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)
|
Title of each class
|
Trading symbol(s)
|
Name on each exchange on which registered
|
Common stock, par value $0.001 per share
|
USIO
|
The Nasdaq Stock Market LLC
|
Large accelerated filer [_]
|
Accelerated filer [_]
|
Non-accelerated filer [X]
|
Smaller reporting company [X]
|
|
Emerging Growth company [__]
|
|
Page
|
|
|
Signatures.
|
|
-
|
The number of core non-cash payments, comprising debit card, credit card, ACH, and check payments, reached 174.2 billion in 2018, an increase of 30.6 billion from 2015. The value of these payments totaled $97.04 trillion in 2018, an increase of $10.25 trillion from 2015.
|
-
|
ACH payments exhibited accelerating growth, increasing 6.0% by number and 7.2% by value from 2015 to 2018.
|
-
|
In 2018, for the first time, the number of ACH payments (16.6 billion) exceeded the number of check payments (14.5 billion). In 2000, in contrast, the number of ACH payments was 2.1 billion compared to 42.6 billion check payments.
|
-
|
Card payments continued to show robust growth from 2015 to 2018, collectively increasing 8.9% per year by number and 8.6% by value up from the 6.8% yearly rate of increase in the 2012 to 2015.
|
-
|
Since 2015, total card payments - the sum of credit card, non-prepaid debit card and prepaid debit card payments - increased 29.7 billion to reach 131.2 billion payments by number and increased $1.56 trillion to reach $7.08 trillion by value in 2018.
|
-
|
Within card payments, there was a surge in prepaid and non-prepaid debit card payments by number relative to credit card payments from 2015 to 2018, a change from previous reporting periods. Prepaid debit card payments had the highest growth rate, by number, at 10.5%, compared with 8.7% for non-prepaid debit card payments and 9.3% for credit card payments from 2015 to 2018.
|
-
|
Remote payments continued to grow as a share of total general-purpose card payments. The number of remote payments increased 20.5% from 2015 to 2018, compared with in-person payments, which grew 5.8%. Over the same period, the value of remote payments increased 14.4%, compared to in-person payments, which increased 4.0%.
|
-
|
Chip authenticated payments accounted for more than half of the value of in-person general-purpose card payments in 2018, compared with 2.0% in 2015.
|
•
|
quality of service;
|
•
|
reliability of service;
|
•
|
ability to evaluate, undertake and manage risk;
|
•
|
ability to offer customized technology solutions;
|
•
|
speed in implementing payment processes;
|
•
|
price and other financial terms; and
|
•
|
multi-channel payment capability.
|
|
akim.bo;
|
|
|
gogreenmastercard.com;
|
|
|
securepds.com;
|
|
akimbocard.com;
|
|
|
innovatewithpurpose.com;
|
|
|
secureusio.com;
|
|
akimbodeals.com;
|
|
|
iremotepay.com;
|
|
|
singularbillpay.com;
|
|
akimbodebit.com;
|
|
|
iremotepay.net;
|
|
|
singularbillpay.net;
|
|
akimboit.com;
|
|
|
iremotepayments.com;
|
|
|
singularpayments.biz;
|
|
akimbonews.com;
|
|
|
iremotepayments.net;
|
|
|
singularpayments.com;
|
|
akimbonow.com;
|
|
|
itshotcard.com;
|
|
|
singularpayments.info;
|
|
akimboprepaid.com;
|
|
|
iwanttopaynow.com;
|
|
|
singularpayments.net;
|
|
bill4u.com;
|
|
|
iwp2019.com;
|
|
|
singularpayments.org;
|
|
billdelivery.com;
|
|
|
iwp2020.com;
|
|
|
stardebit.com;
|
|
billhelp.com;
|
|
|
iwpconference.com;
|
|
|
stocktelevision.com;
|
|
billserv.com;
|
|
|
kindhand.com;
|
|
|
streamprepaid.com;
|
|
billx.com;
|
|
|
merchantmastercard.com;
|
|
|
streamprepaidcard.com;
|
|
billxpress.com;
|
|
|
merchantchamp.com;
|
|
|
thatshotcard.com;
|
|
britneycard.com;
|
|
|
merchantchampion.com;
|
|
|
usio.com:
|
|
cardbillpay.com;
|
|
|
mipromesa.com;
|
|
|
usioach.com:
|
|
carddeposit.com;
|
|
|
myakimbo.com;
|
|
|
usioach.info:
|
|
carmencard.com;
|
|
|
nataliecard.com;
|
|
|
usioach.net;
|
|
celeripay.com;
|
|
|
nsfdebit.com;
|
|
|
usioach.org;
|
|
celeripay.net;
|
|
|
omegabill.com;
|
|
|
usiocard.com
|
|
cityofdawson.net;
|
|
|
oneflatratemerchantaccount.com;
|
|
|
usiocard.info;
|
|
clinicpay.com;
|
|
|
parishiltoncard.com;
|
|
|
usiocard.net;
|
|
creditcardgateway.com;
|
|
|
patientpaytoday.com;
|
|
|
usiocard.org;
|
|
crpds.com;
|
|
|
payfacinabox.com;
|
|
|
usiogive.com;
|
|
danicacard.com;
|
|
|
paymentdata.com;
|
|
|
usiopay.com;
|
|
debitmax.com;
|
|
|
paymentdata.org;
|
|
|
usiopay.info;
|
|
debitpin.com;
|
|
|
paymentrecovery.com;
|
|
|
usiopay.net;
|
|
debitservice.com;
|
|
|
paymentrecoverysystems.com;
|
|
|
usiopay.org;
|
|
doctorezpay.com;
|
|
|
paywithceleri.com;
|
|
|
usioprepaid.com;
|
|
ficentive.com;
|
|
|
paywithceleri.net;
|
|
|
usioprepaid.info;
|
|
fotogiftcards.com;
|
|
|
pdsadmin.com;
|
|
|
usioprepaid.net;
|
|
getusio.com;
|
|
|
pdsnetwork.com;
|
|
|
usioprepaid.org;
|
|
getusio.info;
|
|
|
pftapi.com;
|
|
|
ybill.com;
|
|
getusio.net;
|
|
|
pftgateway.com;
|
|
|
zbill.com;
|
|
getusio.org;
|
|
|
prepaidload.com;
|
|
|
|
|
givecarmen.com;
|
|
|
primacard.com;
|
|
|
|
|
|
High
|
|
|
Low
|
|
||
2019
|
||||||||
First Quarter
|
|
$
|
3.82
|
|
|
$
|
1.67
|
|
Second Quarter
|
|
$
|
3.57
|
|
|
$
|
2.06
|
|
Third Quarter
|
|
$
|
3.45
|
|
|
$
|
1.90
|
|
Fourth Quarter
|
|
$
|
2.38
|
|
|
$
|
1.56
|
|
2018
|
||||||||
First Quarter
|
|
$
|
3.39
|
|
|
$
|
1.43
|
|
Second Quarter
|
|
$
|
2.09
|
|
|
$
|
1.56
|
|
Third Quarter
|
|
$
|
2.05
|
|
|
$
|
1.57
|
|
Fourth Quarter
|
|
$
|
1.90
|
|
|
$
|
1.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||
ASSETS
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
2,137,580
|
|
|
$
|
2,159,698
|
|
|
Accounts receivable, net
|
|
1,274,001
|
|
|
1,214,355
|
|
|||
Settlement processing assets
|
|
38,906,780
|
|
|
44,139,861
|
|
|||
Prepaid card load assets
|
|
528,434
|
|
|
535,479
|
|
|||
Prepaid expenses and other
|
|
183,575
|
|
|
101,722
|
|
|||
Note receivable, net
|
|
—
|
|
|
108,750
|
|
|||
Current assets before merchant reserves
|
|
43,030,370
|
|
|
48,259,865
|
|
|||
Merchant reserves
|
|
10,016,904
|
|
|
12,645,803
|
|
|||
Total current assets
|
|
53,047,274
|
|
|
60,905,668
|
|
|||
|
|
|
|
|
|||||
Property and equipment, net
|
|
1,557,521
|
|
|
1,932,660
|
|
|||
|
|
|
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|||
Intangibles, net
|
|
2,676,427
|
|
|
3,676,427
|
|
|||
Deferred tax asset
|
|
1,394,000
|
|
|
1,394,000
|
|
|||
Operating lease right-of-use assets
|
|
2,480,902
|
|
|
—
|
|
|||
Other assets
|
|
404,055
|
|
|
306,757
|
|
|||
Total other assets
|
|
6,955,384
|
|
|
5,377,184
|
|
|||
|
|
|
|
|
|||||
Total Assets
|
|
$
|
61,560,179
|
|
|
$
|
68,215,512
|
|
|
|
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|||
Current Liabilities:
|
|
|
|
|
|
|
|||
Accounts payable
|
|
$
|
419,849
|
|
|
$
|
308,178
|
|
|
Accrued expenses
|
|
1,360,551
|
|
|
852,717
|
|
|||
Operating lease liabilities, current portion
|
|
356,184
|
|
|
—
|
|
|||
Settlement processing obligations
|
|
38,906,780
|
|
|
44,139,861
|
|
|||
Prepaid card load obligations
|
|
528,434
|
|
|
535,479
|
|
|||
Deferred revenues
|
|
123,529
|
|
|
20,000
|
|
|||
Current liabilities before merchant reserve obligations
|
|
41,695,327
|
|
|
45,856,235
|
|
|||
Merchant reserve obligations
|
|
10,016,904
|
|
|
12,645,803
|
|
|||
Total current liabilities
|
|
51,712,231
|
|
|
58,502,038
|
|
|||
|
|
|
|
|
|||||
Non-current liabilities:
|
|
|
|
|
|||||
Operating lease liabilities, non-current portion
|
|
2,279,613
|
|
|
—
|
|
|||
Deferred rent
|
|
—
|
|
|
79,748
|
|
|||
Total liabilities
|
—
|
|
53,991,844
|
|
|
58,581,786
|
|
||
|
|
|
|
|
|||||
Stockholders' Equity:
|
|
|
|
|
|
|
|||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares issued and outstanding in 2019 and 2018
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|||||
Common stock, $0.001 par value, 200,000,000 shares authorized; 18,224,577 and 17,129,680 issued and 17,104,998 and 16,043,630 outstanding in 2019 and 2018 (see Note 10)
|
|
186,656
|
|
|
185,561
|
|
|||
Additional paid-in capital
|
|
77,055,273
|
|
|
74,568,627
|
|
Treasury stock, at cost; 1,119,579 and 1,086,050 shares in 2019 and 2018 (see Note 10)
|
|
(1,885,452
|
)
|
|
(1,813,546
|
)
|
|||
Deferred compensation
|
|
(5,636,154
|
)
|
|
(6,270,675
|
)
|
|||
Accumulated deficit
|
|
(62,151,988
|
)
|
|
(57,036,241
|
)
|
|||
Total stockholders' equity
|
|
7,568,335
|
|
|
9,633,726
|
|
|||
|
|
|
|
|
|||||
Total Liabilities and Stockholders' Equity
|
|
$
|
61,560,179
|
|
|
$
|
68,215,512
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Revenues
|
|
$
|
28,200,535
|
|
|
$
|
25,024,124
|
|
Cost of services
|
|
22,251,325
|
|
|
19,454,611
|
|
||
Gross profit
|
|
5,949,210
|
|
|
5,569,513
|
|
||
|
|
|
|
|
||||
Selling, general and administrative:
|
|
|
|
|
||||
Stock-based compensation
|
|
1,292,419
|
|
|
1,251,779
|
|
||
Other expenses
|
|
7,697,267
|
|
|
6,216,605
|
|
||
Depreciation and Amortization
|
|
2,022,520
|
|
|
1,875,638
|
|
||
Total operating expenses
|
|
11,012,206
|
|
|
9,344,022
|
|
||
|
|
|
|
|
||||
Operating (loss)
|
|
(5,062,996
|
)
|
|
(3,774,509
|
)
|
||
|
|
|
|
|
||||
Other income:
|
|
|
|
|
|
|
||
Interest income
|
|
81,790
|
|
|
76,551
|
|
||
Other income (expense)
|
|
(32,653
|
)
|
|
(77
|
)
|
||
Other income and (expense), net
|
|
49,137
|
|
|
76,474
|
|
||
|
|
|
|
|
||||
(Loss) before income taxes
|
|
(5,013,859
|
)
|
|
(3,698,035
|
)
|
||
Income taxes
|
|
101,888
|
|
|
77,780
|
|
||
|
|
|
|
|
||||
Net (Loss)
|
|
$
|
(5,115,747
|
)
|
|
$
|
(3,775,815
|
)
|
|
|
|
|
|
||||
(Loss) Per Share
|
|
|
|
|
|
|
||
Basic (loss) per common share:
|
|
$
|
(0.39
|
)
|
|
$
|
(0.31
|
)
|
Diluted (loss) per common share:
|
|
$
|
(0.39
|
)
|
|
$
|
(0.31
|
)
|
Weighted average common shares outstanding (see Note 11)
|
|
|
|
|
|
|
||
Basic
|
|
12,958,067
|
|
|
12,128,816
|
|
||
Diluted
|
|
12,958,067
|
|
|
12,128,816
|
|
|
|
|
|
|
|
Additional Paid - In Capital
|
|
Treasury Stock
|
|
Deferred Compensation
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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, restricted
|
|
5,000
|
|
|
5
|
|
|
7,906
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
7,911
|
|
||||||
Issuance of common stock, employees, restricted
|
|
175,000
|
|
|
175
|
|
|
303,575
|
|
|
—
|
|
|
|
(303,750
|
)
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of common stock under equity incentive plan
|
|
142,112
|
|
|
142
|
|
|
355,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355,760
|
|
||||||||
Reversal of deferred compensation amortization that did not vest
|
|
(66,667
|
)
|
|
(1,060
|
)
|
|
(148,540
|
)
|
|
—
|
|
|
|
144,075
|
|
|
|
—
|
|
|
(5,525
|
)
|
||||||
Warrant compensation cost
|
|
—
|
|
|
—
|
|
|
8,985
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
8,985
|
|
||||||
Deferred compensation amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
901,544
|
|
|
|
—
|
|
|
901,544
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(982,487
|
)
|
|
|
—
|
|
|
|
—
|
|
|
(982,487
|
)
|
||||||
Net (loss) for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,775,815
|
)
|
|
(3,775,815
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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, employees, restricted
|
|
175,000
|
|
|
175
|
|
|
272,825
|
|
|
—
|
|
|
(273,000
|
)
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock under equity incentive plan
|
|
156,667
|
|
|
157
|
|
|
397,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
398,156
|
|
||||||||
Reversal of deferred compensation amortization that did not vest
|
|
(6,000
|
)
|
|
(6
|
)
|
|
(13,254
|
)
|
|
—
|
|
|
13,260
|
|
|
—
|
|
|
—
|
|
||||||||
Warrant compensation cost
|
|
—
|
|
|
—
|
|
|
35,940
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
35,940
|
|
||||||
Deferred compensation amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
894,261
|
|
|
—
|
|
|
894,261
|
|
||||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,906
|
)
|
|
—
|
|
|
—
|
|
|
(71,906
|
)
|
||||||||
Net (loss) for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,115,747
|
)
|
|
(5,115,747
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2019
|
|
18,224,577
|
|
|
$
|
186,656
|
|
|
$
|
77,055,273
|
|
|
$
|
(1,885,452
|
)
|
|
$
|
(5,636,154
|
)
|
|
$
|
(62,151,988
|
)
|
|
$
|
7,568,335
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Operating Activities
|
|
|
|
|
|
|
||
Net (loss)
|
|
$
|
(5,115,747
|
)
|
|
$
|
(3,775,815
|
)
|
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
|
|
|
|
|
|
|
||
Depreciation
|
|
1,022,520
|
|
|
875,638
|
|
||
Amortization
|
|
1,000,000
|
|
|
1,000,000
|
|
||
Provision for loss on note receivable
|
|
108,750
|
|
|
36,250
|
|
||
Non-cash stock-based compensation
|
|
1,292,419
|
|
|
1,251,779
|
|
||
Amortization of warrant costs
|
|
35,940
|
|
|
8,985
|
|
||
Issuance of stock to consultant
|
|
—
|
|
|
7,911
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(59,646
|
)
|
|
(244,681
|
)
|
||
Prepaid expenses and other
|
|
(81,853
|
)
|
|
75,223
|
|
||
Operating lease right-of-use assets
|
|
(2,480,902
|
)
|
|
—
|
|
||
Other assets
|
|
(97,298
|
)
|
|
(149,192
|
)
|
||
Accounts payable and accrued expenses
|
|
619,505
|
|
|
42,574
|
|
||
Operating lease liabilities
|
|
2,635,797
|
|
|
—
|
|
||
Prepaid card load obligations
|
|
(7,045
|
)
|
|
346,802
|
|
||
Merchant reserves
|
|
(2,628,899
|
)
|
|
(2,331,665
|
)
|
||
Deferred revenue
|
|
103,529
|
|
|
20,000
|
|
||
Deferred rent
|
|
(79,748
|
)
|
|
79,748
|
|
||
Net cash (used) by operating activities
|
|
(3,732,678
|
)
|
|
(2,756,443
|
)
|
||
|
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
|
||
Purchases of property and equipment
|
|
(647,383
|
)
|
|
(703,112
|
)
|
||
Repayment of note receivable
|
|
—
|
|
|
5,000
|
|
||
Net cash (used) by investing activities
|
|
(647,383
|
)
|
|
(698,112
|
)
|
||
|
|
|
|
|
||||
Financing Activities
|
|
|
|
|
|
|
||
Proceeds from public offering, net of expenses
|
|
1,793,905
|
|
|
—
|
|
||
Purchases of treasury stock
|
|
(71,906
|
)
|
|
(982,487
|
)
|
||
Net cash (used) provided by financing activities
|
|
1,721,999
|
|
|
(982,487
|
)
|
||
|
|
|
|
|
||||
Change in cash, cash equivalents and merchant reserves
|
|
(2,658,062
|
)
|
|
(4,437,042
|
)
|
||
Cash, cash equivalents, prepaid card loads and merchant reserves, beginning of year
|
|
15,340,980
|
|
|
19,778,022
|
|
||
|
|
|
|
|
||||
Cash, Cash Equivalents, Prepaid Card Load Assets and Merchant Reserves, End of Year
|
|
$
|
12,682,918
|
|
|
$
|
15,340,980
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
|
82,206
|
|
|
49,000
|
|
||
Non-cash transactions:
|
|
|
|
|
||||
Issuance of deferred stock compensation
|
|
273,000
|
|
|
303,750
|
|
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Deferred revenues, beginning of period
|
$
|
20,000
|
|
|
$
|
—
|
|
Deferred revenues, end of period
|
123,529
|
|
|
20,000
|
|
||
Revenue recognized in the period from amounts included in deferred revenues at the beginning of the period
|
$
|
20,000
|
|
|
$
|
—
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
Beginning cash, cash equivalents, prepaid card load assets and merchant reserves:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,159,698
|
|
|
$
|
4,611,877
|
|
Prepaid card load assets
|
|
535,479
|
|
|
188,677
|
|
||
Merchant reserves
|
|
12,645,803
|
|
|
14,977,468
|
|
||
Total
|
|
$
|
15,340,980
|
|
|
$
|
19,778,022
|
|
|
|
|
|
|
||||
Ending cash, cash equivalents, prepaid card load assets and merchant reserves:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,137,580
|
|
|
$
|
2,159,698
|
|
Prepaid card load assets
|
|
528,434
|
|
|
535,479
|
|
||
Merchant reserves
|
|
10,016,904
|
|
|
12,645,803
|
|
||
Total
|
|
$
|
12,682,918
|
|
|
$
|
15,340,980
|
|
|
|
2019
|
|
2018
|
||||
Software
|
|
$
|
4,951,648
|
|
|
$
|
4,340,253
|
|
Equipment
|
|
891,838
|
|
|
856,127
|
|
||
Furniture and fixtures
|
|
444,576
|
|
|
451,779
|
|
||
Leasehold improvements
|
|
170,583
|
|
|
171,616
|
|
||
Total property and equipment
|
|
6,458,645
|
|
|
5,819,775
|
|
||
Less: accumulated depreciation
|
|
(4,901,124
|
)
|
|
(3,887,115
|
)
|
||
Net property and equipment
|
|
$
|
1,557,521
|
|
|
$
|
1,932,660
|
|
|
|
Balance
Beginning of
Year
|
|
Net Charged to
Costs and
Expenses
|
|
Transfers
|
|
Net Write-Off
|
|
Balance End of
Year
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
55,212
|
|
|
$
|
89,613
|
|
|
$
|
—
|
|
|
$
|
(21,660
|
)
|
|
$
|
123,165
|
|
Reserve for processing losses
|
|
374,153
|
|
|
132,000
|
|
|
—
|
|
|
—
|
|
|
506,153
|
|
|||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
61,223
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,011
|
)
|
|
$
|
55,212
|
|
Reserve for processing losses
|
|
172,832
|
|
|
24,000
|
|
|
191,450
|
|
|
(14,129
|
)
|
|
374,153
|
|
|
|
2019
|
|
2018
|
||||
Accrued commissions
|
|
$
|
530,908
|
|
|
$
|
243,317
|
|
Reserve for processing losses
|
|
506,153
|
|
|
374,153
|
|
||
Other accrued expenses
|
|
92,385
|
|
|
47,241
|
|
||
Accrued taxes
|
|
99,850
|
|
|
80,888
|
|
||
Accrued salaries
|
|
131,255
|
|
|
107,118
|
|
||
Total accrued expenses
|
|
$
|
1,360,551
|
|
|
$
|
852,717
|
|
Year ended December 31,
|
|
||
2020
|
$
|
356,184
|
|
2021
|
343,423
|
|
|
2022
|
351,334
|
|
|
2023
|
357,695
|
|
|
2024
|
356,250
|
|
|
Thereafter
|
1,469,679
|
|
|
Total minimum lease payments
|
3,234,565
|
|
|
Less imputed interest
|
(598,768
|
)
|
|
Total lease liabilities
|
$
|
2,635,797
|
|
•
|
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.
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Net operating loss carryforwards
|
|
$
|
10,753,000
|
|
|
$
|
9,504,000
|
|
Depreciation and amortization
|
|
668,000
|
|
|
494,000
|
|
||
Non-cash compensation
|
|
(69,000
|
)
|
|
270,000
|
|
||
Other
|
|
46,000
|
|
|
28,000
|
|
||
Valuation Allowance
|
|
(10,004,000
|
)
|
|
(8,902,000
|
)
|
||
Deferred tax asset
|
|
$
|
1,394,000
|
|
|
$
|
1,394,000
|
|
|
|
2019
|
|
2018
|
||||
Current provision:
|
|
|
|
|
|
|
||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
101,888
|
|
|
77,780
|
|
||
|
|
101,888
|
|
|
77,780
|
|
||
|
|
|
|
|
||||
Deferred provision:
|
|
|
|
|
|
|
||
Federal expense
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Expense for income taxes
|
|
$
|
101,888
|
|
|
$
|
77,780
|
|
|
|
2019
|
|
2018
|
||||
Income tax (benefit) at 21%
|
|
$
|
(1,074,000
|
)
|
|
$
|
(793,000
|
)
|
Change in valuation allowance
|
|
1,102,000
|
|
|
(659,000
|
)
|
||
Permanent and other differences
|
|
(28,000
|
)
|
|
1,452,000
|
|
||
Deferred tax impact of enacted tax rate and law changes
|
|
—
|
|
|
—
|
|
||
Alternative minimum tax and state taxes
|
|
101,888
|
|
|
77,780
|
|
||
|
|
|
|
|
||||
Income tax expense
|
|
$
|
101,888
|
|
|
$
|
77,780
|
|
Stock Awards
|
|
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Contractual
Remaining Life
|
|
Aggregate Intrinsic
Value
|
|||||
Outstanding, December 31, 2018
|
|
3,865,891
|
|
|
$
|
2.27
|
|
|
|
|
|
||
Granted
|
|
175,000
|
|
|
1.56
|
|
|
|
|
|
|||
Vested
|
|
11,111
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
6,000
|
|
|
—
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Outstanding, December 31, 2019
|
|
4,023,780
|
|
|
$
|
2.25
|
|
|
6.11
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Expected to Vest after December 31, 2019
|
|
4,023,780
|
|
|
$
|
2.25
|
|
|
6.11
|
|
$
|
—
|
|
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
|
|
||
Numerator for basic and diluted earnings per share, net (loss) available to common shareholders
|
|
$
|
(5,115,747
|
)
|
|
$
|
(3,775,815
|
)
|
Denominator:
|
|
|
|
|
|
|
||
Denominator for basic (loss) per share, weighted average shares outstanding
|
|
12,958,067
|
|
|
12,128,816
|
|
||
Effect of dilutive securities-stock options and restricted awards
|
|
—
|
|
|
—
|
|
||
Denominator for diluted (loss) per share, adjusted weighted average shares and assumed conversion
|
|
12,958,067
|
|
|
12,128,816
|
|
||
Basic (loss) per common share
|
|
$
|
(0.39
|
)
|
|
$
|
(0.31
|
)
|
Diluted (loss) per common share and common share equivalent
|
|
$
|
(0.39
|
)
|
|
$
|
(0.31
|
)
|
|
|
Year Ended
December 31,
|
||||
|
|
2019
|
|
2018
|
||
Anti-dilutive awards and options
|
|
4,023,780
|
|
|
3,850,725
|
|
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 the Amended and 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
|
|
Articles of Amendment of Restated Articles of Incorporation of Usio, Inc., as amended, effective June 26, 2019 (included as exhibit 3.1 to the Form 8-K filed July 1, 2019, and incorporated herein by reference).
|
|
|
|
3.5
|
|
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 between the Company and Akimbo Financial, Inc., dated December 22, 2014 (included as exhibit 10.1 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
|
|
|
|
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 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).
|
|
|
|
10.15
|
|
Loan and Security Agreement 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).
|
|
|
|
10.16†
|
|
Prepaid Card Marketing and Processing Agreement 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).
|
|
|
|
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 the Company and Tom Jewell, 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 between the Company, as Lender, and Singular Payments, LLC, as Borrower, dated March 7, 2017 (included as exhibit 10.1 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
|
|
|
|
10.23
|
|
Security Agreement between the Company, as Secured Party, and Singular Payments, LLC, as Debtor, dated March 7, 2017 (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 between the Company and Vaden Landers , dated March 7, 2017 (included as exhibit 10.3 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
|
|
|
|
10.25
|
|
Guaranty Agreement between the Company, as Lender, and Vaden Landers, as Guarantor, dated March 7, 2017 (included as exhibit 10.4 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
|
|
|
|
10.26
|
|
Independent Director Agreement 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).
|
|
|
|
10.27
|
|
Amendment No. 1 to Line of Credit Promissory Note 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).
|
|
|
|
10.28
|
|
First Amended and Restated Line of Credit Promissory Note 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).
|
|
|
|
10.29†
|
|
Membership Interest Purchase Agreement among the Company, Singular Payments, LLC and Vaden Landers, dated September 1, 2017 (included as exhibit 10.1 to the Form 8-K, filed September 8, 2017, and incorporated herein by reference).
|
|
|
|
10.30
|
|
Employment Agreement between the Company and Vaden Landers, dated September 1, 2017 (included as exhibit 10.2 to the Form 8-K, filed September 8, 2017, and incorporated herein by reference).
|
|
|
|
10.31
|
|
First Amendment to Employment Agreement between the Company and Tom Jewell, dated November 27, 2017 (included as exhibit 10.1 to the Form 8-K, filed November 28, 2017, and incorporated herein by reference).
|
|
|
|
10.32
|
|
Placement Agency Agreement between the Company and Maxim Group, LLC, dated December 21, 2017 (included as exhibit 10.1 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).
|
|
|
|
10.33
|
|
Share Purchase Agreement among the Company, CVI Investments, Inc., Hudson Bay Maser Fund Ltd., Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Cayman Fund, L.P., dated December 21, 2017 (included as exhibit 10.2 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).
|
|
|
|
10.34
|
|
Settlement Agreement among C2Go. Inc., FiCentive, Inc. and Mercury Investment Partners LLC, dated December 7, 2017 (included as exhibit 10.42 to the Form 10-K filed March 30, 2018, and incorporated herein by reference).
|
|
|
|
10.35
|
|
Lease Agreement between the Company and Blauners Paesanos Parkway LP, dated February 9, 2018 (included as exhibit 10.43 to the Form 10-K filed March 30, 2018, and incorporated herein by reference).
|
|
|
|
10.36
|
|
Lease Agreement between the Company 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).
|
|
|
|
10.37
|
|
Second Amendment to Employment Agreement between the Company and Tom Jewell, dated November 28, 2018 (included as exhibit 10.1 go the Form 8-K filed November 28, 2018, and incorporated herein by reference).
|
|
|
|
10.38
|
|
Placement Agency Agreement between the Company and Maxim Group, LLC, dated February 12, 2019 (included as exhibit 10.1 to the Form 8-K filed February 13, 2019, and incorporated herein by reference).
|
|
|
|
10.39
|
|
Share Purchase Agreement among the Company, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., dated February 12, 2019 (included as exhibit 10.2 to the Form 8-K filed February 13, 2019, and incorporated herein by reference).
|
|
|
|
10.40
|
|
Independent Director Agreement between the Company and Blaise Bender, dated April 1, 2019 (included as exhibit 10.2 to the Form 8-K filed April 3, 2019, and incorporated herein by reference).
|
|
|
|
14.1
|
|
Code of Ethics (included as exhibit 14.1 to the Form 10-Q filed August 14, 2015, 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).
|
|
|
|
21.1
|
|
Subsidiaries of the Company (filed herewith).
|
|
|
|
23.1
|
|
Consent of Akin Doherty Klein & Feuge, P.C. (filed herewith).
|
|
|
|
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.
|
|
Usio, Inc.
|
||
|
|
|
|
Date: March 30, 2020
|
By:
|
/s/ Louis A. Hoch
|
|
|
Louis A. Hoch
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
||
|
|
|
|
Date: March 30, 2020
|
By:
|
/s/ Tom Jewell
|
|
|
Tom Jewell
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Date: March 30, 2020
|
By:
|
/s/ Michael R. Long
|
|
|
Michael R. Long
|
|
|
|
Chairman of the Board
|
||
|
|
|
|
Date: March 30, 2020
|
By:
|
/s/ Tom Jewell
|
|
|
Tom Jewell
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
||
|
|
|
|
Date: March 30, 2020
|
By:
|
/s/ Louis A. Hoch
|
|
|
Louis A. Hoch
|
|
|
|
President, Chief Executive Officer, and Director (Principal Executive Officer
|
||
|
|
|
|
Date: March 30, 2020
|
By:
|
/s/ Blaise Bender
|
|
|
Blaise Bender
|
|
|
|
Director
|
|
|
|
|
|
|
Date: March 30, 2020
|
By:
|
/s/ Miguel A. Chapa
|
|
|
Miguel A. Chapa
|
|
|
|
Director
|
|
|
|
|
|
|
Date: March 30, 2020
|
By:
|
/s/ Bradley Rollins
|
|
|
Bradley Rollins
|
|
|
|
Director
|
|
/s/ Akin, Doherty, Klein & Feuge, P.C.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Usio, Inc. for the year ended December 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 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: March 30, 2020
|
|
|
|
By:
|
/s/ Louis A. Hoch
Louis A. Hoch
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Usio, Inc. for the year ended December 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 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: March 30, 2020
|
|
|
|
By:
|
/s/ Tom Jewell
Tom Jewell
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date: March 30, 2020
|
|
|
|
By:
|
/s/ Louis A. Hoch
Louis A. Hoch
Chief Executive Officer
(Principal Executive Officer)
|
Date: March 30, 2020
|
|
|
|
By:
|
/s/ Tom Jewell
Tom Jewell
Chief Financial Officer
(Principal Financial and Accounting Officer)
|