UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number:000-30152
PAYMENT DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Nevada
 
98-0190072
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
3611 Paesanos Parkway, Suite 300, San Antonio, TX
 
78231
(Address of principal executive offices)
 
(Zip Code)
(210) 249-4100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
PYDS
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [_] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). [X] Yes [_] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_]
Accelerated filer [_]
Non-accelerated filer [X] 
Smaller reporting company [X]
 
Emerging Growth Company [_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[_] Yes [X] No
On May 10, 2019, the number of outstanding shares of the issuer's common stock, par value $0.001 per share, was 16,899,874.





PAYMENT DATA SYSTEMS, INC.
INDEX
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
PAYMENT DATA SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
March 31, 2019
 
December 31, 2018
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
4,465,718

 
$
2,695,177

Accounts receivable, net
1,134,767

 
1,214,355

Settlement processing assets
35,173,205

 
44,139,861

Prepaid expenses and other
241,569

 
101,722

Notes receivable, net
108,750

 
108,750

Current assets before merchant reserves
41,124,009

 
48,259,865

Merchant reserves
11,297,894

 
12,645,803

Total current assets
52,421,903

 
60,905,668

 
 
 
 
Property and equipment, net
1,849,035

 
1,932,660

 
 
 
 
Other assets:
 
 
 
Intangibles, net
3,426,427

 
3,676,427

Deferred tax asset
1,394,000

 
1,394,000

Operating lease right-of-use assets
2,616,128

 
—

Other assets
320,831

 
306,757

Total other assets
7,757,386

 
5,377,184

 
 
 
 
Total assets
$
62,028,324

 
$
68,215,512

 
 
 
 
Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
220,375

 
$
308,178

Accrued expenses
1,957,044

 
1,388,196

Operating lease liabilities, current portion
184,570

 
—

Settlement processing obligations
35,173,205

 
44,139,861

Deferred revenues
5,000

 
20,000

Current liabilities before merchant reserve obligations
37,540,194

 
45,856,235

Merchant reserve obligations
11,297,894

 
12,645,803

Total current liabilities
48,838,088

 
58,502,038

 
 
 
 
Non-current liabilities:
 
 
 
Operating lease liabilities, non-current portion
2,564,923

 
—

Deferred rent
—

 
79,748

Total liabilities
51,403,011

 
58,581,786

 
 
 
 
Stockholders’ equity:
 
 
 

1


Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at March 31, 2019 (unaudited) and December 31, 2018, respectively
—

 
—

Common stock, $0.001 par value, 200,000,000 shares authorized; 17,961,132 and 17,129,680 issued, and 16,863,222 and 16,043,630 outstanding at March 31, 2019 (unaudited) and December 31, 2018, respectively
186,392

 
185,561

Additional paid-in capital
76,429,299

 
74,568,627

Treasury stock, at cost; 1,097,910 and 1,086,050 shares at March 31, 2019 (unaudited) and December 31, 2018, respectively
(1,835,368
)
 
(1,813,546
)
Deferred compensation
(6,045,880
)
 
(6,270,675
)
Accumulated deficit
(58,109,130
)
 
(57,036,241
)
Total stockholders’ equity
10,625,313

 
9,633,726

 
 
 
 
Total liabilities and stockholders’ equity
$
62,028,324

 
$
68,215,512

See the accompanying notes to the condensed interim consolidated financial statements.

1


PAYMENT DATA SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
$
6,588,032

 
$
5,843,665

 
Cost of services
 
 
 
5,252,301

 
4,572,758

 
  Gross profit
 
 
 
1,335,731

 
1,270,907

 
 
 
 
 
 
 
 
 
Selling, general and administrative:
 
 
 
 
 
 
 
Stock-based compensation
 
 
 
283,408

 
374,378

 
Other expenses
 
 
 
1,661,739

 
1,498,651

 
Depreciation and amortization
 
 
 
486,548

 
458,663

 
Total selling, general and administrative expenses
 
 
 
2,431,695

 
2,331,692

 
 
 
 
 
 
 
 
 
Operating (loss)
 
 
 
(1,095,964
)
 
(1,060,785
)
 
 
 
 
 
 
 
 
 
Other income and (expense):
 
 
 
 
 
 
 
Interest income
 
 
 
23,074

 
11,521

 
Other income (expense)
 
 
 
1

 
(1,542
)
 
   Other income and (expense), net
 
 
 
23,075

 
9,979

 
 
 
 
 
 
 
 
 
(Loss) before income taxes
 
 
 
(1,072,889
)
 
(1,050,806
)
 
Income taxes
 
 
 
—

 
—

 
 
 
 
 
 
 
 
 
Net (loss)
 
 
 
$
(1,072,889
)
 
$
(1,050,806
)
 
 
 
 
 
 
 
 
 
Basic (loss) per common share:
 
 
 
$
(0.09
)
 
$
(0.09
)
 
Diluted (loss) per common share:
 
 
 
$
(0.09
)
 
$
(0.09
)
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic
 
 
 
12,621,857

 
12,026,622

 
Diluted
 
 
 
12,621,857

 
12,026,622

 
See the accompanying notes to the condensed interim consolidated financial statements.
    

2


PAYMENT DATA SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Three Months Ended March 31,
 
2019
 
2018
Operating activities:
 
 
 
Net (loss)
$
(1,072,889
)
 
$
(1,050,806
)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
 
 
 
Depreciation
236,548

 
208,662

Amortization
250,000

 
250,001

Non-cash stock based compensation
283,408

 
374,378

Amortization of warrant costs
8,985

 
—

Changes in current assets and current liabilities:
 
 
 
Accounts receivable
79,588

 
77,518

Prepaid expenses and other
(139,847
)
 
(192,569
)
Operating lease right-of-use assets
(2,616,128
)
 
—

Other assets
(14,074
)
 
(25,125
)
Accounts payable and accrued expenses
481,045

 
(74,161
)
Operating lease liabilities
2,749,493

 
—

Merchant reserves
(1,347,909
)
 
102,765

Deferred revenue
(15,000
)
 
90,250

Deferred rent
(79,748
)
 
—

Net cash (used) by operating activities
(1,196,528
)
 
(239,087
)
 
 
 
 
Investing activities:
 
 
 
Purchases of property and equipment
(152,923
)
 
(29,502
)
Net cash (used) by investing activities
(152,923
)
 
(29,502
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from public offering, net of expenses
1,793,905

 
—

Purchases of treasury stock
(21,822
)
 
(956,134
)
Net cash provided (used) by financing activities
1,772,083

 
(956,134
)
 
 
 
 
Change in cash, cash equivalents and merchant reserves
422,632

 
(1,224,723
)
Cash, cash equivalents and merchant reserves, beginning of period
15,340,980

 
19,778,022

 
 
 
 
Cash, cash equivalents and merchant reserves, end of period
$
15,763,612

 
$
18,553,299

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
—

 
$
—

Income taxes
—

 
—

See accompanying notes to the condensed interim consolidated financial statements.


3



PAYMENT DATA SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 
 
 
 
 
 
Additional Paid - In Capital
 
Treasury Stock
 
Deferred Compensation
 
Accumulated Deficit
 
Total Stockholder's Equity
 
 
Common Stock
 
 
 
 
 
 
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2018
 
17,129,680

 
$
185,561

 
$
74,568,627

 
$
(1,813,546
)
 
$
(6,270,675
)
 
$
(57,036,241
)
 
$
9,633,726

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, public offering
 
769,230

 
769

 
1,793,136

 
—

 
—

 
—

 
1,793,905

Issuance of common stock under equity incentive plan
 
62,222

 
62

 
58,551

 
—

 
—

 
—

 
58,613

Warrant compensation costs
 
—

 
—

 
8,985

 
—

 
—

 
—

 
8,985

Deferred compensation amortization
 
—

 
—

 
—

 
—

 
224,795

 
—

 
224,795

Purchase of treasury stock
 
—

 
—

 
—

 
(21,822
)
 
—

 
—

 
(21,822
)
Net (loss) for the period
 
—

 
—

 
—

 
—

 
—

 
(1,072,889
)
 
(1,072,889
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2019
 
17,961,132

 
$
186,392

 
$
76,429,299

 
$
(1,835,368
)
 
$
(6,045,880
)
 
$
(58,109,130
)
 
$
10,625,313

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
16,874,235

 
$
186,299

 
$
74,041,083

 
$
(831,059
)
 
$
(7,012,544
)
 
$
(53,260,426
)
 
13,123,353

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock under equity incentive plan
 
68,889

 
69

 
147,231

 
—

 
—

 
—

 
147,300

Deferred compensation amortization
 
—

 
—

 
—

 
—

 
227,078

 
—

 
227,078

Purchase of treasury stock
 
—

 
—

 
—

 
(956,134
)
 
—

 
—

 
(956,134
)
Net (loss) for the period
 
—

 
—

 
—

 
—

 
—

 
(1,050,806
)
 
(1,050,806
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2018
 
16,943,124

 
$
186,368

 
$
74,188,314

 
$
(1,787,193
)
 
$
(6,785,466
)
 
$
(54,311,232
)
 
$
11,490,791


 
The accompanying notes are an integral part of these consolidated financial statements.

4


PAYMENT DATA SYSTEMS, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1. Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements of Payment Data Systems, Inc. and its subsidiaries (the “Company”) have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company's financial position, results of operations and cash flows for such periods. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2018 , as filed with the Securities and Exchange Commission on March 27, 2019. Results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition: Revenue consists primarily of fees generated through the electronic processing of payment transactions and related services. Revenue is recognized during the period in which the transactions are processed or when the related services are performed. The Company complies with ASC 606-10 and reports revenues as gross as a principal versus net as an agent. Although some of the Company's processing agreements vary with respect to specific credit risks, the Company has determined for each agreement it is acting in the principal role. Merchants may be charged for these processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction. Certain merchant customers are charged a flat fee per transaction, while others may also be charged miscellaneous fees, including fees for chargebacks or returns, monthly minimums, and other miscellaneous services. Revenues derived from electronic processing of credit, debit, and prepaid card transactions that are authorized and captured through third-party networks are reported gross of amounts paid to sponsor banks as well as interchange and assessments paid to credit card associations. Sales taxes billed are reported directly as a liability to the taxing authority and are not included in revenue.

Deferred Revenues: The Company records deferred revenues when it receives payments or issues invoices in advance of transferring control of promised goods or services to a customer. The advance consideration received from a customer is deferred until the Company provides the customer that product or service. At March 31, 2019 and December 31, 2018, respectively, the deferred revenues totaled $5,000 and $20,000 .
Cash and Cash Equivalents: Cash and cash equivalents includes cash and other money market instruments. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents.
Merchant Reserves: The Company has merchant reserve requirements associated with Automated Clearing House ("ACH") transactions. The merchant reserve assets are carried on the Company's balance sheet with a corresponding liability. Merchant Reserves are set for each merchant. Funds are collected from each merchant and held as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant agreement. While this cash is not restricted in its use, the Company believes that designating this cash to collateralize Merchant Reserves strengthens our fiduciary standing with the Company's member sponsors and is in accordance with the guidelines set by the card networks.
The reconciliation of cash and cash equivalents to cash, cash equivalents and merchant reserves is as follows for each period presented:


5


 
 
March 31, 2019
 
March 31, 2018
 
 
 
 
 
Beginning cash, cash equivalents and merchant reserves:
 
 
 
 
    Cash and cash equivalents
 
2,695,177

 
4,800,554

    Merchant reserves
 
12,645,803

 
14,977,468

     Total
 
$
15,340,980

 
$
19,778,022

 
 
 
 
 
Ending cash, cash equivalents and merchant reserves:
 
 
 
 
    Cash and cash equivalents
 
4,465,718

 
3,473,066

    Merchant reserves
 
11,297,894

 
15,080,233

     Total
 
$
15,763,612

 
$
18,553,299


Allowance for Estimated Losses: The Company maintains an allowance for estimated doubtful accounts receivable resulting from the inability or failure of the Company’s customers to make required payments. The Company determines the allowance for estimated doubtful accounts receivable losses based on an account-by-account review, taking into consideration such factors as the age of the outstanding balance, historical pattern of collections and financial condition of the customer. Past losses incurred by the Company due to bad debts have been within its expectations. If the financial conditions of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make contractual payments, additional allowances might be required. Estimates for doubtful account losses are variable based on the volume of transactions processed and could increase or decrease accordingly. At March 31, 2019 and December 31, 2018 , the Company’s allowance for estimated doubtful accounts was $50,575 and $55,212 , respectively.
Accounting for Internal Use Software: The Company capitalizes the costs associated with software being developed or obtained for internal use when both the preliminary project stage is completed and it is probable that computer software being developed will be completed and placed-in service. Capitalized costs include only (i) external direct costs of materials and services consumed in developing or obtaining internal-use software, (ii) payroll and other related costs for employees who are directly associated with and who devote time to the internal-use software project, and (iii) interest costs incurred, when material, while developing internal-use software. The Company ceases capitalization of such costs no later than the point at which the project is substantially complete and ready for its intended purpose. In the three months ended March 31, 2019 and March 31, 2018 , the Company capitalized $140,043 and $15,878 , respectively of such costs.
Valuation of Long-Lived and Intangible Assets: The Company assesses the impairment of long-lived and intangible assets at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant under performance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. No impairment losses were recorded in 2018 or during the three months ended March 31, 2019 . Management is not aware of any impairment changes that may currently be required; however, the Company cannot predict the occurrence of events that might adversely affect the reported values in the future.
 
Reserve for Processing Losses: If, due to insolvency or bankruptcy of one of the Company’s merchant customers, or for any other reason, the Company is not able to collect amounts from its credit card, ACH or prepaid customers that have been properly "charged back" by the customer, or if a prepaid cardholder incurs a negative balance, the Company must bear the credit risk for the full amount of the transaction. The Company may require cash deposits and other types of collateral from certain merchants to minimize any such risk. In addition, the Company utilizes multiple systems and procedures to manage merchant risk. ACH, prepaid and credit card merchant processing loss reserves are primarily determined by performing a historical analysis of the Company’s loss experience and considering other factors that could affect that experience in the future, such as the types of transactions processed and nature of the merchant relationship with its consumers and the Company’s relationship with the Company’s prepaid card holders. This reserve amount is subject to the risk that actual losses may be greater than the Company’s estimates. The Company has not incurred any significant processing losses to date. Estimates for processing losses are variable based on the volume of transactions processed and could increase or decrease accordingly. At March 31, 2019 and December 31, 2018 , the Company’s reserve for processing losses was $407,153 and $374,153 , respectively.

6


 
Recently Adopted Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and a subsequent amendment to the standard in March 2016, ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Consideration (Reporting Revenue Gross versus Net). The original standard provides guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment to the standard clarifies implementation guidance on principal versus agent considerations. Adoption of the new standards is effective for reporting periods beginning after December 15, 2017, with early adoption not permitted. The Company has adopted the provisions of this new standard beginning January 1, 2018. The Company functions as the merchant of record and has primary responsibility for providing end-to-end payment processing services for its clients. The customers of the Company contract with the Company for all credit card processing services including transaction authorization, settlement, dispute resolution, security and risk management solutions, reporting and other value-added services. As such, the Company is the primary obligor in these transactions and is solely responsible for all processing costs, including interchange fees. Further, the Company sets prices as it deems reasonable for each merchant. The gross fees the Company collects are intended to cover the interchange, assessments and other processing fees and include the Company's margin on transactions processed. For these reasons, the Company is the principal obligor in the contractual relationship with its customers and therefor, the Company records its revenues, including interchange and assessments on a gross basis. The Company's existing revenue recognition process remains intact, and the Company will continue to record revenues at the gross amount billed due to the Company's primary responsibility for providing end-to-end payment processing services for its clients.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash , which requires that the reconciliation of the beginning of period and the end of period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. If restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet. This guidance is required to be applied retrospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. As required, the Company applied the provisions of ASU 2016-18 as of January 1, 2018. As a result, the change in restricted cash has been included in the change in cash, cash equivalents and merchant reserves.

Operating Leases Right-of use Assets and Operating Lease Liabilities: In February 2016, the FASB issued, "Leases (Topic 842)." This update requires that a lessee recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing it right to use the underlying asset for the lease term. For leases with terms of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities. Similar to current guidance, the update continues to differentiate between finance leases and operating leases, however this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. The updated guidance leaves the accounting for leases by lessors largely unchanged from existing GAAP. The guidance became effective for the Company on January 1, 2019. As a lessee, this standard primarily impacted its accounting for leased facilities and office equipment, for which the Company recognized right of use assets of $2,688,412 and a corresponding lease liability of $2,775,259 on the Company's consolidated balance sheet on January 1, 2019.

The Company adopted these provisions on January 1, 2019 using the optional transition method that permits the Company to apply the new disclosure requirements in 2019 and continue to present comparative period information as required under FASB ASC Topic 840, "Leases." The Company did not have a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed it to exclude leases with an initial term of 12 months or less from the right-of-use assets and liabilities. Adoption of the standards had no impact on the Company's results of operations or liquidity.

If the Company determines that an arrangement is or contains a lease, the Company recognizes a right-of-use (ROU) asset and lease liability at the commencement date of the lease. ROU assets represent it's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation which expands the scope of current guidance to include all share-based payment arrangements related to the acquisition of goods or services from both non-employees and

7


employees. The guidance is effective for the Company for all fiscal years beginning after December 15, 2018. The adoption of the new standard did not result in a change to the previously presented financial statements.

Accounting standards that have been issued or proposed by the FASB, the SEC or other standard setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.


8


Note 2.  Leases

The Company leases facilities and office equipment under various operating leases, which generally are expected to be renewed or replaced by other leases. For the three-month periods ended March 31, 2019 and 2018, operating lease expense totaled $103,522 and $71,839 , respectively.

Maturities of lease liabilities are as follows at March 31, 2019.
 
March 31, 2019
 
Operating Leases
2019 (Remaining 9 months)
$
226,743

2020
336,301

2021
336,644

2022
344,554

2023
350,915

Thereafter
1,823,669

Total minimum lease payments
$
3,418,826

Less imputed interest
$
(669,333
)
Total lease liabilities
$
2,749,493


Note 3. Note Receivable

Under a loan and security agreement dated February 2, 2016, the Company loaned a principal amount of $200,000 to C2Go, Inc. with an interest rate of 10% per annum for a term of 18 months. The loan was secured by a first lien on all assets of C2Go. C2Go defaulted under the note by failing to repay the loan plus interest on August 2, 2017. On December 7, 2017, the Company entered into a note purchase and settlement agreement with C2Go and Mercury Investment Partners LLC. Pursuant to the note purchase and settlement agreement, Mercury Investment Partners agreed to purchase the note and the rights secured by the security agreement with all rights and obligations and to pay to a sum of $200,000 in three installments. The first installment of $50,000 was paid on December 7, 2017. The second installment of $50,000 was due on April 30, 2018, and the remaining amount of $100,000 was due on October 31, 2018. In return, the Company agreed to waive all interest due and payable under the terms of the C2Go loan. Mercury Investment Partners has not paid the amount due April 30, 2018 or the amount due on October 31, 2018. The Company issued a letter of default. The Company agreed to extend the due date of the $50,000 payment due April 30, 2018 to May 16, 2018. $5,000 of the $50,000 due was received on July 5, 2018. On or about August 14, 2018, a notice of default was sent to Mercury Investment Partners. Mercury Investment Partners did not respond to the letter or make payment in full to the Company. On September 4, 2018, the Company filed suit against Mercury Investment Partners in Bexar County District Court. The default judgment against Mercury Investment Partners was granted on December 21, 2018. The Company retained the services of legal counsel represent the Company in collecting on the judgment. Counsel is preparing the documents to domesticate the Texas judgment.

There are no assurances that the Company will be able to recover the remaining $145,000 principal and there are no assurances there will be any assets for the Company to recover from its lien on all the assets of C2Go if payment in full of the obligation is not made. Due to the uncertainty of the situation and “more likely than not” recognition threshold, the Company recorded a $72,500 loss reserve on the note receivable for the periods from June 30, 2018 through September 30, 2018. Given the granting of the default judgment in Texas and the steps underway by legal counsel to domesticate the Texas judgment, the loss reserve was reduced to $36,250 from December 31, 2018 through March 31, 2019 reflecting a "more likely than not" recognition threshold.



9


Note 4. Accrued Expenses
Accrued expenses consisted of the following balances:
 
March 31, 2019
 
December 31, 2018
 
 
 
 
Accrued commissions
$
246,601

 
$
243,317

Reserve for merchant losses
407,153

 
374,153

Other accrued expenses
1,037,027

 
582,720

Accrued taxes
82,852

 
80,888

Accrued salaries
183,411

 
107,118

Total accrued expenses
$
1,957,044

 
$
1,388,196


Note 5. Stockholders' Equity

Stock Warrants : On August 21, 2018, the Company issued University Fancards, LLC a warrant to purchase 150,000 shares of the Company's common stock. 30,000 warrants vested immediately upon the date on which the first financial transaction was processed

10


on a card account issued under the prepaid agreement, which occurred on October 5, 2018. 120,000 warrants vest annually over 4 years in 30,000 warrant increments beginning on July 31, 2019 and becoming fully vested on July 31, 2022. The exercise price for the 30,000 warrants that vested immediately on October 5, 2018 was $1.80 per share. The exercise price for the remaining 120,000 warrants will be the lesser of $2.00 per share or one hundred and twenty percent ( 120% ) of the market price of the Company's common stock on the vesting date of the warrant. The warrants were valued using the Black-Scholes option pricing model. Assumptions used were as follows: (i) the fair value of the underlying stock was $0.94 for the 30,000 warrants and $0.90 for the 120,000 warrants; (ii) the risk-free interest rate is 2.77% ; (iii) the contractual life is 5 years; (iv) the dividend yield of 0% ; and (v) the volatility is 64.6% . The fair value of the warrants amounted to $135,764 and will be amortized over the life of the warrants as a reduction of revenues. The reduction of revenues recorded for the quarter ended March 31, 2019 was $8,985 . There were no stock warrants issued as of March 31, 2018.
Note 6. Net (Loss) Per Share
Basic (loss) per share (EPS) was computed by dividing net (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS differs from basic EPS due to the assumed conversion of potentially dilutive awards and options that were outstanding during the period. The following is a reconciliation of the numerators and the denominators of the basic and diluted per share computations for net (loss) for the three months ended March 31, 2019 and March 31, 2018 .
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
Numerator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Numerator for basic and diluted (loss) per share, net income (loss) available to common shareholders
 
 
 
 
 
 
 
 
 
$
(1,072,889
)
 
$
(1,050,806
)
 
Denominator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Denominator for basic (loss) per share, weighted average shares outstanding
 
 
 
 
 
 
 
 
 
12,621,857

 
12,026,622

 
Effect of dilutive securities
 
 
 
 
 
 
 
 
 
—

 
—

 
Denominator for diluted earnings per share, adjust weighted average shares and assumed conversion
 
 
 
 
 
 
 
 
 
12,621,857

 
12,026,622

 
Basic (loss) per common share
 
 
 
 
 
 
 
 
 
$
(0.09
)
 
$
(0.09
)
 
Diluted (loss) per common share and common share equivalent
 
 
 
 
 
 
 
 
 
$
(0.09
)
 
$
(0.09
)
 
The awards and options to purchase shares of common stock that were outstanding at March 31, 2019 and March 31, 2018 that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive, are as follows:
 
Three Months Ended March 31,
 
2019
 
2018
Anti-dilutive awards and options
3,874,935

 
3,877,750


11


Note 7. Income Taxes
Deferred tax assets and liabilities are recorded based on the difference between financial reporting and tax basis of assets and liabilities and are measured by the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets are computed with the presumption that they will be realizable in future periods when taxable income is generated. Predicting the ability to realize these assets in future periods requires judgment by management. U.S. generally accepted accounting principles prescribe a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Income tax benefits that meet the “more likely than not” recognition threshold should be recognized. Goodwill is amortized over 15 years for tax purposes.
 
The Company has recognized a deferred tax asset of approximately $1.4 million and has recorded a valuation allowance of approximately $8.9 million to reduce the other deferred tax assets. The Company reviews the assessment of the deferred tax asset and valuation allowance on an annual basis or more often when events indicate a change to the valuation allowance may be warranted.
 
At December 31, 2018, the Company had available net operating loss carryforwards of approximately $45.3 million , which expire beginning in the year 2022. Approximately $0.1 million of the total net operating loss carryforward is subject to an IRS Section 382 limitation from 1999.
 
Management is not aware of any tax positions that would have a significant impact on the Company’s financial position.

Note 8. Related Party Transactions
Louis Hoch
During the three months ended March 31, 2019 and the year ended December 31, 2018 , the Company purchased a total of $843 and $9,476 , respectively, of corporate imprinted sportswear and caps from Angry Pug Sportswear. Louis Hoch, the Company’s President and Chief Executive Officer, is a 50% owner of Angry Pug Sportswear.
 
Miguel Chapa and Louis Hoch
During the three months ended March 31, 2019 and the year ended December 31, 2018 , the Company received $1,334 and $26,709 , respectively, in revenue from Lush Rooftop. Miguel Chapa, a member of the Company’s Board of Directors, is an owner of Lush Rooftop. Louis Hoch, the Company’s President and Chief Executive Officer, is also a minority owner in Lush Rooftop.

During the three months ended March 31, 2019 and the year ended December 31, 2018 , the Company received $3,072 and $4,525 in revenue from BLVD Bar and Lounge. Miguel Chapa, a member of the Company's Board of Directors, is an owner in BLVD Bar and Lounge. Louis Hoch, the Company’s President and Chief Executive Officer, is also an owner in BLVD Bar and Lounge.

Directors and Officers

On January 6, 2019, the Company repurchased 11,860 of common stock at a closing price on January 6, 2019 of $1.84 per share from Tom Jewell, the Company's Chief Financial Officer to cover taxes due.

On January 8, 2018 and January 9, 2018, the Company repurchased 397,845 shares for $956,128 in a private transaction at the closing prices on January 8, 2018 and January 9, 2018 from officers, employees and director's to cover the respective employees', officers' and directors' share of taxes for shares that vested on that day, as approved by the Audit Committee and the Board of Directors on the same day, with the respective officers and directors recusing themselves. In particular, the Company repurchased the following shares from Named Executive Officers and directors:
•
Michael Long (Chairman of the Board): 158,476 shares valued at $2.40 per share or total of $380,342 ;
•
Louis Hoch (President and Chief Executive Officer): 158,476 shares valued at $2.40 per share or total of $380,342 ; and
•
Tom Jewell (Chief Financial Officer): 13,060 shares valued at $2.50 per share or total of $32,650 .

12


Note 9. Legal Proceedings
Under a loan and security agreement dated February 2, 2016, the Company loaned a principal amount of $200,000 to C2Go, Inc. with an interest rate of 10% per annum for a term of 18 months. The loan was secured by a first lien on all assets of C2Go. C2Go defaulted under the note by failing to repay the loan plus interest on August 2, 2017. On December 7, 2017, the Company entered into a note purchase and settlement agreement with C2Go and Mercury Investment Partners LLC. Pursuant to the note purchase and settlement agreement, Mercury Investment Partners agreed to purchase the note and the rights secured by the security agreement with all rights and obligations and to pay to us a sum of $200,000 in three installments. The first installment of $50,000 was paid on December 7, 2017. The second installment of $50,000 was due on April 30, 2018, and the remaining amount of $100,000 was due on October 31, 2018. In return, the Company agreed to waive all interest due and payable under the terms of the C2Go loan. Mercury Investment Partners has not paid the amount due April 30, 2018 or the amount due on October 31, 2018. The Company issued a letter of default. The Company agreed to extend the due date of the $50,000 payment due April 30, 2018 to May 16, 2018. $5,000 of the $50,000 due was received on July 5, 2018. On or about August 14, 2018, a notice of default was sent to Mercury Investment Partners. Mercury Investment Partners did not respond to the letter or make payment in full. On September 4, 2018, FiCentive filed suit against Mercury Investment Partners in Bexar County District Court. The court granted a default judgment against Mercury Investment Partners on December 21, 2018. The Company is taking steps to domesticate the Texas judgment and to collect its debt.

There are no assurances that the Company will be able to recover the remaining $145,000 principal, and there are no assurances there will be any assets for the Company to recover from our lien on all the assets of C2Go if payment in full of the obligation is not made. Due to the uncertainty of the situation and “more likely than not” recognition threshold, we recorded a $72,500 loss reserve on the note receivable from June 30, 2018 through September 30, 2018. Given the granting of the default judgment in Texas and the steps underway by legal counsel to domesticate the Texas judgment, the loss reserve has been reduced to $36,250 from December 31, 2018 through March 31, 2019 reflecting a "more likely than not" recognition threshold.

Aside from the lawsuit described above, the Company may be involved in legal matters arising in the ordinary course of business from time to time. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is or could become involved in litigation will not have a material adverse effect on its business, financial condition or results of operations.



13


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS DISCLAIMER
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. If used in this report, the words "anticipate," "believe," "estimate," "intend," and words or phrases of similar import are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our annual report on Form 10-K and other reports we file with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

This discussion and analysis should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes thereto included in this report, and our annual report on Form 10-K for the fiscal year ended December 31, 2018 , filed on March 27, 2019, including the audited consolidated financial statements and the notes contained therein.
 
Overview

We provide integrated electronic payment processing services to merchants and businesses, including all types of Automated Clearing House, or ACH, processing, credit, PINless debit, prepaid card and debit card-based processing services. Through Akimbo, under the domain name www.akimbocard.com, we offer MasterCard prepaid cards to consumers for use as a tool to stay on budget, to manage allowances and to share money with family and friends. We have further developed our Akimbo platform to include Akimbo Now for businesses, Akimbo Gift for consumers and support for Apple Pay®, Android Pay™ and Samsung Pay™.
 
During the first quarter of 2019 , the volume of credit card transactions processed decreased by 4% versus the first quarter of 2018 .  The amount of credit card dollars processed during the first quarter of 2019 increased by 7% compared to the same time period in 2018 .
ACH (eCheck) transaction volumes during the first quarter of 2019 increased by 20% compared to the first quarter of 2018 . Returned check transactions processed during the first quarter of 2019 increased 16% compared to the first quarter of 2018 .
Total dollars processed for the first quarter of 2019 exceeded $856 million compared to $783 million in the first quarter of 2018 .
We reported a net loss of $1,072,889 for the quarter ended March 31, 2019 compared to a net loss of $1,050,806 for the quarter ended March 31, 2018 .
For the second quarter of 2019 , we anticipate continued revenue increases in our ACH and returned check revenues. We also expect to drive incremental revenues in our PayFac integrated payments and prepaid growth initiatives. We expect to see increases in the number of contracted merchant customers, for whom we provide processing for credit and debit card transactions, and we expect to add new clients from our sales pipeline, which we believe will create increased transaction volumes. We believe our prepaid credit card transactions should continue to gain traction.
We may incur future operating losses. To regain and sustain profitability, we must, among other things, incrementally grow and maintain our customer base, sell our ACH, credit card and prepaid product offerings to existing and new customers, implement successful marketing strategies, maintain and upgrade our technology and transaction-processing systems, provide superior customer service, respond to competitive developments, attract, retain and motivate personnel, and respond to unforeseen industry developments and other factors.
We believe that our success will depend in large part on our ability to (a) grow revenues, (b) manage our operating expenses, (c) add quality customers to our client base, (d) meet evolving customer requirements, (e) adapt to technological changes in an emerging market, and (f) assimilate current and future acquisitions of companies and customer portfolios. We continue to invest in our sales force to drive revenue growth. We are focused on growing our ACH merchants, adding new software integrators and providing incremental services to existing merchants. In addition to our near term growth opportunities, we are focused on leveraging and optimizing the infrastructure of the organization allowing expansion of our payment processing capabilities without significantly increasing our operating costs.

14


Critical Accounting Policies

Our management’s discussion and analysis of our financial condition and results of operations is based upon our interim condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the accounting policies described in Note 1 to the Notes to the Interim Condensed Consolidated Financial Statements to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.
For a summary of Critical Accounting Policies, please refer to the Notes to Interim Condensed Consolidated Financial Statements, Note 1, Basis of Presentation.
Results of Operations
Revenues
Our revenues are principally derived from providing integrated electronic payment services to merchants and businesses, including credit and debit card-based processing services and transaction processing via the Automated Clearing House, or ACH, network and the program management and processing of prepaid debit cards. We also operate an online payment processing service for consumers under the domain name www.billx.com and sell this service as a private-label application to resellers.

Revenues for the quarter ended March 31, 2019 increased 12.7% to $6.6 million , as compared to $5.8 million for the quarter ended March 31, 2018 . The revenue increase was primarily driven by growth in our ACH and prepaid portfolios.
Cost of Services
Cost of services includes the cost of personnel dedicated to the creation and maintenance of connections to third-party payment processors and the fees paid to such third-party providers for electronic payment processing services. Through our contractual relationships with our payment processors and sponsoring banks, we process ACH and debit, credit or prepaid card transactions on behalf of our customers and their consumers. We pay volume-based fees for debit, credit, ACH and prepaid transactions initiated through these processors or sponsoring banks, and pay fees for other transactions such as returns, notices of change to bank accounts and file transmission. Cost of service fees also include fees paid to referral agents and partners.
Cost of services increased 14.9% to $5.3 million for the quarter ended March 31, 2019 , as compared to $4.6 million for the same period in the prior year. The increase three months ended March 31, 2019 , as compared to the same period in the prior year, was primarily due to the increased volume and higher referral fee arrangements with agents and partners.
Gross Profit
Gross profit is the net profit existing after the cost of services. Gross profits increased 5.1% to $1,335,731 for the quarter ended March 31, 2019 , as compared to $1,270,907 for the same period in the prior year. The increase for the three months ended March 31, 2019 , as compared to the same period in the prior year, was due primarily to growth in our highly profitable ACH business.
Stock-based Compensation
Stock-based compensation expenses were $0.3 million and $0.4 million for the quarters ended March 31, 2019 and 2018 , respectively. The year over year decrease in stock-based compensation expense was due to the net decrease in amortization of stock costs as grants are fully amortized.

15


Other Selling, General and Administrative Expenses
Other selling, general and administrative expenses increased by 10.9% to $1.7 million for the quarter ended March 31, 2019 , as compared to $1.5 million for the same period in the prior year. The increase in other selling, general and administrative expenses for the three months ended March 31, 2019 , as compared to the same period in the prior year, was primarily attributable to incremental investments in our Prepaid and PayFac growth initiatives.
Depreciation and Amortization  
Depreciation and amortization totaled $486,548 and 458,663 for the quarters ended March 31, 2019 and March 31, 2018 , respectively.
Other Income (Expense)
Other income was $23,075 for the quarter ended March 31, 2019 compared to income of $9,979 for the quarter ended March 31, 2018 , respectively.
Net Loss
We reported a net loss of $1,072,889 for the quarter ended March 31, 2019 , as compared to a net loss of $ 1,050,806 for the same period in the prior year.

Liquidity and Capital Resources

At March 31, 2019 , we had $4.5 million of cash and cash equivalents, as compared to $2.7 million of cash and cash equivalents at December 31, 2018 .

On February 14, 2019, we entered into a placement agency agreement with Maxim Group LLC with respect to the issuance and sale of an aggregate of 769,230 shares of common stock at an offering price of $2.60 per share in a public offering. We agreed to pay Maxim a cash fee of equal to 6% of the aggregate gross proceeds raised in the offering and legal fees and expenses of up to $40,000. The net proceeds to us from the public offering were $1.8 million , after deducting the offering expenses and fees payable by us. We are using the net proceeds for general corporate purposes and working capital.
Cash Flows
We reported a net loss of $1.1 million for the quarter ended March 31, 2019 and a net loss of $1.1 million for the quarter ended March 31, 2018 . At March 31, 2019 , we have an accumulated deficit of $58.1 million . Additionally, we had working capital of $3.6 million and $2.4 million at March 31, 2019 and December 31, 2018, respectively.
Net cash used by operating activities including merchant reserve funds was $1.2 million and $0.2 million for the quarters ended March 31, 2019 and March 31, 2018 , respectively. Excluding merchant reserves and lease right-of-use assets and liabilities, our cash provided by operating activities was $18,016 and cash used by operations of $341,852 for the quarters ended March 31, 2019 and March 31, 2018 , respectively. We continue to invest resources and infrastructure in our prepaid and integrated payments growth initiatives to achieve scale in these business lines.
Net cash used by investing activities was $152,923 and $29,502 for the quarters ended March 31, 2019 and March 31, 2018 , respectively. The primary drivers of the capital expenditures were development costs associated with internal use software capitalization.
Net cash generated from financing activities for the quarter ended March 31, 2019 was $1.8 million compared to cash used by financing activities of $1.0 million for quarter ended March 31, 2018 . The 2019 cash provided by financing activities was as a result of a public offering which raised $1.8 million net proceeds in February 2019. In 2018, the net cash used by financing activities represents purchases of certain shares of common stock owned by officers, employees and directors to offset taxes owed primarily related to the vesting of a 10-year stock grant issued in 2008 that vested January 9, 2018. We do not have another large stock grant vesting until October 2022. Until that time, we anticipate that purchases of stock as a part of our buyback program will be limited to the vesting of restricted stock units and will be of a smaller magnitude than the treasury stock purchase in 2018.

16


Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
Item 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive and Chief Financial Officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, our Chief Executive and Chief Financial Officers concluded that our disclosure controls and procedures as of March 31, 2019 were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive and Chief Financial Officers, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our evaluation of disclosure controls and procedures included an evaluation of certain components of our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION
Item 1. Legal Proceedings.

Under a loan and security agreement dated February 2, 2016, the Company loaned a principal amount of $200,000 to C2Go, Inc. with an interest rate of 10% per annum for a term of 18 months. The loan was secured by a first lien on all assets of C2Go. C2Go defaulted under the note by failing to repay the loan plus interest on August 2, 2017. On December 7, 2017, the Company entered into a note purchase and settlement agreement with C2Go and Mercury Investment Partners LLC. Pursuant to the note purchase and settlement agreement, Mercury Investment Partners agreed to purchase the note and the rights secured by the security agreement with all rights and obligations and to pay to the Company a sum of $200,000 in three installments. The first installment of $50,000 was paid on December 7, 2017. The second installment of $50,000 was due on April 30, 2018, and the remaining amount of $100,000 was due on October 31, 2018. In return, the Company agreed to waive all interest due and payable under the terms of the C2Go loan. Mercury Investment Partners has not paid the amount due April 30, 2018 or the amount due on October 31, 2018. the Company issued a letter of default. The Company agreed to extend the due date of the $50,000 payment due April 30, 2018 to May 16, 2018. $5,000 of the $50,000 due was received on July 5, 2018. On or about August 14, 2018, a notice of default was sent to Mercury Investment Partners. Mercury Investment Partners did not respond to the letter or make payment in full to the Company. On September 4, 2018, the Company filed suit against Mercury Investment Partners in Bexar County District Court. The default judgment against Mercury Investment Partners was granted on December 21, 2018. The Company retained the services of legal counsel to represent the Company in collecting on the judgment. Counsel is preparing the documents to domesticate the Texas judgment.

There are no assurances that the Company will be able to recover the remaining $145,000 principal and there are no assurances there will be any assets for the Company to recover from its lien on all the assets of C2Go if payment in full of the obligation is not made. Due to the uncertainty of the situation and “more likely than not” recognition threshold, the Company recorded a $72,500 loss reserve on the note receivable from June 30, 2018 through September 30, 2018. Given the granting of the default

17


judgment in Texas and the steps underway by legal counsel to domesticate the Texas judgment, the loss reserve has been reduced to $36,250 from December 31, 2018 through March 31, 2019 reflecting a "more likely than not" recognition threshold.

Aside from the lawsuits described above, we may be involved in legal matters arising in the ordinary course of business from time to time. While we believe that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which we are or could become involved in litigation will not have a material adverse effect on our business, financial condition or results of operations.

Item 1A. RISK FACTORS.
There have been no material changes from risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2018 , as filed with the Securities and Exchange Commission on March 27, 2019.

18


Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Securities

We did not issue any unregistered equity securities during the quarter ended March 31, 2019 .

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On November 2, 2016, we announced that our Board of Directors authorized the repurchase of up to $1 million of our common stock from time to time on the open market, in block transactions, or in privately negotiated transactions. On January 9, 2018, the Board of Directors added an additional $2 million to the buyback plan. The funds available at December 31, 2018 were $1,472,284. At March 31, 2019 , $ 1,450,462 is available under the repurchase plan. The program began on November 16, 2016 and will be available until all funds are exhausted, or September 29, 2019, unless terminated earlier by us. The program may be used for purchases of stock from employees and directors; and for open-market purchases through a broker. During the three months ended March 31, 2019 , we made the following stock repurchases:

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
January 1 - January 31, 2019
 
 
11,860

 
 
$
1.84

 
 
 
748,434

 
 
$
1,450,462

 
Total
 
 
11,860

 
 
 
 
 
 
 
 
 
 
 
 
 

On January 6, 2019, we repurchased 11,860 of common stock at a closing price on January 6, 2019 of $1.84 per share from Tom Jewell, our Chief Financial Officer to cover taxes due.

On January 8, 2018 and January 9, 2018, we repurchased 397,845 shares for $956,128 in a private transaction at the closing prices on January 8 and January 9, 2018 from employees to cover the respective employee's share of taxes for shares that vested on that day, as approved by our Audit Committee and Board of Directors on the same day, with the respective directors recusing themselves. The share buyback included share purchases from Michael Long, Chairman of the Board, ( $380,342 ), Louis Hoch, President and Chief Executive Officer, ( $380,342 ), and Tom Jewell, Chief Financial Officer, ( $32,650 ), as approved by the Audit Committee of the Board of Directors and the Board of Directors as of January 9, 2018.

Item 3. Defaults Upon Senior Securities.
None.

Item 4. MINE SAFETY DISCLOSURES.
Not applicable.

Item 5. OTHER INFORMATION.

None.


19


Item 6. Exhibits.
Exhibit
 
 
Number
 
Description
 
 
 
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
 
Amendment to Restated Articles of Incorporation  (included as exhibit A to the Schedule 14C filed April 18, 2007, and incorporated herein by reference).
 
 
 
3.3
 
Certificate of Change Filed Pursuant to NRS 78.209  (included as exhibit 3.1 to the Form 8-K filed July 23, 2015, and incorporated herein by reference).
 
 
 
3.4
 
Amended and Restated By-laws  (included as exhibit 3.2 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
 
 
 
10.1
 
Employment Agreement 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).
 
 
 
10.2
 
Employment Agreement 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).
 
 
 
10.3
 
First Amendment to Employment Agreement 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).
 
 
 
10.4
 
First Amendment to Employment Agreement 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).
 
 
 
10.5
 
Second Amendment to Employment Agreement 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).
 
 
 
10.6
 
Second Amendment to Employment Agreement 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).
 
 
 
10.7
 
Bank Sponsorship Agreement 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).
 
 
 
10.8
 
Third Amendment to Employment Agreement 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).
 
 
 
10.9
 
Third Amendment to Employment Agreement 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).
 
 
 
10.10
 
Fourth Amendment to Employment Agreement 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).
 
 
 
10.11
 
Fourth Amendment to Employment Agreement 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).
 
 
 
10.12
 
Asset Purchase Agreement, dated December 22, 2014, by and between Akimbo Financial, Inc. and Payment Data Systems, Inc. (included as exhibit 10.1 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
 
 
 
 
 
 

20


10.13
 
Bank Sponsorship Agreement 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).
 
 
 
10.14
 
Independent Director Agreement, dated April 24, 2015, by and between Payment Data Systems, Inc. and Miguel A. Chapa  (included as exhibit 10.29 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
 
 
 
10.15
 
Loan and Security Agreement, dated February 2, 2016, by and between C2Go, Inc., as Debtor and FiCentive, Inc., as Lender  (included as exhibit 10.1 to the Form 8-K filed February 8, 2016, and incorporated herein by reference).
 
 
 
10.16†
 
Prepaid Card Marketing and Processing Agreement, dated February 2, 2016, by and between FiCentive, Inc. and C2Go, Inc.  (included as exhibit 10.2 to the Form 8-K filed February 8, 2016, and incorporated herein by reference).
 
 
 
10.17
 
Fifth Amendment to Employment Agreement 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).
 
 
 
10.18
 
Fifth Amendment to Employment Agreement 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).
 
 
 
10.19
 
Sixth Amendment to Employment Agreement 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).
 
 
 
10.20
 
Sixth Amendment to Employment Agreement 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).
 
 
 
10.21
 
Employment agreement 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).
 
 
 
10.22
 
Line of Credit Promissory Note, dated March 7, 2017, by and between Singular Payments, LLC, as Borrower and Payment Data Systems, Inc., as Lender (included as exhibit 10.1 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
 
 
 
10.23
 
Security Agreement, dated March 7, 2017, by and between Singular Payments, LLC, as Debtor and Payment Data Systems, Inc., as Secured Party  (included as exhibit 10.2 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
 
 
 
10.24
 
Membership Interest Pledge Agreement, dated March 7, 2017, by and between Vaden Landers as Pledgor and Payment Data Systems, Inc.  (included as exhibit 10.3 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
 
 
 
10.25
 
Guaranty Agreement, dated March 7, 2017, by and between Vaden Landers as Guarantor and Payment Data Systems, Inc.  (included as exhibit 10.4 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
 
 
 
10.26
 
Independent Director Agreement, dated November 11, 2016, by and between Payment Data Systems, Inc. and Steve Huffman  (included as exhibit 10.41 to the Form 10-K, filed April 6, 2017, and incorporated herein by reference).
 
 
 
10.27
 
Independent Director Agreement, dated May 5, 2017, by and between Payment Data Systems, Inc. and Brad Rollins  (included as exhibit 10.1 to the Form 8-K, filed May 11, 2017, and incorporated herein by reference).
 
 
 
10.28
 
Amendment No. 1 to Line of Credit Promissory Note, dated June 6, 2017, by and between Payment Data Systems, Inc. and Singular Payments, LLC  (included as exhibit 10.1 to the Form 8-K, filed June 8, 2017, and incorporated herein by reference).
 
 
 
10.29
 
First Amended and Restated Line of Credit Promissory Note, dated August 2, 2017, by and between Payment Data Systems, Inc. and Singular Payments, LLC  (included as exhibit 10.1 to the Form 8-K, filed August 7, 2017, and incorporated herein by reference).
 
 
 

21


10.30†
 
Membership Interest Purchase Agreement, dated September 1, 2017, by and among Payment Data Systems, Inc., Singular Payments, LLC and Vaden Landers (included as exhibit 10.1 to the Form 8-K, filed September 8, 2017, and incorporated herein by reference).
 
 
 
10.31
 
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).
 
 
 
10.32
 
First Amendment to Employment Agreement, dated November 27, 2017, by and between Payment Data Systems, Inc. and Tom Jewell (included as exhibit 10.1 to the Form 8-K, filed November 28, 2017, and incorporated herein by reference).
 
 
 
10.33
 
Placement Agency Agreement, dated December 21, 2017, by and between Payment Data Systems, Inc. and Maxim Group, LLC  (included as exhibit 10.1 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).
 
 
 
10.34
 
 
 
 
10.35
 
Settlement Agreement, dated December 7, 2017, by and among C2Go. Inc., FiCentive, Inc. and Mercury Investment Partners LLC  (included as exhibit 10.42 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
 
 
 
10.36
 
Lease Agreement dated February 9, 2018 between Payment Data Systems, Inc. and Blauners Paesanos Parkway LP  (included as exhibit 10.43 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
 
 
 
10.37
 
Lease Agreement between Payment Data Systems, Inc. and RP Circle 1 Building, LLC dated December 11, 2017  (included as exhibit 10.44 to the Form 10-K, filed March 30, 2018, 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).
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
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).
 
 
 
†
 
Confidential treatment has been granted for portions of this agreement.

22


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
PAYMENT DATA SYSTEMS, INC
 
 
 
 
 
 
Date: May 15, 2019
By:
/s/ Louis A. Hoch
 
 
Louis A. Hoch
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
Date: May 15, 2019
By:
/s/ Tom Jewell
 
 
Tom Jewell
 
 
Chief Financial Officer
 
 
(Principal Accounting Officer)


23


Exhibit 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
 
I, Louis A. Hoch, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Payment Data Systems, Inc. for the quarter ended March 31, 2019;
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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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: May 15, 2019
 
 
 
By:
/s/ Louis A. Hoch
 
 
Louis A. Hoch
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)





Exhibit 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
 
I, Tom Jewell, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Payment Data Systems, Inc. for the quarter ended March 31, 2019;
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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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: May 15, 2019
 
By:
/s/ Tom Jewell
 
 
Tom Jewell
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)





Exhibit 32.1
 
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Payment Data Systems, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
 
The Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

Date: May 15, 2019
 
 
 
 
By:
/s/ Louis A. Hoch
 
 
 
Louis A. Hoch
 
 
 
Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
Date: May 15, 2019
 
 
 
 
By:
/s/ Tom Jewell
 
 
 
Tom Jewell
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)