UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): March 31, 2017
Payment Data Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-30152 | 98-0190072 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 12500 San Pedro, Suite 120, San Antonio, TX 78216 |
| (Address of Principal Executive Offices) (Zip Code) |
(210) 249-4100
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.02. Results of Operations and Financial Condition.
On March 31, 2017, Payment Data Systems, Inc. issued a press release announcing financial results for its fiscal quarter and year ended December 31, 2016. The full text of the press release is furnished as Exhibit 99.1. The information furnished therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section.
FORWARD-LOOKING STATEMENTS DISCLAIMER
This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to its future activities or future events or conditions. The words “continue,” “will,” “bring,” “believe,” “estimate,” “expect,” “intend,” “plan,” “expand,” “should,” “likely,” and similar expressions as they relate to us or our management are intended to identify these forward-looking statements. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including risks related to risks related to the to the closing of the proposed Singular acquisition, the realization of the anticipated opportunities from the proposed Singular acquisition, management of the Company’s growth, the loss of key resellers, the relationships with the Automated Clearinghouse network, bank sponsors, third-party card processing providers and merchants, the loss of key personnel, growing competition in the electronic commerce market, the security of the Company’s software, hardware and information, and compliance with complex federal, state and local laws and regulations, and other risks detailed from time to time in its filings with the SEC, including those risks discussed in the Company’s Annual Report on Form 10-K and in other documents that it files from time to time with the SEC. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date as of which such statement was made.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release issued by Payment Data Systems, Inc., dated March 31, 2017.
SIGNATURE
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 hereunto duly authorized.
| Payment Data Systems, Inc. | ||
| Date: March 31, 2017 | By: | /s/ Louis A. Hoch |
| Louis A. Hoch | ||
| Chief Executive Officer and President | ||
Exhibit 99.1
Payment Data Systems Announces Fourth Quarter and Year End 2016 Results
- Payments Processed Exceed $2.9 Billion in 2016 -
SAN ANTONIO, Texas, March 31, 2017 (GLOBE NEWSWIRE) -- Payment Data Systems, Inc. (NASDAQ:PYDS), an integrated electronic payment solutions provider, today announced financial results for the fourth quarter and year ended December 31, 2016.
Fourth Quarter 2016 Financial and Operating Summary
1 See Reconciliation of GAAP Operating Income to Adjusted EBITDA in the accompanying financial tables
Year Ended December 31, 2016 Financial and Operating Summary
2 See Reconciliation of GAAP Operating Income to Adjusted EBITDA in the accompanying financial tables
“In 2016 we took strong actions to increase revenues and drive future growth, and we expect these efforts to yield favorable results this year,” said President and CEO Louis Hoch. “Despite lower than anticipated revenues last year, we produced positive operating cash flow and adjusted EBITDA, and we were pleased to achieve the third highest annual levels of dollars processed since our Company’s inception. Throughout 2016, our unwavering focus on long-term value creation delivered standout innovations for our ACH, credit card, and prepaid platforms. These included a new client facing web application that allows customers to more easily manage their payments, an Apple iOS software development kit that enables developers to easily integrate payment acceptance into their apps, real-time provisioning to mobile wallets, and instantaneous issuance and delivery of digital gift and incentive cards. Diversification of our customer verticals was another top priority, and during the third quarter we completed the integration of our payments gateway into various debit networks to enable our new PIN-less debit services. We believe we have a significant runway ahead for this new product as we expand our coverage nationwide and cultivate a rich sales pipeline that is larger than ever before.
“Our balance sheet remains strong, with $4.1 million of cash as of December 31st, and we remain debt free. This positions us well to continue our focus on accelerated sales and marketing campaigns for our key revenue generating initiatives. At the same time, we intend to continue to evaluate and consider strategic acquisitions that would enhance or bring additional products and services to our current model as well as portfolio acquisitions at accretive multiples. We look forward to an exciting year as we forge ahead toward a return to top-line growth.”
Financial Results
Three Months Ended December 31, 2016
Revenues of $2.9 million decreased 21.1% compared to $3.7 million for the fourth quarter of 2015. The decline was due to lower ACH and debit card processing fees. This was offset somewhat by the new PIN-less debit product which was launched in October 2016, as well an increase in debit card processing fees.
Gross margin of $0.9 million, or 30.7% of revenues, compared to $1.3 million, or 35.8% of revenues, in the corresponding prior-year period. The decline in gross margin was due, in part, from the Company’s investment in its prepaid business.
Operating loss was $284,043, compared to operating income of $136,992 in the fourth quarter of 2015, reflecting lower gross margin as well as higher selling, general and administrative expenses, including higher non-cash compensation expense, to support the Company’s growth strategy.
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization adjusted for non-recurring and non-cash items) was $204,876 compared with $670,627 in the fourth quarter of 2015.
Net loss was $243,382, or $0.03 per basic and diluted share, compared to a net gain of $164,842, or $0.01 per diluted share in the fourth quarter of 2015, reflecting lower revenue base and higher expenses in the fourth quarter of 2016.
Year Ended December 31, 2016
Revenues of $12.1 million were down from $14.4 million in 2015, driven primarily by decreased ACH and credit card transaction volumes.
Gross margin declined 23.8% to $3.8 million, or 31.3% of revenues, from $5.0 million, or 34.5% of revenue in 2015.
Operating loss was $1.4 million, compared to operating income of $946,877 a year ago, reflecting lower gross margin and higher selling, general and administrative expenses, including higher non-cash stock compensation expense.
Adjusted EBITDA was $0.6 million, compared to $2.9 million in 2015.
Net loss was $1.2 million, or $0.15 per basic and diluted share, compared to net income of $1.0 million, or $0.08 per diluted share in 2015.
Balance Sheet
At December 31, 2016, the Company had $4.1 million of cash and cash equivalents and no debt.
Conference Call and Webcast
Payment Data Systems, Inc.’s management will host a conference call with a live webcast today at 5:00 p.m. Eastern Time to provide a business update.
Individuals interested in dialing in to the conference call may do so by dialing (844) 883-3890 for U.S. participants and (412) 317-9246 for participants outside the U.S., referencing “Payment Data Systems”. The call may also be accessed via webcast on the Company’s website at www.paymentdata.com/invest.
A replay of the call will be available through Friday, April 14, 2017 by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (international), using the passcode 10103841.
About Non-GAAP Financial Measures
This press release includes non-GAAP financial measures, EBITDA and adjusted EBITDA, as defined in Regulation G of the Securities and Exchange Act of 1934, as amended. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP measures provides investors with financial measures it uses in the management of its business. The Company defines EBITDA as operating income (loss), before interest, taxes, depreciation and amortization of intangibles. The Company defines adjusted EBITDA as EBITDA, as defined above, plus non-cash stock option costs and certain non-recurring items, such as acquisitions. These measures may not be comparable to similarly titled measures reported by other companies. Management uses EBITDA and adjusted EBITDA as indicators of the Company's operating performance and ability to fund acquisitions, capital expenditures and other investments and, in the absence of refinancing options, to repay debt obligations.
Management believes EBITDA and adjusted EBITDA are helpful to investors in evaluating the Company's operating performance because non-cash costs and other items that management believes are not indicative of its results of operations are excluded. EBITDA and adjusted EBITDA are supplemental non-GAAP measures, which have limitations as an analytical tool. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Non-GAAP financial measures do not reflect a comprehensive system of accounting, may differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies. For a description of our use of EBITDA and adjusted EBITDA, and a reconciliation of EBITDA and adjusted EBITDA to operating income (loss), see the section of this press release titled "Non-GAAP Reconciliation."
About Payment Data Systems, Inc.
Payment Data Systems (NASDAQ:PYDS), a leading integrated payment solutions provider, offers a wide range of payment solutions to merchants, billers, banks, service bureaus, and card issuers. The Company operates credit, debit/prepaid and ACH payment processing platforms to deliver convenient, world-class payment solutions and service to their clients. The strength of the Company lies in its ability to provide tailored solutions for card issuance, payment acceptance, and bill payments as well as its unique technology in the prepaid sector. Payment Data is headquartered in San Antonio, Texas, and has offices in New York, New York; and Long Beach, California. For additional information please visit www.paymentdata.com. Websites: www.akimbocard.com and www.ficentive.com. Find us on Facebook®.
FORWARD-LOOKING STATEMENTS DISCLAIMER
Except for the historical information contained herein, the matters discussed in this release include certain forward-looking statements, which are intended to be covered by safe harbors. Those statements include, but may not be limited to, all statements regarding management’s intent, belief and expectations, such as statements concerning the Company’s future and operating and growth strategy. These forward-looking statements are identified by the use of words such as “believe,” “intend,” “continue” and “expect” among others. Forward-looking statements in this press release are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including the management of the Company’s growth, the loss of key resellers, the relationships with the Automated Clearinghouse network, bank sponsors, third-party card processing providers and merchants, the loss of key personnel, growing competition in the electronic commerce market, the security of the Company’s software, hardware and information, and compliance with complex federal, state and local laws and regulations, and other risks detailed from time to time in its filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2016. One or more of these factors have affected, and in the future, could affect the Company’s businesses and financial results in the future and could cause actual results to differ materially from plans and projections. Management believes that the assumptions underlying the forward-looking statements included in this release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s objectives and plans will be achieved. All forward-looking statements made in this release are based on information presently available to management. Management assumes no obligation to update any forward-looking statements, except as required by law.
(Financial Tables Follow)
| PAYMENT DATA SYSTEMS, INC. | |||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | December 31, | December 31, | ||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| Revenues | $ | 2,890,332 | $ | 3,662,781 | $ | 12,076,358 | $ | 14,380,459 | |||||||
| Operating expenses: | |||||||||||||||
| Cost of services | 2,002,282 | 2,350,453 | 8,293,354 | 9,417,334 | |||||||||||
| Selling, general and administrative: | |||||||||||||||
| Stock-based compensation | 479,188 | 309,586 | 1,314,778 | 1,275,130 | |||||||||||
| Cancellation of stock-based compensation | (216,333 | ) | - | (261,208 | ) | (163,936 | ) | ||||||||
| Other expenses | 683,174 | 641,701 | 3,188,407 | 2,408,686 | |||||||||||
| Depreciation and amortization | 226,064 | 224,049 | 901,600 | 496,368 | |||||||||||
| Total operating expenses | 3,174,375 | 3,525,789 | 13,436,931 | 13,433,582 | |||||||||||
| Operating income (loss) | (284,043 | ) | 136,992 | (1,360,573 | ) | 946,877 | |||||||||
| Other income: | |||||||||||||||
| Interest income | 24,584 | 20,550 | 97,322 | 79,005 | |||||||||||
| Other income (expense) | 2,077 | 7,300 | 99,277 | 65,491 | |||||||||||
| Other income (expense), net | 26,661 | 27,850 | 196,599 | 144,496 | |||||||||||
| Income (loss) before income taxes | (257,382 | ) | 164,842 | (1,163,974 | ) | 1,091,373 | |||||||||
| Income taxes (benefit) expense | (14,000 | ) | - | 32,668 | 75,285 | ||||||||||
| Net Income (Loss) | $ | (243,382 | ) | $ | 164,842 | $ | (1,196,642 | ) | $ | 1,016,088 | |||||
| Earnings (Loss) Per Share | |||||||||||||||
| Basic earnings (loss) per common share: | $ | (0.03 | ) | $ | 0.02 | $ | (0.15 | ) | $ | 0.14 | |||||
| Diluted earnings (loss) per common share: | $ | (0.03 | ) | $ | 0.01 | $ | (0.15 | ) | $ | 0.08 | |||||
| Weighted average common shares outstanding | |||||||||||||||
| Basic | 8,015,875 | 7,437,662 | 7,838,197 | 7,389,177 | |||||||||||
| Diluted | 8,015,875 | 11,988,180 | 7,838,197 | 11,988,180 | |||||||||||
| PAYMENT DATA SYSTEMS, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| Year Ended | Year Ended | |||||||
| December 31, 2016 | December 31, 2015 | |||||||
| Operating Activities | ||||||||
| Net income (loss) | $ | (1,196,642 | ) | $ | 1,016,088 | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation | 738,461 | 466,606 | ||||||
| Amortization | 163,139 | 29,762 | ||||||
| Goodwill | 5,777 | - | ||||||
| Non-cash stock based compensation | 1,314,778 | 1,275,130 | ||||||
| Cancellation of stock based compensation | (261,208 | ) | (163,936 | ) | ||||
| Deferred income tax (benefit) | - | - | ||||||
| Issuance of stock to consultant | 51,700 | - | ||||||
| Issuance of stock to Akimbo to settle Indemnification liability | 419,221 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 227,634 | (98,174 | ) | |||||
| Prepaid expenses and other | 7,089 | (19,860 | ) | |||||
| Other assets | 2,041 | 1,263 | ||||||
| Accounts payable and accrued expenses | (623,552 | ) | (416,920 | ) | ||||
| Net cash provided by operating activities | 848,438 | 2,089,959 | ||||||
| Investing Activities | ||||||||
| Purchases of property and equipment | (155,551 | ) | (785,571 | ) | ||||
| Note receivable | (200,000 | ) | - | |||||
| Net cash (used) by investing activities | (355,551 | ) | (785,571 | ) | ||||
| Financing Activities | ||||||||
| Purchases of treasury stock | (431,755 | ) | (48,237 | ) | ||||
| Net cash (used) by financing activities | (431,755 | ) | (48,237 | ) | ||||
| Change in cash and cash equivalents | 61,132 | 1,256,151 | ||||||
| Cash and cash equivalents, beginning of year | 4,059,606 | 2,803,455 | ||||||
| Cash and Cash Equivalents, End of Year | $ | 4,120,738 | $ | 4,059,606 | ||||
| Supplemental Disclosures | ||||||||
| Cash paid for interest | - | - | ||||||
| Cash paid for income taxes | $ | 48,164 | $ | 32,369 | ||||
| RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||||||||||
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Reconciliation from Operating Income to Adjusted EBITDA: | ||||||||||||||||
| Operating Income | $ | (284,043 | ) | $ | 136,992 | $ | (1,360,573 | ) | $ | 946,877 | ||||||
| Depreciation and amortization | 226,064 | 224,049 | 901,600 | 496,368 | ||||||||||||
| EBITDA | (57,979 | ) | 361,041 | (458,973 | ) | 1,443,245 | ||||||||||
| Expenses related to NASDAQ uplisting and reverse stock split | - | - | - | 315,903 | ||||||||||||
| Acquisition Costs | - | - | - | 20,000 | ||||||||||||
| Non-cash stock-based compensation expense, net | 262,855 | 309,586 | 1,053,570 | 1,111,194 | ||||||||||||
| Adjusted EBITDA | $ | 204,876 | $ | 670,627 | $ | 594,597 | $ | 2,890,342 | ||||||||
| Calculation of Adjusted EBITDA margins: | ||||||||||||||||
| Revenues | $ | 2,890,332 | $ | 3,662,781 | $ | 12,076,358 | $ | 14,380,459 | ||||||||
| Adjusted EBITDA | 204,876 | 670,627 | 594,597 | 2,890,342 | ||||||||||||
| Adjusted EBITDA Margins | 7.1 | % | 18.3 | % | 4.9 | % | 20.1 | % | ||||||||
Investor Contact:
Allyson Pooley
Financial Profiles
PYDS@finprofiles.com