The line of credit is collateralized by the Company’s inventory, accounts receivable, equipment, general intangiblesand fixtures. If the Company pre
Sep 30, 2013 · As previously reported, on June 8, 2012, the Company entered into a revolving line of credit agreement (the “Credit Agreement”) with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which TCA agreed to loan the Company up to a maximum of 2 million for working capital purposes.
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