CUEN.OQBCuentas INC

10-Q: Cuentas, Inc. Reports Reduced Net Loss Amid Strategic Asset Sales and Debt Settlements, Faces Significant Going Concern Doubts

Sentiment:

Quarterly Report


Cuentas, Inc. reported a reduced net loss for the nine months ended September 30, 2024, driven by lower operating expenses and strategic asset sales, despite a substantial decline in revenue and ongoing concerns about its ability to continue as a going concern.

Capital raiseManagement anticipates the business will require substantial additional investments that have not yet been secured.Management is continuing in the process of fund raising in the private equity and capital markets.The company plans to secure additional financing sources, including but not limited to the sale of common stock in future financings.
Worse than expectedThe company continues to operate at a significant net loss ($2.916 million for nine months ended Sep 30, 2024).Cash and cash equivalents are critically low at $15,000 as of September 30, 2024.The company has a substantial negative working capital of $2.7 million and an accumulated deficit of $57.862 million.Management explicitly states "These conditions raise substantial doubt about the Company's ability to continue as a going concern."Revenue for the three months ended September 30, 2024, drastically declined to $4,000 from $895,000 in the prior year, indicating a severe drop in core business activity.The company defaulted on multiple promissory notes and financing agreements during the period.Disclosure controls and procedures were deemed "not effective."

Summary

  • Net loss for the nine months ended September 30, 2024, was $2.916 million, a significant improvement from $4.294 million in the same period of 2023.
  • Total revenues for the nine months ended September 30, 2024, decreased to $676,000 from $1.0 million in 2023, primarily due to a decline in wholesale telecommunication services.
  • Operating expenses decreased substantially to $1.561 million for the nine months ended September 30, 2024, from $3.512 million in 2023, mainly due to reductions in officer compensation, professional services, and marketing.
  • The company reported a gross loss of $84,000 for the nine months ended September 30, 2024, an improvement from a $247,000 gross loss in the prior year.
  • As of September 30, 2024, cash and cash equivalents stood at $15,000, down from $205,000 at December 31, 2023.
  • Total current assets were $1.197 million, while total current liabilities were $3.897 million, resulting in a negative working capital of $2.7 million.
  • The accumulated deficit increased to $57.862 million as of September 30, 2024, from $54.946 million at December 31, 2023.
  • The company settled various debts, including $112,500 with 1800 Diagonal Lending LLC, $465,856.68 with Crosshair Media Placement, LLC, and $28,000 with a former employee.
  • A significant impairment loss of $1.216 million was recorded on the investment in Brooksville Development Partners, LLC, which was subsequently sold for $800,000.
  • A joint venture, World Mobile LLC, was formed with World Mobile Group Ltd., with Cuentas holding a 51% interest and contributing its MVNO business.

Sentiment

Score: 2

Explanation: The company faces severe liquidity issues and going concern doubts, with critically low cash and a large accumulated deficit. While net loss decreased and some debts were settled, revenue drastically declined in the most recent quarter, and internal controls are ineffective. The future is highly dependent on successful capital raises, which are uncertain.

Positives

  • Net loss significantly reduced to $2.916 million for the nine months ended September 30, 2024, from $4.294 million in the prior year.
  • Operating expenses decreased by 56% to $1.542 million for the nine months ended September 30, 2024, from $3.499 million in the prior year, reflecting cost management efforts.
  • Gross loss improved to $84,000 for the nine months ended September 30, 2024, from $247,000 in the prior year.
  • Successful settlement of multiple outstanding legal and debt obligations, including a $475,000 waiver from InComm and a $1.14 million debt settled for $666,300 through the Brooksville property sale.
  • Formation of a joint venture, World Mobile LLC, with World Mobile Group Ltd., which includes a $300,000 capital contribution from World Mobile.
  • Cash used in operating activities significantly decreased to $592,000 for the nine months ended September 30, 2024, from $3.201 million in the prior year.
  • Net cash provided by investing activities was $81,000 for the nine months ended September 30, 2024, compared to net cash used of $2.238 million in the prior year.

Negatives

  • Substantial doubt exists about the company's ability to continue as a going concern due to critically low cash ($15,000), negative working capital ($2.7 million), and a significant accumulated deficit ($57.862 million) as of September 30, 2024.
  • Total revenues decreased by 32.4% to $676,000 for the nine months ended September 30, 2024, from $1.0 million in the prior year.
  • Revenue for the three months ended September 30, 2024, drastically fell to $4,000 from $895,000 in the same period of 2023.
  • Defaulted on promissory notes with 1800 Diagonal Lending LLC in September 2024, leading to a $120,000 loss.
  • Incurred a $1.216 million impairment loss on the investment in Brooksville Development Partners, LLC.
  • Recorded a $68,000 credit loss expense related to the sale of Cuentas SDI interest to OLB Group, Inc.
  • Disclosure controls and procedures were deemed 'not effective' as of September 30, 2024.
  • The Cuentas Prepaid Mastercard program was sunsetted in August 2024.
  • Defaulted on the Purchase and Sale of Future Receipts Agreement with EAdvance Services LLC, with a balance of $155,000 as of September 30, 2024.

Risks

  • **Going Concern Risk**: Substantial doubt exists about the company's ability to continue as a going concern, dependent on raising capital and generating revenue.
  • **Liquidity Risk**: Limited financial resources with only $15,000 in cash and cash equivalents and a $2.7 million negative working capital as of September 30, 2024.
  • **Capital Raising Uncertainty**: No assurance that the company will be successful in raising additional capital to fund future operations and business development.
  • **Operational Risks**: Fluctuations in sales and operating results, regulatory, competitive, and contractual risks, and development risks.
  • **Litigation Risk**: Ongoing legal proceedings, such as the Secure IP Telecom, Inc. case, where an adverse judgment is reasonably possible and $300,000 has been accrued.
  • **Internal Control Deficiencies**: Disclosure controls and procedures are not effective, raising concerns about the reliability of financial reporting and timely disclosure.
  • **Dependence on Third Parties**: Reliance on partners like InComm for digital content distribution, despite the termination of the prepaid card program.
  • **Real Estate Investment Volatility**: Experience with Brooksville property sale and Lakewood impairment highlights risks in real estate investments.
  • **Default Risk**: History of defaulting on promissory notes and financing arrangements, leading to penalties and settlements.

Future Outlook

Management anticipates that the business will require substantial additional investments that have not yet been secured and is actively engaged in fundraising in private equity and capital markets. The company plans to further develop its digital products, enhance its offerings, and increase sales and marketing, while also evaluating the synergy between CuentasMAX and World Mobile's platform for potential integration.

Management Comments

  • "Management anticipates their business will require substantial additional investments that have not yet been secured."
  • "Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities."
  • "Management has been evaluating other alternatives including replacing issuing bank and other enhanced FinTech enabled solutions."
  • "We believe that providing affordable apartments to the Hispanic Latino and other immigrant communities in Florida will enable us to introduce them our fintech solutions and generate revenue."

Industry Context

Cuentas operates in the competitive FinTech and telecommunications sectors, targeting unbanked and underbanked communities, particularly the Hispanic/Latino market in the U.S. The company's shift away from the prepaid debit card vertical, while maintaining digital content distribution, reflects an adaptation to market dynamics and a focus on higher-margin products. The joint venture with World Mobile Group aligns with broader industry trends of expanding network coverage and integrating financial services into mobile ecosystems, particularly in underserved markets. The company's foray into affordable real estate, Cuentas Casa, is a unique strategy to broaden its reach within its target demographic by addressing housing needs, aiming to cross-sell FinTech solutions.

Comparison to Industry Standards

  • NA

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial OfficerMr. ZakaiMr. Michael De Prado (Interim)2025-07-01Mr. Zakai resigned on June 30, 2025.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control EffectivenessDisclosure controls and procedures were evaluated as not effective to ensure timely and accurate reporting of material information.2024-09-30Raises significant concerns about the reliability of financial reporting and compliance with SEC rules, potentially impacting investor confidence.

Legal Proceedings

  • **Secure IP Telecom, Inc. vs. Limecom, Heritage, and Cuentas**: Ongoing arbitration/complaint alleging avoidable transfers from Limecom to Cuentas. Cuentas denies liability and has a cross-claim against Heritage for indemnification. Accrued $300,000 as of September 30, 2024. Loss contingency not estimable, adverse judgment reasonably possible.
  • **Crosshair Media Placement, LLC**: Settled for $465,856.68 (inclusive of interest and legal fees) on May 27, 2025, resolving a breach of contract claim. The CEO provided a joint personal guaranty.
  • **Alexandra Calicchio (Former Employee)**: Settled for $28,000 (inclusive of interest and legal fees) on May 22, 2025, resolving a breach of employment agreement claim.

Related Party Transactions

  • Sales to SDI Cuentas LLC (formerly related party): $81,000 for the nine months ended September 30, 2024, down from $83,000 in 2023.
  • Cost of sales from Next Communications INC (controlled by CEO Arik Maimon): $565,000 for the nine months ended September 30, 2024, down from $854,000 in 2023.
  • Accounts Receivables related parties: $281,000 as of September 30, 2024, down from $1,300,000 at December 31, 2023.
  • Amounts due from Arik Maimon (Chairman/CEO): $13,000 as of September 30, 2024, down from $73,000 at December 31, 2023.
  • Amounts due from Michael De Prado (Vice Chairman/President): $10,000 as of September 30, 2024, down from $99,000 at December 31, 2023.

Stakeholder Impact

  • **Shareholders**: Face substantial dilution risk from potential future capital raises, significant accumulated deficit, and ongoing going concern doubts. Share price is likely to be negatively impacted by the financial distress and ineffective internal controls.
  • **Employees**: The company's liquidity issues and cost-cutting measures (e.g., reduced officer compensation, maintenance services) suggest potential instability and impact on job security or compensation.
  • **Customers**: The sunsetting of the Cuentas Prepaid Mastercard program and disruptions to fintech solutions (e.g., CIMA platform shutdown) indicate potential service interruptions or changes for customers. The focus on digital content and the new JV with World Mobile may offer new services.
  • **Suppliers/Creditors**: The company's history of defaulting on promissory notes and settling debts at a discount (e.g., 1800 Diagonal Lending, InComm, Crosshair Media, EAdvance Services) indicates high credit risk. Future dealings may involve stricter terms or reduced willingness to extend credit.
  • **Regulatory Authorities**: The 'not effective' disclosure controls and procedures raise red flags for regulatory bodies like the SEC, potentially leading to increased scrutiny or enforcement actions.

Next Steps

  • Raise additional capital from financing transactions and revenue from operations.
  • Further develop digital products and enhance offerings.
  • Increase sales and marketing efforts.
  • Complete the development of a new portal and financial technology capabilities.
  • Evaluate synergy between CuentasMAX and World Mobile's platform for potential integration and further development.
  • Continue to manage ongoing legal proceedings.
  • Address deficiencies in disclosure controls and procedures.

Key Dates

DateDescription
2005-09-21Cuentas, Inc. incorporated under the laws of the State of Florida.
2009-09-26Company and Next Communications INC entered into Bilateral Wholesale Carrier Agreement.
2021-03-05Purchase date of domain name for which amortization expense is recorded.
2022-12-01Approximate start date of unpaid Monthly Minimum Fees owed to InComm.
2023-02-03Entered into Membership Interest Purchase Agreement with Core Development Holdings Corporation for Lakewood Manager interest.
2023-02-27Terms satisfied for the Core Development Holdings Corporation MIPA.
2023-03-09Closing date for the Core Development Holdings Corporation MIPA.
2023-04-01First quarter of 2023, company invested in Real Estate market.
2023-04-28Brooksville Property originally purchased by Brooksville Development Partners, LLC.
2023-05-01May 2023, OLB Group terminated Software Licensing and Transaction Sharing Agreement.
2023-07-01July 2023, Company and Cuentas-SDI settled payment issues and re-opened digital distribution network.
2023-07-17Company and ASAL Communication, S.A. DE C.V entered into an Interconnection Agreement.
2023-09-01September 2023, OLB acquired 80.01% of Cuentas-SDI.
2023-09-28ALF Trust u/a/d September 28, 2023, Loan Extension Agreement executed.
2023-12-31Fiscal year end for which Annual Report on Form 10-K was filed on April 15, 2024.
2024-01-27$3.050 million mortgage with Republic Bank of Chicago amended and restated for $3.055 million.
2024-02-07Entered agreement with 1800 Diagonal Lending LLC for February Promissory Note.
2024-03-13Brooksville Development Partners, LLC approved signing of Letter of Intent to sell Brooksville Property.
2024-03-15First monthly payment due for February Promissory Note.
2024-04-03Entered provisional agreement to sell Brooksville Property for $7.2 million.
2024-04-12Entered Purchase and Sale of Future Receipts Agreement with EAdvance Services LLC.
2024-04-15Filing date of the 2023 Form 10-K.
2024-04-22Entered second agreement with 1800 Diagonal Lending LLC for April Promissory Note.
2024-05-20Entered Membership Interest Purchase Agreement with OLB Group, Inc. to sell Cuentas SDI interest.
2024-08-08Entered Termination Agreement to Processing Services Agreement with InComm.
2024-08-12Mutually agreed to sunset the Cuentas Prepaid Mastercard program with InComm.
2024-09-03Signed Non Binding Letter of Intent with World Mobile Group Ltd.
2024-09-07Brooksville Property sale contract terminated by the Buyer.
2024-09-19Company advised by Brooksville that the contract for the sale of the Brooksville Property was terminated.
2024-09-30End of the quarterly period covered by this report.
2024-10-01Monthly payments commence for April Promissory Note.
2024-11-15Maturity date of the February Promissory Note.
2024-12-15Effective date for ASU 2023-07 (Segment Reporting) for years beginning after this date.
2024-12-15Effective date for ASU 2023-09 (Income Tax Disclosures) for years beginning after this date.
2025-02-28Maturity date of the April Promissory Note.
2025-04-21Entered Contribution Agreement to form World Mobile LLC joint venture.
2025-04-23Executed letter agreement confirming assignment of PLUM contract to JV Company.
2025-05-13Cuentas President and CEO provided Joint Personal Guaranty to Crosshair Media Placement, LLC.
2025-05-14Entered Settlement Agreement and Mutual Release with 1800 Diagonal Lending, LLC.
2025-05-15Executed letter agreement granting management of Cuentas Mobile brands on JV Company platform.
2025-05-16Received Notice of Termination of Contract from Sutton Bank.
2025-05-22Signed Membership Interest Purchase Agreement (MIPA) for sale of Brooksville interests.
2025-05-22Entered settlement agreement with Alexandra Calicchio.
2025-05-23Signed settlement agreement with OLB Group, Inc. for Cuentas SDI outstanding balance.
2025-05-27MIPA closing for Brooksville, $800,000 received and used to settle debts.
2025-05-28Settlement payment to Alexandra Calicchio completed.
2025-06-01Management initiated negotiations of a settlement agreement with Core Development Holdings Corporation.
2025-06-30Mr. Zakai resigned as CFO.
2025-07-01Mr. Michael De Prado appointed Interim CFO.
2025-07-02Date of this Quarterly Report on Form 10-Q filing.
2025-09-06Reserve of shares held at transfer agent retired after 1800 Diagonal Lending settlement.

Recommendation

strong sell

Keywords

FinTech, Mobile Financial Services, Digital Content, Prepaid Debit Cards, Telecommunications, Unbanked, Underbanked, SEC Filing, 10-Q, Quarterly Report, Going Concern, Liquidity, Debt Settlement, Joint Venture, Real Estate Investment, Corporate Governance, Risk Management, Financial Reporting

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