Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FormFORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2020March 31, 2021

 

or

 

o 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 001-38623

 

PAYSIGN, INC.

(Exact name of registrant as specified in its charter)

 

Nevada95-4550154
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)

 

2615 St. Rose Parkway,

Henderson, Nevada 89052

(Address of principal executive offices)

 

(702) 453-2221

(Registrant’s telephone number, including area code)

 

                           N/A                         

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each ClassTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par value per sharePAYS

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

  

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. Yes x No o

 

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). Yes x No o

 

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 oAccelerated filer o
Non-accelerated filer xSmaller reporting company x
 Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 49,546,70750,786,932 shares as of August 12, 2020.May 7, 2021.

 


  

 

 

PAYSIGN, INC.

 

FORM 10-Q REPORT

INDEX

 

PART I. FINANCIAL INFORMATION31
  
Item 1. Financial Statements.31
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.1413
  
Item 3. Quantitative and Qualitative Disclosures about Market Risk.2119
  
Item 4. Controls and Procedures.21
PART II. OTHER INFORMATION.2319
  
Item 1. Legal Proceedings.PART II. OTHER INFORMATION.2320
  
Item 1A. Risk Factors.1. Legal Proceedings.2320
  
Item 1A. Risk Factors.20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.2320
  
Item 6. ExhibitsExhibits..2320
  
SIGNATURES2421

 

 

 

 

 

 

 

2i 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

PAYSIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 June 30,
2020
(Unaudited)
  December 31,
2019
(Audited)
  

March 31,
2021

(Unaudited)

 

December 31,
2020

(Audited)

 
ASSETS                
        
Current assets                
Cash $7,633,149  $9,663,746  $6,559,678  $7,829,453 
Restricted cash  39,921,183   35,908,559   58,773,488   48,100,951 
Accounts receivable  663,584   891,936   635,576   654,859 
Prepaid expenses and other current assets  1,440,621   1,413,208   1,947,984   1,375,364 
Total current assets  49,658,537   47,877,449   67,916,726   57,960,627 
                
Fixed assets, net  1,753,368   937,185   1,841,910   1,849,164 
Intangible assets, net  4,008,794   3,816,232   3,722,642   3,699,033 
Operating lease right-of-use asset  4,526,089      4,218,978   4,324,682 
Deferred tax assets  1,417,179   917,480 
                
Total assets $61,363,967  $53,548,346  $77,700,256  $67,833,506 
                
LIABILITIES AND EQUITY        
        
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities                
Accounts payable and accrued liabilities $1,136,821  $1,523,604  $2,311,685  $2,162,256 
Operating lease, current portion  301,233      325,470   320,636 
Customer card funding  33,845,620   32,723,227   58,773,488   48,100,951 
Total current liabilities  35,283,674   34,246,831   61,410,643   50,583,843 
                
Operating lease liability, long term portion  4,176,314      3,930,395   4,013,598 
                
Total liabilities  39,459,988   34,246,831   65,341,038   54,597,441 
        
Stockholders’ equity        
Preferred stock: $0.001 par value; 25,000,000 shares authorized; none issued and outstanding at June 30, 2020 and December 31, 2019      
Common stock: $0.001 par value; 150,000,000 shares authorized, 49,373,707 and 48,577,712 issued at June 30, 2020 and December 31, 2019, respectively  49,374   48,578 
Commitments and contingencies (Note 8)        
Stockholders' equity        
Preferred stock: $0.001 par value; 25,000,000 shares authorized; none issued and outstanding      
Common stock; $0.001 par value; 150,000,000 shares authorized, 50,750,882 and 50,251,607 issued at March 31, 2021 and December 31, 2020, respectively  50,751   50,252 
Additional paid-in capital  12,594,389   11,577,539   15,135,071   14,388,890 
Treasury stock at cost, 303,450 shares  (150,000)  (150,000)  (150,000)  (150,000)
Retained earnings  9,410,216   8,088,485 
Total Paysign, Inc. stockholders' equity  21,903,979   19,564,602 
Noncontrolling interest     (263,087)
Total equity  21,903,979   19,301,515 
Retained earnings (accumulated deficit)  (2,676,604)  (1,053,077)
Total stockholders' equity  12,359,218   13,236,065 
                
Total liabilities and equity $61,363,967  $53,548,346 
Total liabilities and stockholders' equity $77,700,256  $67,833,506 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

31 

 

 

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS

(UNAUDITED)

 

 Three Months Ended
June 30,
  

Six Months Ended

June 30,
  For the three months ended
March 31,
 
 2020  2019  2020  2019  2021  2020 
Revenues                     
Plasma industry $4,572,439  $6,542,655  $11,915,849  $12,427,232  $5,383,151  $7,343,410 
Pharma industry  1,768,565   2,093,616   4,788,942   3,466,329   882,830   3,020,377 
Other  102,061      314,747      13,447   212,686 
Total revenues  6,443,065   8,636,271   17,019,538   15,893,561   6,279,428   10,576,473 
                        
Cost of revenues  3,138,350   3,598,038   7,993,870   7,080,174   3,447,622   4,855,520 
                        
Gross profit  3,304,715   5,038,233   9,025,668   8,813,387   2,831,806   5,720,953 
                        
Operating expenses                        
Selling, general and administrative  3,401,501   3,012,972   7,228,825   5,717,921   3,864,986   3,827,324 
Loss on abandonment of assets  42,898      42,898    
Depreciation and amortization  506,477   395,510   1,008,853   729,271   595,848   502,376 
Total operating expenses  3,950,876   3,408,482   8,280,576   6,447,192   4,460,834   4,329,700 
                        
Income (loss) from operations  (646,161)  1,629,751   745,092   2,366,195   (1,629,028)  1,391,253 
                        
Other income                        
Interest income  3,130   131,812   65,291   250,985   7,101   62,161 
Total other income  3,130   131,812   65,291   250,985 
                        
Income (loss) before income tax provision (benefit) and noncontrolling interest  (643,031)  1,761,563   810,383   2,617,180 
                
Income (loss) before income tax provision (benefit)  (1,621,927)  1,453,414 
Income tax provision (benefit)  (423,797)  23,276   (511,348)  7,786   1,600   (87,551)
                        
Net income (loss) before noncontrolling interest  (219,234)  1,738,287   1,321,731   2,609,394 
                
Net loss attributable to noncontrolling interest     504      1,068 
                
Net income (loss) attributable to Paysign, Inc. $(219,234) $1,738,791  $1, 321,731  $2,610,462 
Net income (loss) $(1,623,527) $1,540,965 
                        
Net income (loss) per share                        
Basic $0.00  $0.04  $0.03  $0.06  $(0.03) $0.03 
Diluted $0.00  $0.03  $0.02  $0.05  $(0.03) $0.03 
                        
Weighted average common shares                        
Basic  49,015,686   47,310,209   48,864,424   47,136,608   50,351,971   48,713,163 
Diluted  54,396,850   54,967,595   54,542,458   54,739,483   50,351,971   54,688,066 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

42 

 

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

  Stockholders' Equity Attributable to Paysign, Inc.       
        Additional  Treasury     Non-    
  Common Stock  Paid-in  Stock  Retained  controlling  Total 
  Shares  Amount  Capital  Amount  Earnings  Interest  Equity 
Balance, December 31, 2019  48,577,712  $48,578  $11,577,539  $(150,000) $8,088,485  $(263,087) $19,301,515 
                             
Issuance of stock for previously vested stock-based compensation  428,558   428   (428)            
Exercise of stock options  10,000   10   23,990            24,000 
Stock-based compensation        724,183            724,183 
Dissolution of Paysign, Ltd. Subsidiary        (263,087)        263,087    
Net income              1,540,965      1,540,965 
Balance, March 31, 2020  49,016,270   49,016   12,062,197   (150,000)  9,629,450      21,590,663 
                             
Issuance of stock for previously vested stock-based compensation  337,437   338   (338)            
Repurchase of employee common stock for taxes withheld        (245,425)           (245,425)
Stock-based compensation        600,775            600,775 
Issuance of stock for acquisition of contract assets  20,000   20   177,180            177,200 
Net loss              (219,234)     (219,234)
Balance, June 30, 2020  49,373,707  $49,374  $12,594,389  $(150,000) $9,410,216  $  $21,903,979 

  Stockholders' Equity Attributable to Paysign, Inc.       
        Additional  Treasury     Non-    
  Common Stock  Paid-in  Stock  Retained  controlling  Total 
  Shares  Amount  Capital  Amount  Earnings  Interest  Equity 
Balance, December 31, 2018  46,440,765  $46,441  $8,620,144  $(150,000) $579,582  $(206,930) $8,889,237 
                             
Issuance of stock for previously vested stock-based compensation  291,147   291   (291)            
Stock-based compensation        646,710            646,710 
Net income (loss)              871,671   (564)  871,107 
Balance, March 31, 2019  46,731,912   46,732   9,266,563   (150,000)  1,451,253   (207,494)  10,407,054 
                             
Issuance of stock for previously vested stock-based compensation  825,000   825   (825)            
Stock-based compensation        567,910            567,910 
Net income (loss)              1,738,791   (504)  1,738,287 
Balance, June 30, 2019  47,556,912  $47,557  $9,833,648  $(150,000) $3,190,044  $(207,998) $12,713,251 

See accompanying notes to unaudited condensed consolidated financial statements.

5

 

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ EQUITY

(UNAUDITED)

 

  Common Stock  

Additional

Paid-in

  

Treasury

Stock

  Accumulated  Total Stockholders’ 
  Shares  Amount  Capital  Amount  Deficit  Equity 
Balance, December 31, 2020  50,251,607  $50,252  $14,388,890  $(150,000) $(1,053,077) $13,236,065 
                         
Issuance of stock for previously vested stock-based compensation  466,689   467   (467)         
Exercise of stock options  32,586   32   110,434         110,466 
Stock-based compensation        636,214         636,214 
Net loss              (1,623,527)  (1,623,527)
                         
Balance, March 31, 2021  50,750,882  $50,751  $15,135,071  $(150,000) $(2,676,604) $12,359,218 

 

  Six Months Ended
June 30,
 
  2020  2019 
Cash flows from operating activities:        
Net income attributable to Paysign, Inc. $1,321,731  $2,610,462 
Adjustments to reconcile net income attributable to Paysign, Inc. to net cash provided by operating activities:        
Net loss in noncontrolling interest     (1,068)
Depreciation and amortization  1,008,854   729,271 
Stock-based compensation  1,324,958   1,214,620 
Loss on abandonment of assets  42,898    
Amortization of lease right-of use asset  59,889    
Deferred income taxes  (499,699)   
Changes in operating assets and liabilities:        
Accounts receivable  228,352   (611,589)
Prepaid expenses and other current assets  (85,801)  208,608 
Accounts payable and accrued liabilities  (259,626)  (321,630)
Customer card funding  1,122,393   14,362,643 
Net cash provided by operating activities  4,263,949   18,191,317 
         
Cash flows from investing activities:        
Purchase of fixed assets  (1,054,342)  (234,255)
Capitalization of internally developed software  (949,028)  (648,480)
Purchase of intangible assets  (57,127)  (84,885)
Net cash used in investing activities  (2,060,497)  (967,620)
         
Cash flows from financing activities:        
Proceeds from exercise of stock options  24,000    
Repurchase of employee common stock for taxes withheld  (245,425)   
Net cash used in financing activities  (221,425)   
         
Net change in cash and restricted cash  1,982,027   17,223,697 
Cash and restricted cash, beginning of period  45,572,305   31,665,741 
         
Cash and restricted cash, end of period $47,554,332  $48,889,438 
         
Cash and restricted cash reconciliation:        
Cash $7,633,149  $6,289,008 
Restricted cash  39,921,183   42,600,430 
Total cash and restricted cash $47,554,332  $48,889,438 
         
Supplemental cash flow information:        
Operating lease right-of-use asset $4,455,271  $ 
Issuance of stock for asset acquisition $177,200  $ 
Dissolution of noncontrolling interest $263,087  $ 

  Stockholders' Equity Attributable to Paysign, Inc.       
        Additional  Treasury     Non-  Total 
  Common Stock  Paid-in  Stock  Retained  controlling  Stockholders’ 
  Shares  Amount  Capital  Amount  Earnings  Interest  Equity 
Balance, December 31, 2019  48,577,712  $48,578  $11,577,539  $(150,000) $8,088,485  $(263,087) $19,301,515 
                             
Issuance of stock for previously vested stock-based compensation  428,558   428   (428)            
Exercise of stock options  10,000   10   23,990            24,000 
Stock-based compensation        724,183            724,183 
Dissolution of Paysign, Ltd. Subsidiary        (263,087)        263,087    
Net income              1,540,965      1,540,965 
                             
Balance, March 31, 2020  49,016,270  $49,016  $12,062,197  $(150,000) $9,629,450  $  $21,590,663 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

63 

 

 

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  Three Months Ended
March 31,
 
  2021  2020 
Cash flows from operating activities:        
Net income (loss) $(1,623,527) $1,540,965 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
Depreciation and amortization  595,848   502,376 
Stock-based compensation expense  636,214   724,183 
Amortization of lease right-of-use asset  177,465    
Deferred income taxes     (75,902)
Changes in operating assets and liabilities:        
Accounts receivable  19,283   (19,661)
Prepaid expenses and other current assets  (572,620)  32,525 
Accounts payable and accrued liabilities  142,291   475,442 
Operating lease  (142,992)   
Customer card funding  10,672,537   7,569,104 
Net cash provided by operating activities  9,904,499   10,749,032 
         
Cash flows from investing activities:        
Purchase of fixed assets  (124,696)  (953,894)
Capitalization of internally developed software  (473,996)  (485,102)
Purchase of intangible assets  (13,511)  (57,127)
Net cash used in investing activities  (612,203)  (1,496,123)
         
Cash flows from financing activities:        
Proceeds from exercise of stock options  110,466   24,000 
Net cash provided by financing activities  110,466   24,000 
         
Net change in cash and restricted cash  9,402,762   9,276,909 
Cash and restricted cash, beginning of period  55,930,404   45,572,305 
         
Cash and restricted cash, end of period $65,333,166  $54,849,214 
         
Cash and restricted cash reconciliation:        
Cash $6,559,678  $9,424,385 
Restricted cash  58,773,488   45,424,829 
Total cash and restricted cash $65,333,166  $54,849,214 
         
Supplemental cash flow information:        
Dissolution of noncontrolling interest $  $263,087 

See accompanying notes to unaudited condensed consolidated financial statements.

4

PAYSIGN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

  

1.     BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES

 

The foregoing unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2019.2020. In the opinion of management, the unaudited interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

 

The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations.

 

Operating results for the three and six months ended June 30, 2020March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.2021.

 

Impact of COVID-19 Pandemic

 

The outbreak of a novel coronavirus and the incidence of the related disease (COVID-19) starting in late 2019 has continued, spreading throughout the United States and much of the world beginning in the first quarter of 2020. In March 2020, the World Health Organization declared the outbreak as a pandemic. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The COVID-19 outbreak hasand the new stimulus packages signed into law during 2020 and 2021 have had and will continue to have an adverse effect on the Company's results of operations. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

On March 27, 2020, President Trump signed into a law a stimulus package, the Coronavirus Aid, Relief and Economic Security ("CARES") Act, which contains several tax provisions. The new provisions did not have a material impact on the Company’s condensed consolidated financial statements.

 

About Paysign, Inc.

 

Paysign, Inc. (the “Company,” “Paysign,” or “we,” formerly known as 3PEA International, Inc.) is a vertically integrated provider of prepaid card products and processing services for corporate, consumer and government applications. Our payment solutions are utilized by our corporate customers as a means to increase customer loyalty, increase patient adherence rates, reduce administration costs and streamline operations. Public sector organizations can utilize our payment solutions to disburse public benefits or for internal payments. The Company markets prepaid card solutions under our PaySignPaysign® brand. As we are a payment processor and prepaid card program manager, we derive revenue from all stages of the prepaid card lifecycle.

We provide a card processing platform consisting of proprietary systems and software applications based on the unique needs of our programs. We have extended our processing business capabilities through our proprietary PaySignPaysign platform. Through the Paysign platform, we provide a variety of services including transaction processing, cardholder enrollment, value loading, cardholder account management, reporting, and customer service. We design and process prepaid programs that run on the platform through which customers can define the services they wish to offer cardholders. Through the PaySign platform, we provide a variety of services including transaction processing, cardholder enrollment, value loading, cardholder account management, reporting, and customer service.

 

 

 

75 

 

 

The PaySignPaysign brand offers prepaid card based solutions or “card products” for corporate incentive and rewards including, but not limited to rebates and corporate expense, per diem and travel payments,rewards, donor compensation, clinical trials, healthcare reimbursement payments and pharmaceutical co-pay assistance, donor compensationpayment assistance. We have expanded our product offerings to include additional corporate incentive products and clinical trials.demand deposit accounts accessible with a debit card. We plan to further expand our product offering to includeofferings into other prepaid card products such as payroll cards, general purpose re-loadabletravel cards, and others.expense reimbursement cards. Our cards are offered to end users throughsponsored by our relationships withissuing bank issuers.partners.

 

Our proprietary PaySignPaysign platform was built on modern cross-platform architecture and designed to be highly flexible, scalable and customizable. The platform allowsplatform’s flexibility and ease of customization has allowed us to expand our operational capabilities by facilitating our entry into new markets within the prepaid payments space through its flexibility and ease of customization.space. The PaySignPaysign platform delivers cost benefits and revenue building opportunities to our partners.

  

We manage all aspects of the debitprepaid card lifecycle, from managing the card design and approval processes with partners and networks, to production, packaging, distribution, and personalization. We oversee inventory and security controls, renewals, lost and stolen card management and replacement. We deploy a fully staffed, in-house customer service department which utilizes bilingual customer service agents, Interactive Voice Response (IVR), and two-way short message service (SMS) messaging and text alerts.

  

Principles of Consolidation – The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

 

Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, and(ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (iii) the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Restricted Cash – At June 30, 2020March 31, 2021 and December 31, 2019,2020, restricted cash consisted of funds held specifically for our card product programs that are contractually restricted to use. The Company includes changes in restricted cash balances with cash and cash equivalents when reconciling the beginning and ending total amounts in our condensed consolidated statements of cash flows.

 

Fixed Assets – Fixed assets are stated at cost less accumulated depreciation. Depreciation is principally recorded on the straight-line method over the estimated useful liveslife of the assets,asset, which areis generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Leasehold improvements are capitalized and depreciated over the shorter of the remaining lease term or the estimated useful life of the improvements. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

 

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

 

Intangible Assets – For intangible assets, we recognize an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.

 

Intangible assets with a finite lives arelife is amortized on a straight-line basis over theirits estimated useful lives.life.

86 

 

 

Internally Developed Software Costs - Computer software development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include compensation and related expenses, costs of hardware and software, and costs incurred in developing features and functionality.

  

For computer software developed or obtained for internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line method over a three3 to five5 year estimated useful life, beginning in the period in which the software is available for use.

 

Earnings Per Share – Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per common share is computed using the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per common share is computed using the weighted average number of common and common stock equivalent shareshares outstanding during the period, using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. For the three and six months ended June 30, 2020 and 2019 there were no antidilutive common stock equivalent shares to be excluded.

 

Revenue and Expense Recognition – In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606), guidance on recognizing revenue from contracts with customers. The guidance outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the model is that an entity recognizes revenue to portray the transfer of goods and 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 standard also expands disclosure requirements regarding revenue recognition. We adopted this guidance as of January 1, 2018 using the modified retrospective transition method. The adoption of the guidance did not have a material impact on our financial condition and results of operations. The standard also requires new, expanded disclosures regarding revenue recognition.

   

The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contracts with customers; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company generates revenue for therevenues from Plasma industrycard programs through fees generated from cardholder transactions,fees and interchange andfees. Revenues from Pharma card programs are generated through card program management fees. For the Pharma industry, the Company generates revenue fromfees, interchange program management fees, and settlement income. Revenue from cardholder transactions, interchange

Plasma and Pharma card program management is recordedrevenues include both fixed and variable components. Our cardholder fees represent an obligation to the cardholder based on a per transaction basis and recognized at a point in time when the performance obligation is fulfilled. SettlementCard program management fees include an obligation to our card program sponsors and are generally recognized when earned on a monthly basis pursuant to the contract terms which are generally multi-year contracts. Interchange fees are earned when customer-issued cards are processed through card payment networks as the nature of our promise to the customer is that we stand ready to process transactions at the customer’s requests on a daily basis over the contract term. Since the timing and quantity of transactions to be processed by us is not determinable, we view interchange fees to comprise an obligation to stand ready to process as many transactions as the customer requests. Accordingly, the promise to stand ready is accounted for as a single series performance obligation. The company uses the right to invoice practical expedient and recognizes revenue concurrent with the processing of card transactions.

Prior to September 30, 2020, settlement income isfrom Pharma programs was recognized and recorded, after giving consideration to any revenue constraints, ratably throughout the accountprogram lifecycle based on the Company’s estimate of the unspent balances to be remaining on the card at program expiration. During 2020, the Company observed substantially different performance indicators, current trends in the industry regarding program management by third parties, and program lifecycle.new information available in dollar loads and spending patterns compared to historical experience. As a result, the Company changed its estimate of breakage for recognizing settlement income for Pharma programs resulting in the Company constraining revenue on all Pharma programs in accordance with applicable accounting guidance. Based on the change in facts and circumstances during 2020, the Company now utilizes the remote method of revenue recognition for settlement income whereby the unspent balances will be recognized as revenue at the expiration of the cards and the respective program. The Company records all revenue on a gross basis since it is the primary obligor and establishes the price in the contract arrangement with its customers. The Company is currently under no obligation for refunding any fees, or hasand the Company does not currently have any obligations for disputed claim settlements. Given the nature of the Company’s services and contracts, it has no contract assets.

 

7

Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense. 

Operating leases – The Company determines if a contract is or contains a leasing element at contract inception or the date in which a modification of an existing contract occurs. In order for a contract to be considered a lease, the contract must transfer the right to control the use of an identified asset for a period of time in exchange for consideration. Control is determined to have occurred if the lessee has the right to (i) obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) direct the use of the identified asset.

In determining the present value of lease payments at lease commencement date, the Company utilizes its incremental borrowing rate based on the information available, unless the rate implicit in the lease is readily determinable. The liability for operating leases is based on the present value of future lease payments. Operating lease expenses are recorded as rent expense, which is included within selling, general and administrative expenses within the consolidated statements of operations and presented as operating cash outflows within the consolidated statements of cash flows.

Stock-Based Compensation – The Company recognizes compensation expense for all restricted stock and stock option awards. The fair value of restricted stock is measured using the grant date trading price of our stock. The fair value of stock option awards is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

 

9

New Accounting Pronouncements - In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating theadopted this new standard on January 1, 2021 and there was no material impact of the adoption of ASU 2019-12 on its condensed consolidated financial statements.

  

2.     FIXED ASSETS, NET

 

Fixed assets consist of the following:

 

 June 30,
2020
  December 31,
2019
  March 31,
2021
  December 31,
2020
 
Equipment $1,666,607  $2,026,549  $1,981,603  $1,888,640 
Software  180,223   180,223   200,282   200,282 
Furniture and fixtures  801,060   149,684   757,662   752,212 
Website costs  65,071   34,971   67,816   67,816 
Leasehold improvements  70,508   52,894   229,772   203,488 
  2,783,469   2,444,321   3,237,135   3,112,438 
Less: accumulated depreciation  1,030,101   1,507,136   1,395,225   1,263,274 
Fixed assets, net $1,753,368  $937,185  $1,841,910  $1,849,164 

 

Depreciation expense for the three months ended June 30,March 31, 2021 and 2020 was $131,950 and 2019 was $102,933 and $78,994,$92,328, respectively. Depreciation expense for the six months ended June 30, 2020 and 2019 was $195,261 and $138,775, respectively. During the three months ended June 30, 2020 the Company relocated its corporate headquarters and recognized a $42,898 loss on abandonment of assets primarily related to leasehold improvements.

8

 

3.     INTANGIBLE ASSETS, NET

 

Intangible assets consist of the following:

 

 June 30,
2020
  December 31,
2019
  March 31,
2021
  December 31,
2020
 
Trademarks $39,053  $39,053 
Platform  6,547,164   5,598,136  $7,952,415  $7,478,419 
Customer lists and contracts  1,177,200   1,177,200   1,177,200   1,177,200 
Kiosk development     64,802 
Licenses  591,696   534,569   247,793   234,282 
Trademarks  38,186   38,186 
  8,355,113   7,413,760   9,415,594   8,928,087 
Less: accumulated amortization  4,346,319   3,597,528   5,692,952   5,229,054 
Intangible assets, net $4,008,794  $3,816,232  $3,722,642  $3,699,033 

 

Intangible assets are amortized over their useful liveslife ranging from periods of 3 to 515 years. Amortization expense for the three months ended June 30,March 31, 2021 and 2020 was $463,897 and 2019 was $403,544 and 316,516,$410,048, respectively. Amortization expense for the six months ended June 30, 2020 and 2019 was $813,592 and $590,496, respectively.

10

 

4.     LEASE

 

The Company entered into an operating lease for an office space which became effective in June 2020 when the construction was complete and we were given access to occupy the space. The lease term is 10 years from the effective date and allows for two optional extensions of five years each. The two optional extensions are not recognized as part of the right-of-use asset or lease liability since it is not reasonably certain that the Company will extend this lease. As of June 30, 2020,March 31, 2021, the remaining lease term was 109.2 years and the discount rate was 6%. The lease for our previous office space was accounted for as a short-term lease.

 

Operating lease cost included in Selling,selling, general and administrative expenses was $59,889$215,144 for the three and six months ended June 30, 2020.March 31, 2021. Short-term lease cost included in Selling,selling, general and administrative expense was $37,597 and $56,415$82,441 for the three months ended June 30, 2020 and 2019, respectively. Short-term lease cost included in Selling, general and administrative expense was $94,906 and $109,229 for the six months ended June 30, 2020 and 2019, respectivelyMarch 31, 2020.

 

The following is the lease maturity analysis of our operating lease as of June 30, 2020:March 31, 2021:

 

Twelve months ending June 30,March 31,

2021$561,968 
2022 571,968  $571,968 
2023 571,968   571,968 
2024 571,968   571,968 
2025 577,688   571,968 
2026  629,165 
Thereafter 3,149,637   2,669,184 
Total lease payments 6,005,197   5,586,221 
Less: Imputed interest 1,527,650   (1,330,356)
Present value of future lease payments 4,477,547   4,255,865 
Less: current portion of lease liability (301,233)   (325,470)
Long-term portion of lease liability$4,176,314  $3,930,395 

9

 

5.CUSTOMER CARD FUNDING LIABILITY

The Company issues prepaid cards with various provisions for cardholder fees or expiration. Revenue generated from cardholder transactions and interchange fees are recognized when the Company’s performance obligation is fulfilled. Unspent balances left on Pharma cards are recognized as settlement income at the expiration of the cards and the program. Contract liabilities related to prepaid cards represent funds on card and client funds held to be loaded to card before the amounts are ultimately spent by the cardholders or recognized as revenue by the Company. Contract liabilities related to prepaid cards are reported as Customer card funding liability on the condensed consolidated balance sheet.

The opening and closing balances of the Company's contract liabilities are as follows:

  

Three Months Ended

March 31,

 
  2021  2020 
Beginning balance $48,100,951  $32,723,227 
Increase (decrease), net  10,672,537   7,569,104 
Ending balance $58,773,488  $40,292,331 

The amount of revenue recognized during the three months ended March 31, 2021 and 2020 that was included in the opening contract liability for prepaid cards was $1,023,055 and $844,514, respectively.

6.     COMMON STOCK

 

At June 30, 2020,March 31, 2021, the Company's authorized capital stock was 150,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of preferred stock, par value $0.001 per share. On that date, the Company had 49,373,70750,750,882 shares of common stock issued and 50,447,432 shares of common stock outstanding, and no shares of preferred stock outstanding.

 

Stock-based compensation expense related to Company grants for the three and six months ended June 30, 2020March 31, 2021 was $600,775 and $1,324,958, respectively.$636,214. Stock-based compensation expense for the three and six months end June 30, 2019ended March 31, 2020 was $567,910 and $1,214,620, respectively.  $724,183.

 

2021 Transactions: During the three months ended March 31, 2021 the Company also issued 499,275 shares of common stock for vested stock awards and the exercise of stock options and received proceeds of $110,466.

2020 Transactions: During the three and six months ended June 30,March 31, 2020, the Company issued -0- and 500,000 stock options respectively, valued at $2.86 per share that will vest over four years. The assumptions used in the Black Scholes option-pricing model for the 2020 options was a risk-free interest rate of 0.38%, expected volatility of 100%, dividend yield of -0- and thea weighted-average expected life of 5 years. During the three and six months ended June 30, 2020 theThe Company also issued 337,437 and 775,995438,558 shares of common stock respectively, for restrictedvested stock awards previously granted, earned and vested, and for the exercise of vested stock options and received proceeds of $24,000. In addition, for the three months ending June 30, 3020, the Company issued 20,000 shares of common stock related to the acquisition of customer lists and contracts valued at $8.86 per share.

 

 

 

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2019 Transactions: During the three and six months ended June 30, 2019, the Company issued 825,000 and 1,116,147 shares, respectively, of common stock for restricted stock awards previously granted, earned and vested.

6.7.        BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE

 

The following table sets forth the computation of basic and fully diluted net income (loss) per common share.share for the three months ended March 31, 2021 and 2020:

 

 Three Months Ended June 30,  Six Months Ended June 30, 
 2020  2019  2020 2019  2021  2020 
Numerator:                        
Net income (loss) attributable to Paysign, Inc. $(219,234) $1,738,791  $1,321,731  $2,610,462 
Net income (loss) $(1,623,527) $1,540,965 
Denominator:                        
Weighted average common shares:                        
Denominator for basic calculation  49,015,686   47,310,209   48,864,424   47,136,608   50,351,971   48,713,163 
Weighted average effects of potentially diluted common stock:                        
Stock options (calculated using the treasury method)  3,402,441   2,287,387   3,776,221   2,158,289      1,824,903 
Unvested restricted stock grants  1,978,723   5,370,000   1,901,813   5,444,586      4,150,000 
Denominator for fully diluted calculation  54,396,850   54,967,595   54,542,458   54,739,483   50,351,971   54,688,066 
Net income (loss) per common share:                        
Basic $0.00  $0.04  $0.03  $0.06  $(0.03) $0.03 
Fully diluted $0.00  $0.03  $0.02  $0.05  $(0.03) $0.03 

  

Due to the net loss for the three months ended March 31, 2021, the effect of all potential common share equivalents was anti-dilutive, and therefore, all such shares were excluded from the computation of diluted weighted average shares outstanding for the period. The amount of potential common share equivalents excluded were 2,241,014 for stock options and 1,975,000 for unvested restricted stock awards for the three months ended March 31, 2021.

  

12

7.8.        COMMITMENTS AND CONTINGENCIES

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

  

The Company has been named as a defendant in three complaints filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et. al., filed on March 19, 2020 (“Shi”), Lorna Chase v. Paysign, Inc. et. al., filed on March 25, 2020 (“Chase”), and Smith & Duvall v. Paysign, Inc. et. al., filed on April 2, 2020 (collectively, the “Complaints” or “Securities Class Action”). Smith & Duvall v. Paysign, Inc. et.et al. was voluntarily dismissed by the plaintiff on May 21, 2020. On May 18, 2020, the Shi plaintiffs and another entity called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be appointed lead plaintiff. The complaintsComplaints are putative class action lawsuitsactions filed on behalf of a class of persons who acquired the Company’s common stock from March 12, 202019, 2019 through March 15,31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer, and Mark Attinger violated Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts, regarding ourthe Company’s internal control over financial reporting and ourits financial statements. The Complaints seek certification as a class action certification, compensatory damages, and attorney’s fees and costs. On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, has not been served any ofInc. Securities Litigation and appointed the complaintsPaysign Investor Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated action. Defendants filed a Motion to Dismiss the Amended Complaint on March 15, 2021, which is expected to be fully briefed by June 1, 2021. As of the date of this filing, andPaysign cannot give any meaningful probabilityestimate of likely outcome or damages.

 

8.

11

The Company has also been named as a nominal defendant in a stockholder derivative action in the United States District Court for the District of Nevada: Andrzej Toczek, derivatively on behalf of Paysign, Inc. v. Mark, R. Newcomer, et. al., filed on September 17, 2020. This action alleges violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste, largely in connection with the failure to correct information technology controls over financial reporting alleged in the Securities Class Action, thereby causing the Company to face exposure in the Securities Class Action. The derivative complaint also alleges insider trading, violations against certain individual defendants. On December 16, 2020, the Court approved a stipulation staying the action until the Court in the consolidated Securities Class Action issues a ruling on the Motion to Dismiss. As of the date of this filing, Paysign cannot give any meaningful estimate of likely outcome or damages.

9.        RELATED PARTY

 

A member of our Board of Directors is also a partner in a law firm that the Company engages for services to review regulatory filings and various legal matters. The Company incurred legal expense of $96,755 and $115,488$252,836 during the three and six months ended June 30, 2020, respectively,March 31, 2021, with the related party law firm. During each of the three and six months ended June 30, 2019March 31, 2020 the Company incurred legal expense of $24,167$18,733 with the related party law firm.

 

9.10.        INCOME TAX PROVISION (BENEFIT)BENEFIT

 

IncomeThe effective tax rate (income tax benefit as a percentage of income (loss) before income tax benefit) was $423,797 and $511,348(0.1%) for the three and six months ended June 30, 2020, respectively, primarily relatedMarch 31, 2021, as compared to the deferred benefit for stock-based compensation. Income tax provision was $23,726 and $7,786(6.0%) for the three and six months ended June 30, 2019, respectively.March 31, 2020. The effective tax rates vary, primarily as a result of the full valuation on our deferred tax asset in the current year and the tax benefit related to our stock-based compensation and a pretax loss in the prior year period.

 

 

 

 

 

 

 

 

 

 

 

 

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Item 2. Management’s discussion and analysis of financial condition and results of operations.

 

Disclosure Regarding Forward LookingForward-Looking Statements

 

This Quarterly Report on Form 10-Q includes forward lookingforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Forward LookingForward-Looking Statements”). All statements other than statements of historical fact included in this report are Forward LookingForward-Looking Statements. In the normal course of our business, we, in an effort to help keep our shareholders and the public informed about our operations, may from time-to-time issue certain statements, either in writing or orally, that contain, or may contain, Forward LookingForward-Looking Statements. Although we believe that the expectations reflected in such Forward LookingForward-Looking Statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by us, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of our operations are subject to a number of uncertainties, risks and other influences, many of which are outside of our control and any one of which, or a combination of which, could materially affect the results of our proposed operations and whether Forward LookingForward-Looking Statements made by us ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors could cause actual results to differ materially from our expectations are disclosed in this report, including those factors discussed in “Item“Part II - Item 1A. Risk Factors.” All prior and subsequent written and oral Forward LookingForward-Looking Statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from our expectations as set forth in any Forward LookingForward-Looking Statement made by or on behalf of us.

 

Overview

 

We are a vertically integrated provider of prepaid card programsproducts and processing services for corporate, consumer and government applications. Our payment solutions are utilized by our corporate customers as a means to increase customer loyalty, increase patient adherence rates, reduce administration costs and streamline operations. Public sector organizations can utilize our payment solutions to disburse public benefits or for internal payments. We market our prepaid card solutions under our PaySignPaysign® brand. As we are a payment processor and prepaid card program manager, we derive our revenue from all stages of the prepaid card lifecycle.

We provide a card processing platform consisting of proprietary systems and software applications based on the unique needs of our clients. We have extended our processing business capabilities through our proprietary PaySignPaysign platform. Through the PaySignPaysign platform, we provide a variety of services including transaction processing, cardholder enrollment, value loading, cardholder account management, reporting, and customer service. The PaySignPaysign platform was built on a modern cross-platform architecture and designed to be highly flexible, scalable and customizable. The platform has allowed the Company to significantly expand its operational capabilities by facilitating our entry into new markets within the payments space through its flexibility and ease of customization. The PaySignPaysign platform delivers cost benefits and revenue building opportunities to our partners.

 

We have developed prepaid card programs for corporate incentive and rewards including, but not limited to, consumer rebates and rewards, donor compensation, clinical trials, healthcare reimbursement payments and pharmaceutical payment assistance. We have expanded our product offerings to include additional corporate incentive products and demand deposit accounts accessible with a debit card. In the future, we expect to further expand our product offerings into other prepaid card offerings such as payroll cards, travel cards, and expense reimbursement cards. OurAs we do not have our own banking license to issue open-loop prepaid cards for our prepaid card programs, our cards are sponsored byoffered to end users through our issuingrelationships with bank partners.issuers.

 

Our revenues include fees generated from cardholder transactions,fees, interchange, card program management fees, and settlement income. Revenue from cardholder transactions,fees, interchange and card program management fees is recorded when the performance obligation is fulfilled. Settlement income is recorded ratably throughoutat the program lifecycle.expiration of the card program.

 

We have two categories for our prepaid debit cards: (1) corporate and consumer reloadable, and (2) non-reloadable cards.

 

 

 

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Reloadable Cards: These types of cards are generally classified as payroll or considered general purpose reloadable (“GPR”) cards. Payroll cards are issued by an employer to an employee in order to allow the employee to access payroll amounts that are deposited into an account linked to their card. GPR cards can also be issued to a consumer at a retail location or mailed to a consumer after completing an on-line application. GPR cards can be reloaded multiple times with a consumer’s payroll, government benefit, a federal or state tax refund or through cash reload networks located at retail locations. Reloadable cards are generally open loopopen-loop cards as described below.

  

Non-Reloadable Cards: These are generally one-time use cards that are only active until the funds initially loaded to the card are spent. These types of cards are generally used as gift or incentive cards. Normally these types of cards are used for purchase of goods or services at retail locations and cannot be used to receive cash.

 

Both reloadable and non-reloadable cards may be open loop, closed loopopen-loop, closed-loop, or semi-closed loop. Open looprestricted-loop. Open-loop cards can be used to receive cash at ATM locations by PIN; or purchase goods or services by PIN or signature at retail locations virtually anywhere that the network brand (American Express, Discover, MasterCard, Visa, etc.) is accepted. Closed loopClosed-loop cards can only be used at a specific merchant. Semi-closed loopRestricted-loop cards can be used at several merchants, or a defined group of merchants, such as all merchants at a specific shopping mall.

 

The prepaid card market is one of the fastest growing segments of the payments industry in the U.S. This market has experienced significant growth in recent years due to consumers and merchants embracing improved technology, greater convenience, more product choices and greater flexibility. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for certain segments of the population, particularly those without, or who could not qualify for, a checking or savings account.

 

We manage all aspects of the debitprepaid card lifecycle, from managing the card design and approval processes with partners and networks, to production, packaging, distribution, and personalization. We also oversee inventory and security controls, renewals, lost and stolen card management and replacement. We deploy a fully staffed,provide in-house customer service department which utilizesincludes live bilingual customer servicecare representatives staffed 24/7/365. We also run in-house Interactive Voice Response (“IVR”),(IVR) and two-way short message service (“SMS”) messaging.SMS messaging platforms.

 

Currently, we are focusing our marketing efforts on corporate incentive and expense prepaid card products in various market verticals including but not limited to general corporate expense, healthcare related markets including co-pay assistance, clinical trials and donor compensation, loyalty rewards and incentive cards.

 

As part of our continuing platform expansion process, we evaluate current and emerging technologies for applicability to our existing and future software platform. To this end, we engage with various hardware and software vendors in evaluation of various infrastructure components. Where appropriate, we use third-party technology components in the development of our software applications and service offerings. Third-party software may be used for highly specialized business functions, which we may not be able to develop internally within time and budget constraints. Our principal target markets for processing services include prepaid card issuers, retail and private-label issuers, small third-party processors, and small and mid-size financial institutions in the United States and in emerging international markets.Mexico.

  

We have devoted more extensive resources to sales and marketing activities as we have added essential personnel to our marketing and sales team. We sell our products directly to customers in the U.S. but may work with a small number of resellers and third parties in international markets to identify, sell and support targeted opportunities. We have also identified opportunities in the European Union and are pursuing those opportunities.

 

In 2020,2021, we plan to continue to invest additional funds in technology improvements, sales and marketing, customer service, and regulatory compliance. From time to time, we evaluate raising capital as we continue to explore merger and acquisition opportunities and seekenable us to further diversify into new industrymarket verticals. If we do not raise new capital, we believe that we will still be able to expand into new markets using internally generated funds.

 

The outbreak of a novel coronavirus and the incidence of the related disease (COVID-19) starting in late 2019 has continued, spreading throughout the United States and much of the world beginning in the first quarter of 2020. In March 2020, the World Health Organization declared the outbreak as a pandemic. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The COVID-19 outbreak and the new stimulus packages signed into law during 2020 and 2021 have had and will continue to have an adverse effect on the Company's results of operations. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

 

 

 

14

Results of Operations

Three Months Ended March 31, 2021 and 2020

The following table summarizes our consolidated financial results:

  

Three Months Ended

March 31,

(unaudited)

  Variance 
  2021  2020  $  % 
Revenues            
Plasma industry $5,383,151  $7,343,410  $(1,960,259)  (26.7%)
Pharma industry  882,830   3,020,377   (2,137,547)  (70.8%)
Other  13,447   212,686   (199,239)  (93.7%)
Total revenues  6,279,428   10,576,473   (4,297,045)  (40.6%)
Cost of revenues  3,447,622   4,855,520   (1,407,898)  (29.0%)
Gross profit  2,831,806   5,720,953   (2,889,147)  (50.5%)
Gross margin %  45.1%   54.1%         
                 
Operating expenses                
Selling, general and administrative  3,864,986   3,827,324   37,662   1.0% 
Depreciation and amortization  595,848   502,376   93,472   18.6% 
Total operating expenses  4,460,834   4,329,700   131,134   3.0% 
Income (loss) from operations $(1,629,028) $1,391,253  $(3,020,281)  N/A 
                 
Net income (loss) $(1,623,527) $1,540,965  $(3,164,492)  N/A 
Net margin %  (25.9%)  14.6%         

The decrease in total revenues of $4,297,045 for the three months ended March 31, 2021 compared to the same period in the prior year consisted primarily of a $1,960,259 reduction in Plasma revenue and a $2,137,547 reduction in Pharma revenue. The decrease in Plasma revenue was primarily due to a decrease in plasma donations, and, consequently, dollars loaded to cards and cardholder fees, which were significantly impacted by COVID-19 related donation center closures and mobility restrictions. Pharma revenue decreased $2,137,547 primarily due to the constraining of revenue on all Pharma programs for settlement income whereby the unspent balances will be recognized as revenue at the expiration of the cards and the respective program. Pharma programs were also negatively impacted by COVID-19 as new pharmaceutical medicines were delayed and individuals limited their exposure to pharmacies and doctor offices.

Cost of revenues for the three months ended March 31, 2021 decreased $1,407,898 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense. Cost of revenues decreased primarily due to the decline in Plasma transactions as many of the Plasma transaction costs are variable in nature which are provided by third-parties who charge us based on the number of transactions that occurred during the period.

15 

 

Gross profit for the three months ended March 31, 2021 decreased $2,889,147 compared to the same period in the prior year resulting from the reduction in Plasma and Pharma revenue, and the associated cost of sales as described above. The decrease in gross margin resulted from the lower revenue conversion rate and an unfavorable cost of revenue rate variance.

Selling, general and administrative expenses (“SG&A”) for the three months ended March 31, 2021 increased $37,662 or 1.0% compared to the same period in the prior year and consisted primarily of an increase in compensation and benefits of $175,000 related to severance costs in the current year period, an increase in professional services for tax, audit and consultants of $100,000, a decrease in stock-based compensation of $90,000, a decrease in technologies and telecom of $51,000, an increase in rent, utilities, and maintenance of $141,000 related to a new office lease entered into in June 2020, a decrease in travel of $89,000, and a decrease in other operating expenses of $146,000.

Depreciation and amortization expense for the three months ended March 31, 2021 increased $93,472 compared to the same period in the prior year. The increase in depreciation and amortization expense was primarily due to continued capitalization of new software and equipment, continued enhancements to our platform, and new furniture and fixtures and leasehold improvements associated with the new building we moved into in June 2020.

For the three months ended March 31, 2021 we recorded a loss from operations of $1,629,028 representing a net decrease of $3,020,281 in income from operations compared to the same period last year related to the aforementioned factors.

Other income for the three months ended March 31, 2021 decreased $55,060 related to a decrease in interest income primarily from lower average outstanding restricted cash bank balances due to a decline in our Plasma business and better program management by third parties on our Pharma programs.

The effective tax rate was (0.1%) and (6.0%) for the three months ended March 31, 2021 and 2020. The effective tax rates vary, primarily as a result of the full valuation on our deferred tax asset in the current year and the tax benefit related to our stock-based compensation and a pretax loss in the prior year period.

The net loss for the three months ended March 31, 2021 was $1,623,527 compared to net income of $1,540,965 for the three months ended March 31, 2020, a $3,164,492 decrease. The overall change in net income (loss) relates to the aforementioned factors.

 

Key Performance Indicators and Non-GAAP Measures

 

Management reviews a number of metrics to help us monitor the performance of and identify trends affecting our business. We believe the following measures are the primary indicators of our quarterly and annual revenues:

 

Gross Dollar Volume Loaded on Cards – Represents the total dollar volume of funds loaded to all of our prepaid card programs. Our gross dollar volume was $509$277 million and $420$326 million for the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, respectively. We use this metric to analyze the total amount of money moving into our prepaid card programs.

 

Conversion Rates on Gross Dollar Volume Loaded on Cards – Comprised of revenues, gross profit and net profitincome conversion rates of gross dollar volume loaded on cards.cards which are calculated by taking our total revenues, gross profit or net income (loss), respectively, as a numerator and dividing by the gross dollar volume loaded on cards as a denominator. As we derive a number of our financial results from cardholder fees, we utilize these metrics as an indication of the amount of money that is added to cards and will eventually be converted to revenues, gross profit and net income. Our revenue conversion rates for the three months ended June 30,March 31, 2021 and 2020 and 2019 were 3.53%2.27% or 353227 basis points (“bps”), and 4.21%3.24% or 421324 bps, respectively, of gross dollar volume loaded on cards. Our gross profit conversion rates for the three months ended June 30,March 31, 2021 and 2020 and 2019 were 1.81%1.02% or 181102 bps, and 2.45%1.75% or 245175 bps, respectively, of gross dollar volume loaded on cards. Our net profitincome conversion rates for the three months ended June 30,March 31, 2021 and 2020 and 2019 were -0.12%(0.59)% or -12(59) bps, and 0.85%0.47% or 8547 bps, respectively, of gross dollar volume loaded on cards. Our revenue conversion rates for the six months ended June 30, 2020 and 2019 were 3.35% or 335 bps, and 3.78% or 378 bps, respectively, of gross dollar volume loaded on cards. Our gross profit conversion rates for the six months ended June 30, 2020 and 2019 were 1.77% or 177 bps, and 2.10% or 210 bps, respectively, of gross dollar volume loaded on cards. Our net profit conversion rates for the six months ended June 30, 2020 and 2019 were 0.26% or 26 bps, and 0.62% or 62 bps, respectively, of gross dollar volume loaded on cards.

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Management also reviews key performance indicators, such as revenues, gross profit, operational expenses as a percent of revenues, and cardholder participation. In addition, we consider certain non-GAAP (or "adjusted") measures to be useful to management and investors evaluating our operating performance for the periods presented, and provide a financial tool for evaluating our ongoing operations, liquidity and management of assets. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment and investment in new card programs. These adjusted metrics are consistent with how management views our business and are used to make financial, operating and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for revenue, operating income, net income (loss), earnings (loss) per share (basic and diluted) or net cash from operating activities as determined in accordance with GAAP. We consider the following non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, to be key performance indicators:

 

“EBITDA” is defined as earnings before interest, income taxes, and depreciation and amortization expense and "Adjusted EBITDA" reflects the adjustment to EBITDA to exclude stock-based compensation expense and loss on abandonmentexpense. A reconciliation of assets.

  Three Months Ended June 30,  Six Months Ended June 30, 
  2020  2019  2020  2019 
Reconciliation of adjusted EBITDA to net income:            
Net income (loss) attributable to Paysign, Inc. $(219,234) $1,738,791  $1,321,731  $2,610,462 
Income tax provision (benefit)  (423,797)  23,276   (511,348)  7,786 
Interest income  (3,130)  (131,812)  (65,291)  (250,985)
Depreciation and amortization  506,477   395,510   1,008,853   729,271 
EBITDA  (139,684)  2,025,765   1,753,945   3,096,534 
Loss on abandonment of assets  42,898      42,898    
Stock-based compensation  600,775   567,910   1,324,958   1,214,620 
Adjusted EBITDA $503,989  $2,593,675  $3,121,801  $4,311,154 

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Results of Operations

Three Months Ended June 30, 2020 and 2019

The following table summarizes our consolidated financial results:

  Three Months Ended June 30,  Variance 
  2020  2019  $  % 
Revenues                
Plasma industry $4,572,439  $6,542,655  $(1,970,216)  (30.1%)
Pharma Industry  1,768,565   2,093,616   (325,051)  (15.5%)
Other  102,061      102,061   N/A 
Total revenues  6,443,065   8,636,271   (2,193,206)  (25.4%)
Cost of revenues  3,138,350   3,598,038   (459,688)  (12.8%)
Gross profit  3,304,715   5,038,233   (1,733,518)  (34.4%)
Gross margin %  51.3%  58.3%        
                 
Operating expenses                
Selling, general and administrative  3,401,501   3,012,972   388,529   12.9%
Loss on abandonment of assets  42,898      42,898   N/A 
Depreciation and amortization  506,477   395,510   110,967   28.1%
Total operating expenses  3,950,876   3,408,482   542,394   15.9%
Income (loss) from operations $(646,161) $1,629,751  $(2,275,912)  N/A 
                 
Net income (loss) attributable to Paysign, Inc. $(219,234) $1,738,791  $(1,958,025)  N/A 
Net margin %  (3.4%)  20.1%        

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The decrease in total revenues of $2,193,206 compared to the same period in the prior year approximating 25%, consisted of a 30% reduction in Plasma revenue and a 16% reduction in Pharma revenue. This decrease was primarily due to a significant decrease in plasma donations and dollars loaded to card; combined with a smaller decrease in Pharma revenues resulting from lower unspent balances and improved client program management. Both industries were impacted by a novel coronavirus and the incidence of the related disease COVID-19.

Cost of revenues for the three months ended June 30, 2020 decreased $459,688 compared to the same period in the prior year and constituted approximately 49% and 42% of total revenues for the three months ended June 30, 2020 and 2019, respectively. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production costs, customer service and program management expenses, application integration setup, and sales and commission expense. There was a favorable volume variance of $914 thousand due to the decrease in transactions, offset by an unfavorable rate variance of $454 thousand resulting from a decrease in higher margin revenue business.

Gross profit for the three months ended June 30, 2020 decreased $1,733,518 compared to the same period in the prior year resulting from the reduction in revenue aforementioned, and the disproportionate decrease in cost of sales. The decrease of 705 basis points (“bps”) in gross margin resulted from an unfavorable cost of revenue rate variance and a lower revenue conversion rate.

Selling, general and administrative expenses (“SG&A”) for the three months ended June 30, 2020 increased $388,529 or 13% compared to the same period in the prior year and consisted primarily of an increase in staffing and compensation of $329 thousand, technologies and telecom of $87 thousand, and rent of $65 thousand; offset by a decrease in travel of $103 thousand.

During the three months ended June 30, 2020 the Company relocated its corporate headquarters to a neighboring facility and recognized a $42,898 loss on abandonment of assets primarily related to leasehold improvements.

Depreciation and amortization for the three months ended June 30, 2020 increased $110,967 compared to the same period in the prior year. The increase in depreciation and amortization was primarily due to continued capitalization of new technologies and enhancements to our platform.

In the three months ended June 30, 2020, we recorded a loss representing a net decrease in income from operations of $2,275,912.

Other income for the three months ended June 30, 2020 decreased $128,682 related to a decrease in interest income resulting primarily from the reduction beginning in first quarter of 2020 to a near 0% federal funds rate.

Our income tax benefit for the three months June 30, 2020 increased $447,073 compared to the prior year comparable period. The change from prior year is primarily a result of the tax benefit related to our stock-based compensation.

The net income (loss) attributable to Paysign, Inc. forAdjusted EBITDA is provided in the three months ended June 30, 2020 decreased $1,958,025. The overall change in net income (loss) attributable to Paysign, Inc. relates to the aforementioned factors.table below.

 

  

Three Months Ended March 31,

(unaudited)

 
  2021  2020 
Reconciliation of adjusted EBITDA to net income:      
Net income (loss) $(1,623,527) $1,540,965 
Income tax provision (benefit)  1,600   (87,551)
Interest income  (7,101)  (62,161)
Depreciation and amortization  595,848   502,376 
EBITDA  (1,033,180)  1,893,629 
Stock-based compensation  636,214   724,183 
Adjusted EBITDA $(396,966) $2,617,812 

 

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Six Months Ended June 30, 2020 and 2019

The following table summarizes our consolidated financial results:

  

Six Months Ended June 30,

  Variance 
  2020  2019  $  % 
Revenues                
Plasma industry $11,915,849  $12,427,232  $(511,383)  (4.14%)
Pharma Industry  4,788,942   3,466,329   1,322,613   38.2%
Other  314,747      314,747   N/A 
Total revenues  17,019,538   15,893,561   1,125,977   7.1%
Cost of revenues  7,993,870   7,080,174   913,696   12.9%
Gross profit  9,025,668   8,813,387   212,281   2.4%
Gross margin %  53.0%  55.5%        
                 
Operating expenses                
Selling, general and administrative  7,228,825   5,717,921   1,510,904   26.4%
Loss on abandonment of assets  42,898         N/A 
Depreciation and amortization  1,008,853   729,271   279,582   38.3%
Total operating expenses  8,280,576   6,447,192   1,833,384   28.4%
Income from operations $745,092  $2,366,195  $(1,621,103)  (68.5%)
                 
Net income attributable to Paysign, Inc. $1,321,731  $2,610,462  $(1,288,731)  (49.4)%
Net margin %  7.8%  16.4%        

Total revenues for the six months ended June 30, 2020 increased of $1,125,977 compared to the same period in the prior year The increase in revenue approximating 7% was primarily due to an approximate increase of 20% in new card programs year over year, contributing to a strong first quarter, offset primarily due to the effects of COVID-19 in the second quarter.

Cost of revenues for the six months ended June 30, 2020 increased $913,696 compared to the same period in the prior year. Cost of revenues constituted approximately 47% and 45% of total revenues for the six months ended June 30, 2020 and 2019, respectively. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production costs, customer service and program management expenses, application integration setup, and sales and commission expense. Our cost of revenues as a percentage of revenues increased due to an unfavorable rate variance resulting from a change in transaction mix, combined with an unfavorable volume variance.

Gross profit for the six months ended June 30, 2020 increased $212,281 compared to the same period in the prior year. Our overall gross margins were 53% and 55% during the six months ended June 30, 2020 and 2019, respectively, a decrease of 242 bps consistent with the change in cost of revenues as a percent of revenues.

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Selling, general and administrative expenses for the six months ended June 30, 2020 increased $1,510,904 or 26% compared to the same period in the prior year. The increase in SG&A consisted primarily of an increase in staffing and wages of $1,004 thousand, professional services for tax, audit and consultants of $252 thousand, stock-based compensation of $110 thousand and rent of $94 thousand.

During the six months ended June 30, 2020 the Company relocated its corporate headquarters and recognized a $42,898 loss on abandonment of assets primarily related to leasehold improvements.

Depreciation and amortization for the six months ended June 30, 2020 increased $279,582 compared to the same period in the prior year. The increase in depreciation and amortization was primarily due to continued capitalization of new technologies and enhancements to our platform, which we expect to continue as the company continues to grow.

In the six months ended June 30, 2020, income from operations decreased $1,621,103 or 69%.

Other income for the six months ended June 30, 2020 decreased $185,694 related to a decrease in interest income primarily resulting from a significantly lower federal funds rate.

Our income tax provision (benefit) for the six months June 30, 2020 and 2019 was a benefit of $511,348 and a provision of $7,786, respectively. The change from prior year is primarily a result of the tax benefit related to our stock-based compensation.

Net income attributable to Paysign, Inc. for the six months ended June 30, 2020 decreased $1,288,731 or 49%. The overall change in net income attributable to Paysign, Inc. relates to the aforementioned factors.

Liquidity and Capital Resources

 

The following table sets forth the major sources and uses of cash:

 

 Six Months Ended June 30,  

Three months ended March 31,

(unaudited)

 
 2020  2019  2021  2020 
Net cash provided by operating activities $4,263,949  $18,191,317  $9,904,498  $10,749,032 
Net cash used in investing activities  (2,060,497)  (967,620)  (612,202)  (1,496,123)
Net cash used in financing activities  (221,425)   
Net cash provided by financing activities  110,466   24,000 
Net increase in cash and restricted cash $1,982,027  $17,223,697  $9,402,762  $9,276,909 

  

Comparison of SixThree Months Ended June 30,March 31, 2021 and 2020 and 2019

 

During the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, we financed our operations through internally generated funds.

 

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Cash provided by operating activities decreased $13,927,368 in$844,534 for the sixthree months ended June 30, 2020,March 31, 2021, as compared to the same period in the prior year. The decrease is primarily due to the decrease in net income (loss) partially offset by a net increase in cash flows from changes in operating assets and liabilities, particularly the customer card funding liability, offset by decreases related to a $13,240,250 decreaseprepaid expenses, accounts payable and accrued liabilities. The increase in the changecash provided by the customer card funding liability is mainly due to the increase in customer card funding as comparedrestricted cash during the period. The cash flow related to the prior year period.increase in prepaid expenses is due to prepaid insurance premiums in March of 2021 and the cash flow related to an increase in accounts payable and accrued liabilities in March of 2020 is due to the timing of expenditures related to our office relocation.

 

Cash used in investing activities increased $1,092,877 indecreased $883,921 for the sixthree months ended June 30, 2020,March 31, 2021, as compared to the same period in 2019,2020, with the difference primarily attributed to an increasea decrease in fixed assets during the current period. Fixed asset purchases in the prior year period and enhancementswere related to our processing platform.office relocation.

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Cash used inprovided by financing activities was $221,425 inincreased $86,466 for the sixthree months ended June 30, 2020March 31, 2021 as compared to $-0- for the sixthree months ended JuneMarch 30, 2019. In 2020, financing activities consisted2020. The change between periods consists of shares withheld to cover taxes partially offset byan increase in the cash received from exercises of stock options.

  

Sources of Liquidity

 

We believe that our available cash on hand, excluding restricted cash, at June 30, 2020March 31, 2021 of $7,633,149,$6,559,678, along with anticipatedour forecast for revenues and operating profits anticipatedcash flows for the remainder of 2020the year and for 2022, will be sufficient to sustain our operations for the next twelve months.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Critical Accounting Policies and Estimates

 

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

 

The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Our estimates will beare based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Because the Company iswe are a smaller reporting company, it iswe are not required to provide the information called for by this Item.

  

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures.

 

We have evaluated,Disclosure controls and procedures means controls and other procedures that are designed to ensure that the information we are required to disclose in the reports that we file or submit under the supervisionSecurities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer and with participating of other members of management,evaluated 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 of June 30, 2020. Management necessarily applies its judgment in assessing the costs and benefits of those controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.March 31, 2021. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were not effective due to previously reported material weakness in internal control over financial reporting, which were described in Part II, Item 9Aas of our AnnualMarch 31, 2021, the end of the period covered by this Quarterly Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 10-K”).

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Remediation of Material Weakness

We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We continue to implement our remediation plan for the previously reported material weakness in internal control over financial reporting, described in Part II, Item 9A of our 2019 10-K, which includes taking steps to improve the design and methods for testing internal controls, adding resources to carry out such practices, and instituting new procedures for managing system user access and change control. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.10-Q.

  

Changes in Internal Control over Financial Reporting

 

Other thanDuring the changes related to our remediation efforts described above, we madequarter ended March 31, 2021, there have been no changes in our internal controlscontrol over financial reporting that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

2219 

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

  

ThreeThe Company has been named as a defendant in three complaints were filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et. al., filed on March 19, 2020 (“Shi”), Lorna Chase v. Paysign, Inc. et. al., filed on March 25, 2020 (“Chase”), and Smith & Duvall v. Paysign, Inc. et. al., filed on April 2, 2020 (collectively, the “Complaints” or “Securities Class Action”). Smith & Duvall v. Paysign, Inc. et. al. was voluntarily dismissed by the plaintiff on May 21, 2020. On May 18, 2020, the Shi plaintiffs and another entity called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be appointed lead plaintiff. The Complaints are putative class action lawsuits wereactions filed in the United States District Court for the District of Nevada on behalf of a class of persons who acquired the Company’s common stock from March 12, 202019, 2019 through March 15,31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer, and Mark Attinger violated Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts, regarding ourthe Company’s internal control over financial reporting and ourits financial statements. The Complaints seek certification as a class action certification, compensatory damages, and attorney’s fees and costs. On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, Inc. Securities Litigation and appointed the Paysign Investor Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated action. Defendants filed a Motion to Dismiss the Amended Complaint on March 15, 2021, which is expected to be fully briefed by June 1, 2021.

The Company has notalso been served anynamed as a nominal defendant in a stockholder derivative action in the United States District Court for the District of Nevada: Andrzej Toczek, derivatively on behalf of Paysign, Inc. v. Mark, R. Newcomer, et. al., filed on September 17, 2020. This action alleges violations of Section 14(a) of the complaints asExchange Act, breach of fiduciary duty, unjust enrichment, and waste, largely in connection with the date of this filing and cannot give any meaningful probability of outcome or damages.failure to correct information technology controls over financial reporting alleged in the Securities Class Action, thereby causing the Company to face exposure in the Securities Class Action. The derivative complaint also alleges insider trading, violations against certain individual defendants. On December 16, 2020, the Court approved a stipulation staying the action until the Court in the consolidated Securities Class Action issues a ruling on the Motion to Dismiss. 

 

Item 1A. Risk Factors.

 

There have been no material changes with respect to the risk factors disclosed in Part I.I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2019.2020.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the quarter ending June 30, 2020,ended March 31, 2021, we issued, pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, a total of 337,437466,689 shares of common stock for restricted stock shares previously earned and vested as well as 20,00032,586 shares of common stock for the acquisition of contract assets.stock options exercised.

 

Item 6. Exhibits.

 

31.1Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934Certifications
31.2Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934Certifications
32.1Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Certifications
32.2Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Certifications
101.INSXBRL Instance Document
101.SCHXBRL Schema Document
101.CALXBRL Calculation Linkbase Document
101.LABXBRL Label Linkbase Document
101.PREXBRL Presentation Linkbase Document
101.DEFXBRL Definition Linkbase Document
104Cover Page Interactive Data File

 

 

 

 

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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.

 

  
 PAYSIGN, INC.
  
  
Date: August 14, 2020May 12, 2021/s/ Mark Newcomer
 

By: Mark Newcomer, Chief Executive Officer

(principal executive officer)

  
  
Date: August 14, 2020May 12, 2021/s/ Mark AttingerJeff Baker
 

By: Mark Attinger,Jeff Baker, Chief Financial Officer

(principal financial and accounting officer)

 

 

 

 

 

 

 

 

 

 

2421