Nevada
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98-0190072
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12500 San Pedro, Ste. 120, San Antonio, TX
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78216
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [_]
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Accelerated filer [_]
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Non-accelerated filer [_] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Emerging Growth Company [_]
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Class
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Outstanding as of November 10, 2017
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Common stock, $0.001 par value
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13,615,343
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Page
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Item 6
.
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September 30, 2017
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December 31, 2016
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||||
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(Unaudited)
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Assets
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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2,199,849
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$
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4,120,738
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Accounts receivable, net
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805,350
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907,750
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Settlement processing assets
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31,521,290
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43,851,311
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Prepaid expenses and other
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226,812
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142,029
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Notes receivable
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200,000
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200,000
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Current assets before restricted cash
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34,953,301
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49,221,828
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Restricted cash
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14,908,900
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15,803,641
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Total current assets
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49,862,201
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65,025,469
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||||
Property and equipment, net
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2,274,201
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2,494,510
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||||
Other assets:
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||||
Intangibles, net
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4,967,212
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172,899
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Deferred tax asset
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1,621,000
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1,621,000
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Other assets
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136,368
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200,808
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Total other assets
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6,724,580
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1,994,707
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Total assets
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$
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58,860,982
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$
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69,514,686
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Liabilities and stockholders’ equity
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Current liabilities:
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Accounts payable
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$
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185,770
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$
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145,044
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Accrued expenses
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882,696
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703,322
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Settlement processing obligations
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31,521,290
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43,851,311
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Current liabilities before restricted cash
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32,589,756
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44,699,677
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Restricted cash
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14,908,900
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15,803,641
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Total current liabilities
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47,498,656
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60,503,318
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Stockholders’ equity:
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Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at September 30, 2017 (unaudited) and December 31, 2016, respectively
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—
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—
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Common stock, $0.001 par value, 200,000,000 shares authorized; 14,286,084 and 12,392,288 issued, and 13,615,343 and 11,795,939 outstanding at September 30, 2017 (unaudited) and December 31, 2016, respectively
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183,711
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181,818
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Additional paid-in capital
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68,147,195
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63,881,365
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Treasury stock, at cost; 670,741 and 596,349 shares at September 30, 2017 (unaudited) and December 31, 2016, respectively
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(827,531
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)
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(718,149
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)
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Deferred compensation
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(4,178,463
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)
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(4,082,025
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)
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Accumulated deficit
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(51,962,586
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)
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(50,251,641
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)
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Total stockholders’ equity
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11,362,326
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9,011,368
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Total liabilities and stockholders’ equity
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$
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58,860,982
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$
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69,514,686
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Three Months Ended September 30,
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Three Months Ended September 30,
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||||||||||||
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2017
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2016
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2017
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2016
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Revenues
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$
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3,588,853
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$
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3,067,335
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$
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8,950,038
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$
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9,186,027
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Operating expenses:
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Cost of services
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2,764,236
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2,101,850
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6,486,587
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6,291,072
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Selling, general and administrative:
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Stock-based compensation
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230,206
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264,154
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655,885
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835,590
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Cancellation of stock-based compensation
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—
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(44,875
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)
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—
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(44,875
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)
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Other expenses
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1,172,021
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1,095,344
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2,800,033
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2,505,233
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Depreciation and amortization
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314,789
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225,759
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770,607
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675,536
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Total operating expenses
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4,481,252
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3,642,232
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10,713,112
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10,262,556
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Operating (loss)
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(892,399
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)
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(574,897
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)
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(1,763,074
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)
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(1,076,529
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)
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Other income and (expense):
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Interest income
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16,381
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25,754
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88,927
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72,739
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Other income (expense)
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993
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(480
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)
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(121
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97,199
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Other income and (expense), net
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17,374
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25,274
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88,806
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169,938
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Income (loss) before income taxes
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(875,025
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)
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(549,623
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)
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(1,674,268
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)
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(906,591
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)
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Income taxes
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15,000
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16,334
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36,677
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46,668
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Net (loss)
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$
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(890,025
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)
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$
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(565,957
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)
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$
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(1,710,945
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)
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$
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(953,259
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)
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||||||||
Basic earnings (loss) per common share:
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$
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(0.10
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)
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$
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(0.07
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)
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$
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(0.20
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)
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$
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(0.12
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)
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Diluted earnings (loss)per common share:
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$
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(0.10
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)
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$
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(0.07
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)
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$
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(0.20
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)
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$
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(0.12
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)
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Weighted average common shares outstanding
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||||||||
Basic
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8,954,831
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7,819,608
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8,637,169
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7,759,205
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Diluted
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8,954,831
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7,819,608
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8,637,169
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7,759,205
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Nine Months Ended September 30,
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|||||||
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2017
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2016
|
|||||
Operating activities:
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|||||
Net (loss)
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$
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(1,710,945
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)
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$
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(953,259
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)
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Adjustments to reconcile net (loss) to net cash provided by operating activities:
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|||||
Depreciation
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564,920
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553,182
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Amortization
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205,687
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122,354
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Bad debt expense
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71,667
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—
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Non-cash stock based compensation
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655,885
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835,590
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|
|||
Cancellation of non-cash stock based compensation
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—
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(44,875
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)
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Issuance of stock to consultant
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15,400
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34,300
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|
|||
Changes in current assets and current liabilities:
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|
|
|
|||||
Accounts receivable
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30,733
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|
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134,178
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|
|||
Prepaid expenses and other
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(84,783
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)
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(29,826
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)
|
|||
Other assets
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64,440
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|
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3,103
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|
|||
Accounts payable and accrued expenses
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220,100
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(69,166
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)
|
|||
Deferred revenue
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—
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|
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—
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|
|||
Net cash provided by operating activities
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33,104
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585,581
|
|
|||
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|
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Investing activities:
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|
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Purchases of property and equipment
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(344,611
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)
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(151,597
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)
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|||
Purchase of Singular Payments, LLC
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(900,000
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)
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—
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|||
Notes receivable
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(600,000
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)
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(200,000
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)
|
|||
Net cash (used) by investing activities
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(1,844,611
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)
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(351,597
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)
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|
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Financing activities:
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|
|||||
Purchases of treasury stock
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(109,382
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)
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|
—
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|
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Net cash (used) by financing activities
|
(109,382
|
)
|
|
—
|
|
|||
|
|
|
|
|||||
Change in cash and cash equivalents
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(1,920,889
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)
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|
233,984
|
|
|||
Cash and cash equivalents, beginning of period
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4,120,738
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|
|
4,059,606
|
|
|||
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|
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|
|||||
Cash and cash equivalents, end of period
|
$
|
2,199,849
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|
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$
|
4,293,590
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|
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|
|||||
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|
|||||
Supplemental disclosure of cash flow information:
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|
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Cash paid during the period for:
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|
|||||
Interest
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—
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|
—
|
|
—
|
|
||
Income taxes
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$
|
21,677
|
|
|
—
|
|
||
Non-cash transactions:
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|
|
|
|||||
Non-cash purchase of Singular Payments, LLC
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$
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3,500,000
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|
3,500,000
|
|
—
|
|
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Issuance of deferred compensation to Vaden Landers
|
$
|
630,000
|
|
630,000
|
|
—
|
|
Customer list
|
$
|
5,000,000
|
|
Total
|
$
|
5,000,000
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
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|
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|
||||
Accrued commissions
|
$
|
195,099
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$
|
221,837
|
|
Reserve for merchant losses
|
172,832
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|
|
172,832
|
|
||
Other accrued expenses
|
358,728
|
|
|
192,769
|
|
||
Accrued taxes
|
34,057
|
|
|
38,469
|
|
||
Accrued salaries
|
121,980
|
|
|
77,415
|
|
||
Total accrued expenses
|
$
|
882,696
|
|
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$
|
703,322
|
|
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Three Months Ended September 30,
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Nine Months Ended September 30,
|
||||||||||||
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2017
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2016
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2017
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2016
|
||||||||
Numerator:
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|
|
|
|
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||||||||
Numerator for basic and diluted earnings per share, net income (loss) available to common shareholders
|
|
(890,025
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)
|
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(565,957
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)
|
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(1,710,945
|
)
|
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(953,259
|
)
|
||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share, weighted average shares outstanding
|
|
8,954,831
|
|
|
7,819,608
|
|
|
8,637,169
|
|
|
7,759,205
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted earnings per share, adjust weighted average shares and assumed conversion
|
|
8,954,831
|
|
|
7,819,608
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|
|
8,637,169
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|
|
7,759,205
|
|
||||
Basic earnings (loss) per common share
|
|
$
|
(0.10
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.12
|
)
|
Diluted earnings (loss) per common share and common share equivalent
|
|
$
|
(0.10
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.12
|
)
|
|
Nine Months Ended September 30,
|
||||
|
2017
|
|
2016
|
||
Anti-dilutive awards and options
|
3,433,543
|
|
|
4,377,182
|
|
Period
|
|
(a)
Total number of shares (or units) purchased
|
|
(b)
Average price paid per share (or unit)
|
|
(c)
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
(d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||||||||||
March 1 - 31, 2017
|
|
|
23,262
|
|
|
|
$
|
1.33
|
|
|
|
|
269,979
|
|
|
|
$
|
537,281
|
|
|
April 1 - 30, 2017
|
|
|
4,000
|
|
|
|
$
|
1.54
|
|
|
|
|
273,979
|
|
|
|
$
|
531,107
|
|
|
May 1 - 31, 2017
|
|
|
29,751
|
|
|
|
$
|
1.72
|
|
|
|
|
303,730
|
|
|
|
$
|
479,842
|
|
|
June 1 - 30, 2017
|
|
|
17,019
|
|
|
|
$
|
1.22
|
|
|
|
|
320,749
|
|
|
|
$
|
459,000
|
|
|
September 1 - 30, 2017
|
|
|
360
|
|
|
|
$
|
1.23
|
|
|
|
|
321,109
|
|
|
|
$
|
458,557
|
|
|
Total
|
|
|
74,392
|
|
|
|
|
|
|
|
|
|
|
|
$
|
458,557
|
|
|
Exhibit
|
|
Description
|
Number
|
|
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation
(included as exhibit 3.1 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Amended and Restated By-laws
(included as exhibit 3.2 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Articles of Amendment to the Amended and Restated By-laws
(included as exhibit A to the Schedule 14C filed April 18, 2007, and incorporated herein by reference).
|
|
|
|
10.1
|
|
Lease Agreement by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated August 22, 2003
(included as exhibit 10.3 to the Form 10-Q filed November 14, 2003, and incorporated herein by reference).
|
|
|
|
10.2
|
|
Employment Agreement by and between the Company and Michael R. Long, dated February 27, 2007
(included as exhibit 10.1 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
|
|
|
|
10.3
|
|
Employment Agreement by and between the Company and Louis A. Hoch, dated February 27, 2007
(included as exhibit 10.2 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
|
|
|
|
10.4
|
|
Affiliate Office Agreement by and between the Company and Network 1 Financial, Inc
(included as exhibit 10.11 to the Form SB-2 filed April 28, 2004, and incorporated herein by reference).
|
|
|
|
10.5
|
|
First Amendment to Employment Agreement by and between the Company and Michael R. Long, dated November 12, 2009
(included as exhibit 10.15 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
|
|
|
|
10.6
|
|
First Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated November 12, 2009
(included as exhibit 10.16 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
|
|
|
|
10.7
|
|
Second Amendment to Employment Agreement by and between the Company and Michael R. Long, dated April 12, 2010
(included as exhibit 10.16 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
|
|
|
|
10.8
|
|
Second Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated April 12, 2010
(included as exhibit 10.17 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
|
|
|
|
10.9
|
|
Bank Sponsorship Agreement by and between the Company and University National Bank, dated August 29, 2011
(included as exhibit 10.18 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
|
|
|
|
10.10
|
|
Third Amendment to Employment Agreement by and between the Company and Michael R. Long, dated January 14, 2011
(included as exhibit 10.19 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
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|
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10.11
|
|
Third Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated January 14, 2011
(included as exhibit 10.20 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
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10.12
|
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Fourth Amendment to Employment Agreement by and between the Company and Michael R. Long, dated July 2, 2012
(included as exhibit 10.18 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
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10.13
|
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Fourth Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated July 2, 2012
(included as exhibit 10.19 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
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10.14
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First Amendment to Lease Agreement dated August 22, 2003 by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated February 6, 2006
(included as exhibit 10.17 to the Form 10-K filed April 1, 2013, and incorporated herein by reference).
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10.15
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Second Amendment to Lease Agreement, dated August 22, 2003, by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated October 7, 2009
(included as exhibit 10.18 to the Form 10-K filed April 1, 2013, and incorporated herein by reference).
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10.16
|
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Third Amendment to Lease Agreement dated August 22, 2003 by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated October 12, 2013
(included as exhibit 10.19 to the Form 10-K filed April 1, 2013, and incorporated herein by reference).
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10.17
|
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Asset Purchase Agreement by and between Akimbo Financial, Inc. and the Company, dated December 22, 2014
(included as exhibit 10.1 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
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10.18
|
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Transition Agreement by and between Akimbo Financial, Inc. and the Company, dated December 22, 2014
(included as exhibit 10.2 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
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10.19
|
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Employment Agreement by and between the Company and Houston Frost, dated December 23, 2014
(included as exhibit 10.3 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
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10.20
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Employment Agreement by and between the Company and Habib Yunus, dated March 3, 2015
(included as exhibit 10.1 to the Form 8-K filed March 6, 2015, and incorporated herein by reference).
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10.21
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Fourth Amendment to Lease Agreement, dated August 22, 2003, by and the Company and Domicilio OC, LLC as successor-in-interest to Frost National Bank, dated February 12, 2015
(included as exhibit 10.24 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).
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10.22
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Lease Agreement by and between FiCentive, Inc. and Domicilio OC, LLC, dated February 12, 2015
(included as exhibit 10.25 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).
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10.23
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Bank Sponsorship Agreement by and between the Company and Metropolitan Commercial Bank, dated December 11, 2014
(included as exhibit 10.26 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).
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10.24
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2015 Equity Incentive Plan
(included as appendix B to the Schedule 14A filed June 15, 2015, and incorporated herein by reference).
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10.25
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Independent Director Agreement by and between the Company and Kirk Taylor, dated April 24, 2015
(included as exhibit 10.27 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
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10.26
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Independent Director Agreement by and between the Company and Dr. Peter Kirby, dated April 24, 2015
(included as exhibit 10.28 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
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10.27
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Independent Director Agreement by and between the Company and Miguel A. Chapa, dated April 24, 2015
(included as exhibit 10.29 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
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10.28
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Loan and Security Agreement by and between C2Go, Inc., as Debtor and FiCentive, Inc., as Lender, dated February 2, 2016
(Included as exhibit 10.1 to the Form 8-K filed February 8, 2016, and incorporated herein by reference).
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10.29†
|
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Card Marketing and Processing Agreement by and between FiCentive, Inc. and C2Go, Inc., dated February 2, 2016
(included as exhibit 10.2 to the Form 8-K filed February 8, 2016, and incorporated herein by reference).
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10.30
|
|
Fifth Amendment to Employment Agreement by and between the Company and Michael R. Long, dated August 3, 2016
(included as exhibit 10.1 to the Form 8-K filed August 9, 2016, and incorporated herein by reference).
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10.31
|
|
Fifth Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated August 3, 2016
(included as exhibit 10.2 to the Form 8-K filed August 9, 2016, and incorporated herein by reference).
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10.32
|
|
Sixth Amendment to Employment Agreement by and between the Company and Michael R. Long, dated September 8, 2016
(included as exhibit 10.1 to the Form 8-K filed September 14, 2016, and incorporated herein by reference).
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10.33
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|
Sixth Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated September 8, 2016
(included as exhibit 10.2 to the Form 8-K filed September 14, 2016, and incorporated herein by reference).
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10.34
|
|
Employment Agreement by and between Tom Jewell and Payment Data Systems, Inc., dated January 6, 2017
(included as exhibit 10.1 to the Form 8-K filed January 6, 2017, and incorporated herein by reference).
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10.35
|
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Line of Credit Promissory Note by and between Singular Payments, LLC, as Borrower, and the Company, as Lender, dated March 7, 2017
(included as exhibit 10.1 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.36
|
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Security Agreement by and between Singular Payments, LLC, as Debtor, and the Company, as Secured Party, dated March 7, 2017
(included as exhibit 10.2 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.37
|
|
Membership Interest Pledge Agreement by and between Vaden Landers, as Pledgor, and the Company, as Lender, dated March 7, 2017
(included as exhibit 10.3 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.38
|
|
Guaranty Agreement by and between Vaden Landers, as Borrower, and the Company, as Lender, dated March 7, 2017
(included as exhibit 10.4 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.39
|
|
Separation and Release of Claims Agreement by and between the Company and Habib Yunus, dated March 17, 2017
(included as exhibit 10.1 to the Form 8-K filed March 23, 2017, and incorporated herein by reference).
|
|
|
|
10.40
|
|
Independent Director Agreement by and between the Company and Steve Huffman, dated November 11, 2016
(included as exhibit 10.41 to the Form 10-K filed April 6, 2017, and incorporated herein by reference).
|
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|
|
10.41
|
|
Independent Director Agreement by and between the Company and Brad Rollins, dated May 5, 2017
(included as exhibit 10.1 to the Form 8-K filed May 11, 2017, and incorporated herein by reference).
|
|
|
|
10.42
|
|
Amendment No. 1 to the Line of Credit Promissory Note by and between the Company and Singular Payments, LLC, dated June 6, 2017
(included as exhibit 10.1 to the Form 8-K filed June 8, 2017, and incorporated herein by reference).
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|
|
|
10.43
|
|
First Amended and Restated Line of Credit Promissory Note by and between the Company and Singular Payments, LLC, dated August 2, 2017
(included as exhibit 10.1 to the Form 8-K filed August 7, 2017, and incorporated herein by reference).
|
|
|
|
10.44 #
|
|
Membership Interest Purchase Agreement dated September 1, 2017, by and between Singular Payments, LLC, and Payment Data Systems, Inc.
(included as exhibit 10.1 to the Form 8-K filed on September 8, 2017, and incorporated herein by reference).
|
|
|
|
10.45
|
|
Employment Agreement dated September 1, 2017, by and between Payment Data Systems, Inc. and Vaden Landers
(included as exhibit 10.2 to the Form 8-K filed September 8, 2017, and incorporated herein by reference).
|
|
|
|
14.1
|
|
Code of Ethics
(included as exhibit 14.1 to the Form 10-K filed March 30, 2004, and incorporated herein by reference).
|
|
|
|
16.1
|
|
Letter from Ernst and Young LLP to the Securities and Exchange Commission dated February 10, 2004
(included as exhibit 16 to the Form 8-K filed February 11, 2004, and incorporated herein by reference).
|
|
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31.1
|
|
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|
31.2
|
|
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32.1
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document (filed herewith).
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed herewith).
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document (filed herewith).
|
|
|
|
|
|
|
|
PAYMENT DATA SYSTEMS, INC
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||
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Date: November 14, 2017
|
By:
|
/s/ Louis A. Hoch
|
|
|
|
Louis A. Hoch
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Payment Data Systems, Inc. for the quarter ended September 30, 2017;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 14, 2017
|
|
|
|
By:
|
/s/ Louis A. Hoch
Louis A. Hoch
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Payment Data Systems, Inc. for the quarter ended September 30, 2017;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 14, 2017
|
|
|
|
By:
|
/s/ Tom Jewell
Tom Jewell
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date: November 14, 2017
|
|
|
|
By:
|
/s/ Louis A. Hoch
Louis A. Hoch
Chief Executive Officer
(Principal Executive Officer)
|
Date: November 14, 2017
|
|
|
|
By:
|
/s/ Tom Jewell
Tom Jewell
Chief Financial Officer
(Principal Financial and Accounting Officer)
|