Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38623 | ||
Entity Registrant Name | PAYSIGN, INC. | ||
Entity Central Index Key | 0001496443 | ||
Entity Tax Identification Number | 95-4550154 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2615 St. Rose Parkway | ||
Entity Address, City or Town | Henderson | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89052 | ||
City Area Code | (702) | ||
Local Phone Number | 453-2221 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | PAYS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 48,247,104 | ||
Entity Common Stock, Shares Outstanding | 52,464,932 | ||
Auditor Firm ID | 659 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Las Vegas, Nevada |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 9,708,238 | $ 7,387,156 |
Restricted cash | 80,189,113 | 61,283,914 |
Accounts receivable, net | 4,680,991 | 3,393,940 |
Other receivables | 1,439,251 | 1,019,218 |
Prepaid expenses and other current assets | 1,699,808 | 1,242,967 |
Total current assets | 97,717,401 | 74,327,195 |
Fixed assets, net | 1,255,292 | 1,642,981 |
Intangible assets, net | 5,656,722 | 4,086,962 |
Operating lease right-of-use asset | 3,614,838 | 3,993,655 |
Total assets | 108,244,253 | 84,050,793 |
Current liabilities | ||
Accounts payable and accrued liabilities | 8,088,660 | 5,765,478 |
Operating lease liability, current portion | 361,408 | 340,412 |
Customer card funding | 80,189,113 | 61,283,914 |
Total current liabilities | 88,639,181 | 67,389,804 |
Operating lease liability, long term portion | 3,311,777 | 3,673,186 |
Total liabilities | 91,950,958 | 71,062,990 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock: $0.001 par value; 25,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock; $0.001 par value; 150,000,000 shares authorized, 52,650,382 and 52,095,382 issued at December 31, 2022 and 2021, respectively | 52,650 | 52,095 |
Additional paid-in capital | 19,137,281 | 16,860,119 |
Treasury stock at cost, 303,450 shares | (150,000) | (150,000) |
Accumulated deficit | (2,746,636) | (3,774,411) |
Total stockholders' equity | 16,293,295 | 12,987,803 |
Total liabilities and stockholders' equity | $ 108,244,253 | $ 84,050,793 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 52,650,382 | 52,095,382 |
Treasury stock shares | 303,450 | 303,450 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenues | $ 38,033,667 | $ 29,464,849 |
Cost of revenues | 17,079,069 | 14,753,042 |
Gross profit | 20,954,598 | 14,711,807 |
Operating expenses | ||
Selling, general and administrative | 17,700,651 | 14,953,322 |
Depreciation and amortization | 2,909,612 | 2,497,918 |
Total operating expenses | 20,610,263 | 17,451,240 |
Income (loss) from operations | 344,335 | (2,739,433) |
Other income | ||
Interest income, net | 790,917 | 28,297 |
Income (loss) before income tax provision | 1,135,252 | (2,711,136) |
Income tax provision | 107,477 | 10,198 |
Net income (loss) | $ 1,027,775 | $ (2,721,334) |
Basic | $ 0.02 | $ (0.05) |
Diluted | $ 0.02 | $ (0.05) |
Weighted average common shares | ||
Basic | 52,048,127 | 50,975,794 |
Diluted | 52,933,255 | 50,975,794 |
Plasma Industry [Member] | ||
Revenues | ||
Total revenues | $ 34,737,640 | $ 25,918,150 |
Pharmaceutical industry [Member] | ||
Revenues | ||
Total revenues | 3,007,140 | 3,361,869 |
Other Revenue [Member] | ||
Revenues | ||
Total revenues | $ 288,887 | $ 184,830 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 50,252 | $ 14,388,890 | $ (150,000) | $ (1,053,077) | $ 13,236,065 |
Beginning balance, shares at Dec. 31, 2020 | 50,251,607 | ||||
Stock issued upon vesting of restricted stock | $ 1,779 | (1,779) | |||
Stock issued upon vesting of restricted stock, shares | 1,778,689 | ||||
Exercise of stock options | $ 64 | 192,077 | 192,141 | ||
Exercise of stock options, shares | 65,086 | ||||
Stock-based compensation | 2,280,931 | 2,280,931 | |||
Net income | (2,721,334) | (2,721,334) | |||
Ending balance, value at Dec. 31, 2021 | $ 52,095 | 16,860,119 | (150,000) | (3,774,411) | 12,987,803 |
Ending balance, shares at Dec. 31, 2021 | 52,095,382 | ||||
Stock issued upon vesting of restricted stock | $ 555 | (555) | |||
Stock issued upon vesting of restricted stock, shares | 555,000 | ||||
Stock-based compensation | 2,277,717 | 2,277,717 | |||
Net income | 1,027,775 | 1,027,775 | |||
Ending balance, value at Dec. 31, 2022 | $ 52,560 | $ 19,137,281 | $ (150,000) | $ (2,746,636) | $ 16,293,295 |
Ending balance, shares at Dec. 31, 2022 | 52,650,382 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,027,775 | $ (2,721,334) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation expense | 2,277,717 | 2,280,931 |
Depreciation and amortization | 2,909,612 | 2,497,918 |
Noncash lease expense | 378,817 | 331,027 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,287,051) | (2,881,843) |
Other receivables | (420,033) | (876,456) |
Prepaid expenses and other current assets | (456,841) | 132,397 |
Accounts payable and accrued liabilities | 2,323,182 | 3,603,222 |
Operating lease liability | (340,413) | (320,636) |
Customer card funding | 18,905,199 | 13,182,963 |
Net cash provided by operating activities | 25,317,964 | 15,228,189 |
Cash flows from investing activities: | ||
Purchase of fixed assets | (105,186) | (328,566) |
Capitalization of internally developed software | (3,801,497) | (2,288,680) |
Purchase of intangible assets | (185,000) | (62,418) |
Net cash used in investing activities | (4,091,683) | (2,679,664) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 0 | 192,141 |
Net cash provided by financing activities | 0 | 192,141 |
Net change in cash and restricted cash | 21,226,281 | 12,740,666 |
Cash and restricted cash, beginning of period | 68,671,070 | 55,930,404 |
Cash and restricted cash, end of period | 89,897,351 | 68,671,070 |
Cash and restricted cash reconciliation: | ||
Cash | 9,708,238 | 7,387,156 |
Restricted cash | 80,189,113 | 61,283,914 |
Total cash and restricted cash | 89,897,851 | 68,671,070 |
Non-cash financing activities | ||
Interest paid | 221 | 4,587 |
Cash paid for taxes | $ 35,949 | $ 4,073 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND HISTORY | 1. DESCRIPTION OF BUSINESS AND HISTORY About Paysign, Inc. Paysign, Inc. (the “Company,” “Paysign,” “we” or “our”) was incorporated on August 24, 1995, and trades under the symbol PAYS on The Nasdaq Stock Market LLC. Paysign is a provider of prepaid card programs, comprehensive patient affordability offerings, digital banking services and integrated payment processing designed for businesses, consumers and government institutions. Headquartered in Nevada, the Company creates customized, innovative payment solutions for clients across all industries, including pharmaceutical, healthcare, hospitality and retail. Impact of COVID-19 Pandemic The coronavirus (“COVID-19”) pandemic, which started in late 2019 and reached the United States in early 2020, continues to significantly impact the economy of the United States and the rest of the world. While the direct disruption appears to have abated due to the availability of vaccines and other factors, the ultimate duration and severity of the pandemic remain uncertain, particularly given the development of new variants that continue to spread, and the economic repercussions are still manifesting themselves. The COVID-19 outbreak caused plasma center closures, and the stimulus packages signed into law during 2020 and 2021 reduced the incentive for individuals to donate plasma for supplementary income. Additionally, labor shortages at plasma donation centers and restrictions preventing Mexican nationals with tourist visas from being compensated for donating plasma, have further impacted donations. Those developments have had an adverse impact on the Company’s historical results of operations. On September 16, 2022, the United States District Court issued a preliminary injunction preventing the United States Customs and Border Protection from continuing to enforce its ban on plasma donations by Mexican nationals. Since then, we have seen an increase in donation activity from Mexican nationals, in our plasma donation centers along the U.S.-Mexico border. Additionally, inflationary pressures for food, gasoline, rent, and other products and services appear to be driving individuals back into the plasma donation centers based upon the increase we experienced in the number of loads per average donation center in the second half of 2022 as compared to all preceding quarters in 2022 and 2021. While we remain cautiously optimistic and have seen improvements in donation activity and our operating results on an aggregated basis, we cannot foresee what potential issues may impact our operating results as new COVID-19 variants continue to evolve. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and variants and around the imposition or relaxation of protective measures, management cannot at this time estimate with reasonable accuracy COVID-19’s further impact on the Company’s results of operations, cash flows or financial condition. Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law in 2020 and the subsequent extension of the CARES Act through September 30, 2021, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company has elected an accounting policy to recognize the government assistance when it is probable that the Company is eligible to receive the assistance and present the credit be as a reduction of the related expense. During the years ended December 31, 2022 and 2021, the Company recorded $ 459,755 876,456 1,296,489 876,456 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Year end Use of Estimates Cash and Cash Equivalents no Restricted Cash Concentrations of Credit Risk 43,516,155 31,828,826 The Company also has a concentration of accounts receivable risk at December 31, 2022 as two Pharma programs each individually representing 35 24 52 17 Fixed Assets 3 to 10 years 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 Intangible assets with a finite life are amortized on a straight-line basis over its estimated useful life, which is generally 3 to 15 years Internally Developed Software Costs - 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 three-year Contract Assets- three to five years Customer Card Funding Fair Value of Financial Instruments The Company determines the fair values of our financial instruments based on the fair value hierarchy established under applicable accounting guidance which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following describes the three-level hierarchy: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. We currently do not have any assets or liabilities in this category. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments for which the determination of fair value requires significant management judgment or estimation. The fair value for such assets and liabilities is generally determined using pricing models, market comparables, discounted cash flow methodologies or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. We currently do not have any assets or liabilities in this category. Earnings Per Share Income Taxes The Company recognizes and measures its unrecognized tax benefits in accordance with FASB ASC No. 740, Income Taxes. Under that guidance, management recognize uncertain tax positions that are “more likely than not” to be sustained if the relevant tax authority were to audit the position with full knowledge of all the relevant facts and other information, including the technical merits of those positions. For those tax positions that meet this threshold, we measure the amount of tax benefit based on the largest amount of tax benefit that has a greater than 50% chance of being realized in a final settlement with the relevant authority. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires a change. Income tax related interest and penalties, if applicable, are accrued within income tax expense. Revenue and Expense Recognition The Company generates revenues from Plasma card programs through fees generated from cardholder fees and interchange fees. Revenues from Pharma card programs are generated through card program management fees, transaction claims processing fees, interchange fees, and settlement income. Plasma and Pharma card program revenues include both fixed and variable components. Cardholder fees represent an obligation to the cardholder based on a per transaction basis and are recognized at a point in time when the performance obligation is fulfilled. Card program management fees and transaction claims processing fees include an obligation to our card program sponsors and are generally recognized when earned on a monthly basis and are typically due within 30 days pursuant to the contract terms which are generally multi-year contracts. The Company uses the output method to recognize card program management fee revenue at the amount of consideration to which an entity has a right to invoice. The performance obligation is satisfied when the services are transferred to the customer which the Company determined to be monthly, as the customer simultaneously receives and consumes the benefit from the Company’s performance. 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 are 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 interchange fee revenue concurrent with the processing of card transactions. Interchange fees are settled in accordance with the card payment network terms and conditions, which is typically within a few days. The Company 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, and the Company does not currently have any obligations for disputed claim settlements. Given the nature of the Company’s services and contracts, generally it has no contract assets. 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 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. Certain lease contracts include obligations to pay for other services, such as maintenance, we account for these other services as a non-lease component of the lease and not considered when accounting for the lease. 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. Leases with an initial term of 12 months or less are not recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term. Stock-Based Compensation Advertising Costs 603,213 227,387 Recently Issued Accounting Pronouncements Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, Codification Improvements to Topic 326, Financial Instruments–Credit Losses, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers (Topic 606) |
FIXED ASSETS, NET
FIXED ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | 3. FIXED ASSETS, NET Fixed assets consist of the following: Schedule of fixed assets December 31, 2022 December 31, 2021 Equipment $ 2,161,424 $ 2,067,834 Software 327,452 315,855 Furniture and fixtures 757,661 757,662 Website costs 69,881 69,881 Leasehold improvements 229,772 229,772 3,546,190 3,441,004 Less: accumulated depreciation 2,290,898 1,798,023 Fixed assets, net $ 1,255,292 $ 1,642,981 Depreciation expense for the year ended December 31, 2022 and 2021 was $ 492,875 534,749 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 4. INTANGIBLE ASSETS, NET Intangible assets consist of the following: Schedule of intangible assets December 31, December 31, Patents and trademarks $ 38,186 $ 38,186 Platform 13,656,014 9,853,823 Customer lists and contracts 1,177,200 1,177,200 Licenses 209,282 209,282 Contract assets 185,000 – 15,265,682 11,278,490 Less: accumulated amortization 9,608,960 7,191,529 Intangible assets, net $ 5,656,722 $ 4,086,962 Amortization expense for the year ended December 31, 2022 and 2021 was $ 2,416,737 1,963,169 Estimated future amortization expense is as follows: Schedule of intangible assets future amortization expense 2023 $ 2,632,326 2024 1,983,463 2025 852,939 2026 92,629 2027 38,986 Thereafter 56,379 Total amortization expense $ 5,656,722 |
LEASE
LEASE | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASE | 5. LEASE The Company entered into an operating lease for an office space which became effective in June 2020. The lease term is 10 two optional extensions of five years each 7.4 6 Operating lease cost included in selling, general and administrative expenses was $ 736,038 623,987 571,968 571,968 The following is the lease maturity analysis of our operating lease as of December 31, 2022: Twelve months ending December 31, Schedule of operating lease liabilities 2023 $ 571,968 2024 571,968 2025 612,006 2026 640,604 2027 640,604 Thereafter 1,548,127 Total lease payments 4,585,277 Less: Imputed interest (912,092 ) Present value of future lease payments 3,673,185 Less: current portion of lease liability (361,408 ) Long-term portion of lease liability $ 3,311,777 |
CUSTOMER CARD FUNDING LIABILITY
CUSTOMER CARD FUNDING LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
CUSTOMER CARD FUNDING LIABILITY | 6. 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 (Note 2). 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. Liabilities related to prepaid cards are reported as customer card funding liability on the consolidated balance sheet. The opening and closing balances of the Company's liabilities are as follows: Schedule of contract liabilities Year Ended December 31, 2022 2021 Beginning balance $ 61,283,914 $ 48,100,951 Increase (decrease), net 18,905,199 13,182,963 Ending balance $ 80,189,113 $ 61,283,914 The amount of revenue recognized during the years ended December 31, 2022 and 2021 that was included in the opening liability for prepaid cards was $ 1,485,005 1,023,055 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | 7. COMMON STOCK At December 31, 2022, the Company’s authorized capital stock was 150,000,000 0.001 25,000,000 0.001 52,650,382 52,346,982 In 2019, the Company’s shareholders approved the 3Pea International, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”), which was approved by the board of directors on July 18, 2018. The Plan permits the Company to issue awards or options to the officers, directors, employees, consultants and other persons who provide services to our company or any related entity. Pursuant to the 2018 Plan, 5,000,000 four or five years ten years four of five years 673,053 The Company issues new shares of common stock upon exercise of stock options or vesting stock awards. Stock-based compensation expense for the years ended December 31, 2022 and 2021 was $ 2,277,717 2,280,931 269,245 6,955,350 1.08 3.83 759,394 4,368,961 1.71 3.65 2022 Transactions: · No · 555,000 2021 Transactions: · 65,086 192,141 · 1,778,689 Stock Options A summary of stock options activity for the years ended December 31, 2022 and 2021 is presented as follows: Schedule of option activity Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding at December 31, 2020 2,687,700 $ 2.30 Granted – – Exercised (65,086 ) 2.95 Forfeited/expired (702,614 ) 3.40 Outstanding at December 31, 2021 1,920,000 $ 1.87 6.54 $ 351,000 Granted – – Exercised – – Forfeited/expired (80,500 ) 3.18 Outstanding at December 31, 2022 1,839,500 $ 1.81 5.62 $ 1,718,910 Exercisable at December 31, 2022 1,661,100 $ 1.64 5.50 $ 1,708,398 A summary of unvested options activity for the years ended December 31, 2022 and 2021 was as follows: Schedule of unvested option activity Weighted- Average Grant Date Shares Fair Value Unvested at December 31, 2020 1,791,600 $ 2.49 Granted – – Forfeited/expired (506,950 ) 3.42 Vested (565,450 ) 1.97 Unvested at December 31, 2021 719,200 2.25 Granted – – Forfeited/expired (27,400 ) 2.94 Vested (513,400 ) 1.81 Unvested at December 31, 2022 178,400 $ 3.39 The weighted average grant date fair value of options granted and the total intrinsic value of options exercised for the years ended December 31, 2022 and 2021 is as follows: Schedule of weighted average grant date fair value and intrinsic value of options exercised 2022 2021 Weighted average grant date fair value of options granted $ – $ – Intrinsic value of options exercised $ – $ 70,938 The Company uses the Black-Scholes option pricing model to estimate the fair value and compensation cost associated with employee stock options, which requires the consideration of historical employee exercise behavior, the volatility of the Company’s stock price, the weighted-average risk-free interest rate and the weighted-average expected life of the options. Forfeitures are included when they are incurred. Any changes in these assumptions may materially affect the estimated fair value of the share-based award. There were no options granted during the years ended December 31, 2022 and 2021. Stock Awards A summary of stock awards activity for the years ended December 31, 2022 and 2021 was as follows: Schedule of stock awards activity Weighted- Average Grant Shares Date Fair Value Outstanding at December 31, 2020 2,232,689 $ 2.70 Granted 845,000 3.60 Forfeited (388,000 ) 5.54 Vested (1,353,689 ) 1.28 Outstanding at December 31, 2021 1,336,000 3.89 Granted 2,545,000 1.82 Forfeited (62,000 ) 3.44 Vested (600,000 ) 2.74 Outstanding at December 31, 2022 3,219,000 $ 2.48 |
BASIC AND FULLY DILUTED NET INC
BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE | 8. BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE The following table sets forth the computation of basic and fully diluted net loss per common share for the years ended December 31, 2021 and 2021: Schedule of computation of earnings per share 2022 2021 Numerator: Net income (loss) $ 1,027,775 $ (2,721,334 ) Denominator: Weighted average common shares: Denominator for basic calculation 52,048,127 50,975,794 Weighted average effects of potentially diluted common stock: Stock options (calculated under treasury method) 505,934 – Unvested restricted stock awards 379,194 – Denominator for fully diluted calculation $ 52,933,255 $ 50,975,794 Net income (loss) per common share: Basic $ 0.02 $ (0.05 ) Fully diluted $ 0.02 $ (0.05 ) Due to the net loss for the year ended December 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 year ended December 31, 2021, the amount of potential common share equivalents excluded were 1,920,000 1,336,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Pending or threatened litigation 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. al. was voluntarily dismissed 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 actions filed on behalf of a class of persons who acquired the Company’s common stock from March 19, 2019 through March 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 the Company’s internal control over financial reporting and its financial statements. The Complaints seek 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 Plaintiffs opposed via an opposition brief filed on April 29, 2021, to which Defendants replied on June 1, 2021. On February 9, 2023, the Court granted in part and denied in part Defendants’ Motion to Dismiss. As of the date of this filing, Paysign cannot give any meaningful estimate of likely outcome or damages. The Company has also been named as a nominal defendant in two stockholder derivative actions in the United States District Court for the District of Nevada. The first derivative action is entitled Andrzej Toczek, derivatively on behalf of Paysign, Inc. v. Mark R. Newcomer, et al. and was 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 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. The second derivative action is entitled John K. Gray, derivatively on behalf of Paysign, Inc. v. Mark Attinger, et al. and was filed on May 9, 2022. This action involves the same alleged conduct raised in the Toczek action and asserts claims for breach of fiduciary duty in connection with financial reporting, breach of fiduciary duty in connection with alleged insider trading against certain individual defendants, and unjust enrichment. On June 3, 2022, 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. The Company anticipates filing motions to dismiss given the ruling on the Motion to Dismiss in the consolidated Securities Class Action. As of the date of this filing, Paysign cannot give any meaningful estimate of likely outcome or damages. |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | 10. RELATED PARTY A member of our Board of Directors is also a partner in a law firm that the Company paid approximately $ 126,628 479,684 |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Plan | |
RETIREMENT PLAN | 11. RETIREMENT PLAN The Company has a defined contribution 401(k) plan that covers all employees who meet certain age and length of service requirements and allows an employer contribution of up to 50% of the first 3% of each participating employee’s eligible compensation contributed to the plan and 50% of the next two percent of each participating employee’s eligible compensation. Participants are 100% vested in these matching contributions when they are made. Eligible employees may elect to defer pre-tax contributions regulated under Section 401(k) of the Internal Revenue Code. Employer matching expense was $ 165,953 205,146 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The income tax provision on the statements of operations was comprised of the following for the years ended December 31: Schedule of components of income tax expense 2022 2021 Current: Federal $ 30,200 $ – State 77,277 10,198 Current income tax provision 107,477 10,198 Deferred: Federal – – State – – Deferred income tax provision – – Income tax provision $ 107,477 $ 10,198 For the years ended December 31, 2022 and 2021, the reconciliation of the federal statutory tax rate to the benefit rate for income taxes is as follows: Schedule of effective income tax rate reconciliation 2022 2021 Federal taxes at U.S statutory rate 21.0% 21.0% Stock-based compensation 10.8 4.0 IRC Section 162(m) limitation 2.9 (7.4 ) Tax credits (10.7 ) 4.1 Other permanent differences 1.4 (0.3 ) State taxes 2.6 0.7 Change in state rate (1.4 ) (1.8 ) Return-to-provision adjustments (1.1 ) 7.5 Change in valuation allowance (6.1 ) (2.3 ) Change in carryovers and tax attributes (9.9 ) (25.9 ) Effective tax rate 9.5% (0.4 )% Deferred tax assets and liabilities are comprised of the following at December 31: Schedule of deferred tax assets and liabilities 2022 2021 Deferred tax assets: Net operating loss carryforward $ 3,704,696 $ 4,082,474 Operating lease obligation 861,800 1,079,312 Stock-based compensation 784,212 621,460 Tax credits 460,271 526,549 Other 27,112 – Other carryforwards – 3,603 Accrued bonuses – 285,336 Deferred tax assets, gross 5,838,091 6,598,734 Deferred tax liabilities: Intangible assets (196,871 ) (651,767 ) Fixed assets (101,300 ) (111,255 ) Right-of-use assets (852,961 ) (1,079,507 ) Deferred tax liabilities (1,151,132 ) (1,842,529 ) Less valuation allowance (4,686,959 ) (4,756,205 ) Deferred tax asset, net $ – $ – As of December 31, 2022, the Company has gross Federal net operating loss carryforwards of approximately $ 17,527,306 4,065,995 15 to 20 years Pursuant to Sections 382 and 383 of the Internal Revenue Code (“IRC”), Federal and state tax laws impose significant restrictions on the utilization of net operating loss and other tax carryforwards in the event of a change in ownership of the Company. The Company has not yet completed a formal study, but does not expect IRC Sections 382 and 383 to significantly impact the future utilization of its net operating losses and other tax carryforwards. Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2020, management determined that its more-likely-than-not that the Company’s net deferred tax assets would not be realized in the near future and placed a full valuation allowance on the deferred tax assets. The Company continues to have a full valuation allowance in 2022. The Company's valuation allowance represents the amount of tax benefits that are likely to not be realized. The net change in the valuation allowance from December 31, 2021 to 2022 was $ 69,246 63,230 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Schedule of unrecognized tax benefits Balance as of December 31, 2020 $ – Additions for current year 28,041 Additions for prior year 337,324 Subtractions for current year – Balance as of December 31, 2021 365,365 Additions for current year 24,270 Additions for prior year – Subtractions for current year (10,281 ) Balance as of December 31, 2022 $ 378,814 As of December 31, 2022 and 2021, the Company has no accrual for interest and penalties related to its unrecognized tax benefits. The balance of the unrecognized tax benefits as of December 31, 2022 are included in the deferred tax asset, net. The Company's effective tax rate would not be impacted if its uncertain tax benefits were recognized due to the Company's full valuation allowance. There are no positions for which it is reasonably possible that the uncertain tax benefit will significantly increase or decrease within twelve months. The Company files income tax returns in the United States and various state jurisdictions. The federal statute of limitation remains open for the 2018 tax year to present. The state statutes of limitation remain open for the 2020 tax year through present. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Year end | Year end |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents no |
Restricted Cash | Restricted Cash |
Concentrations of Credit Risk | Concentrations of Credit Risk 43,516,155 31,828,826 The Company also has a concentration of accounts receivable risk at December 31, 2022 as two Pharma programs each individually representing 35 24 52 17 |
Fixed Assets | Fixed Assets 3 to 10 years 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 | Intangible Assets Intangible assets with a finite life are amortized on a straight-line basis over its estimated useful life, which is generally 3 to 15 years Internally Developed Software Costs - 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 three-year Contract Assets- three to five years |
Customer Card Funding | Customer Card Funding |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company determines the fair values of our financial instruments based on the fair value hierarchy established under applicable accounting guidance which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following describes the three-level hierarchy: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. We currently do not have any assets or liabilities in this category. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments for which the determination of fair value requires significant management judgment or estimation. The fair value for such assets and liabilities is generally determined using pricing models, market comparables, discounted cash flow methodologies or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. We currently do not have any assets or liabilities in this category. |
Earnings Per Share | Earnings Per Share |
Income Taxes | Income Taxes The Company recognizes and measures its unrecognized tax benefits in accordance with FASB ASC No. 740, Income Taxes. Under that guidance, management recognize uncertain tax positions that are “more likely than not” to be sustained if the relevant tax authority were to audit the position with full knowledge of all the relevant facts and other information, including the technical merits of those positions. For those tax positions that meet this threshold, we measure the amount of tax benefit based on the largest amount of tax benefit that has a greater than 50% chance of being realized in a final settlement with the relevant authority. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires a change. Income tax related interest and penalties, if applicable, are accrued within income tax expense. |
Revenue and Expense Recognition | Revenue and Expense Recognition The Company generates revenues from Plasma card programs through fees generated from cardholder fees and interchange fees. Revenues from Pharma card programs are generated through card program management fees, transaction claims processing fees, interchange fees, and settlement income. Plasma and Pharma card program revenues include both fixed and variable components. Cardholder fees represent an obligation to the cardholder based on a per transaction basis and are recognized at a point in time when the performance obligation is fulfilled. Card program management fees and transaction claims processing fees include an obligation to our card program sponsors and are generally recognized when earned on a monthly basis and are typically due within 30 days pursuant to the contract terms which are generally multi-year contracts. The Company uses the output method to recognize card program management fee revenue at the amount of consideration to which an entity has a right to invoice. The performance obligation is satisfied when the services are transferred to the customer which the Company determined to be monthly, as the customer simultaneously receives and consumes the benefit from the Company’s performance. 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 are 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 interchange fee revenue concurrent with the processing of card transactions. Interchange fees are settled in accordance with the card payment network terms and conditions, which is typically within a few days. The Company 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, and the Company does not currently have any obligations for disputed claim settlements. Given the nature of the Company’s services and contracts, generally it has no contract assets. 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 | Operating leases 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. Certain lease contracts include obligations to pay for other services, such as maintenance, we account for these other services as a non-lease component of the lease and not considered when accounting for the lease. 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. Leases with an initial term of 12 months or less are not recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term. |
Stock-Based Compensation | Stock-Based Compensation |
Advertising Costs | Advertising Costs 603,213 227,387 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, Codification Improvements to Topic 326, Financial Instruments–Credit Losses, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers (Topic 606) |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Schedule of fixed assets December 31, 2022 December 31, 2021 Equipment $ 2,161,424 $ 2,067,834 Software 327,452 315,855 Furniture and fixtures 757,661 757,662 Website costs 69,881 69,881 Leasehold improvements 229,772 229,772 3,546,190 3,441,004 Less: accumulated depreciation 2,290,898 1,798,023 Fixed assets, net $ 1,255,292 $ 1,642,981 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets December 31, December 31, Patents and trademarks $ 38,186 $ 38,186 Platform 13,656,014 9,853,823 Customer lists and contracts 1,177,200 1,177,200 Licenses 209,282 209,282 Contract assets 185,000 – 15,265,682 11,278,490 Less: accumulated amortization 9,608,960 7,191,529 Intangible assets, net $ 5,656,722 $ 4,086,962 |
Schedule of intangible assets future amortization expense | Schedule of intangible assets future amortization expense 2023 $ 2,632,326 2024 1,983,463 2025 852,939 2026 92,629 2027 38,986 Thereafter 56,379 Total amortization expense $ 5,656,722 |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of operating lease liabilities | Schedule of operating lease liabilities 2023 $ 571,968 2024 571,968 2025 612,006 2026 640,604 2027 640,604 Thereafter 1,548,127 Total lease payments 4,585,277 Less: Imputed interest (912,092 ) Present value of future lease payments 3,673,185 Less: current portion of lease liability (361,408 ) Long-term portion of lease liability $ 3,311,777 |
CUSTOMER CARD FUNDING LIABILI_2
CUSTOMER CARD FUNDING LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of contract liabilities | Schedule of contract liabilities Year Ended December 31, 2022 2021 Beginning balance $ 61,283,914 $ 48,100,951 Increase (decrease), net 18,905,199 13,182,963 Ending balance $ 80,189,113 $ 61,283,914 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding at December 31, 2020 2,687,700 $ 2.30 Granted – – Exercised (65,086 ) 2.95 Forfeited/expired (702,614 ) 3.40 Outstanding at December 31, 2021 1,920,000 $ 1.87 6.54 $ 351,000 Granted – – Exercised – – Forfeited/expired (80,500 ) 3.18 Outstanding at December 31, 2022 1,839,500 $ 1.81 5.62 $ 1,718,910 Exercisable at December 31, 2022 1,661,100 $ 1.64 5.50 $ 1,708,398 |
Schedule of unvested option activity | Schedule of unvested option activity Weighted- Average Grant Date Shares Fair Value Unvested at December 31, 2020 1,791,600 $ 2.49 Granted – – Forfeited/expired (506,950 ) 3.42 Vested (565,450 ) 1.97 Unvested at December 31, 2021 719,200 2.25 Granted – – Forfeited/expired (27,400 ) 2.94 Vested (513,400 ) 1.81 Unvested at December 31, 2022 178,400 $ 3.39 |
Schedule of weighted average grant date fair value and intrinsic value of options exercised | Schedule of weighted average grant date fair value and intrinsic value of options exercised 2022 2021 Weighted average grant date fair value of options granted $ – $ – Intrinsic value of options exercised $ – $ 70,938 |
Schedule of stock awards activity | Schedule of stock awards activity Weighted- Average Grant Shares Date Fair Value Outstanding at December 31, 2020 2,232,689 $ 2.70 Granted 845,000 3.60 Forfeited (388,000 ) 5.54 Vested (1,353,689 ) 1.28 Outstanding at December 31, 2021 1,336,000 3.89 Granted 2,545,000 1.82 Forfeited (62,000 ) 3.44 Vested (600,000 ) 2.74 Outstanding at December 31, 2022 3,219,000 $ 2.48 |
BASIC AND FULLY DILUTED NET I_2
BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of computation of earnings per share | Schedule of computation of earnings per share 2022 2021 Numerator: Net income (loss) $ 1,027,775 $ (2,721,334 ) Denominator: Weighted average common shares: Denominator for basic calculation 52,048,127 50,975,794 Weighted average effects of potentially diluted common stock: Stock options (calculated under treasury method) 505,934 – Unvested restricted stock awards 379,194 – Denominator for fully diluted calculation $ 52,933,255 $ 50,975,794 Net income (loss) per common share: Basic $ 0.02 $ (0.05 ) Fully diluted $ 0.02 $ (0.05 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Schedule of components of income tax expense 2022 2021 Current: Federal $ 30,200 $ – State 77,277 10,198 Current income tax provision 107,477 10,198 Deferred: Federal – – State – – Deferred income tax provision – – Income tax provision $ 107,477 $ 10,198 |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2022 2021 Federal taxes at U.S statutory rate 21.0% 21.0% Stock-based compensation 10.8 4.0 IRC Section 162(m) limitation 2.9 (7.4 ) Tax credits (10.7 ) 4.1 Other permanent differences 1.4 (0.3 ) State taxes 2.6 0.7 Change in state rate (1.4 ) (1.8 ) Return-to-provision adjustments (1.1 ) 7.5 Change in valuation allowance (6.1 ) (2.3 ) Change in carryovers and tax attributes (9.9 ) (25.9 ) Effective tax rate 9.5% (0.4 )% |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2022 2021 Deferred tax assets: Net operating loss carryforward $ 3,704,696 $ 4,082,474 Operating lease obligation 861,800 1,079,312 Stock-based compensation 784,212 621,460 Tax credits 460,271 526,549 Other 27,112 – Other carryforwards – 3,603 Accrued bonuses – 285,336 Deferred tax assets, gross 5,838,091 6,598,734 Deferred tax liabilities: Intangible assets (196,871 ) (651,767 ) Fixed assets (101,300 ) (111,255 ) Right-of-use assets (852,961 ) (1,079,507 ) Deferred tax liabilities (1,151,132 ) (1,842,529 ) Less valuation allowance (4,686,959 ) (4,756,205 ) Deferred tax asset, net $ – $ – |
Schedule of unrecognized tax benefits | Schedule of unrecognized tax benefits Balance as of December 31, 2020 $ – Additions for current year 28,041 Additions for prior year 337,324 Subtractions for current year – Balance as of December 31, 2021 365,365 Additions for current year 24,270 Additions for prior year – Subtractions for current year (10,281 ) Balance as of December 31, 2022 $ 378,814 |
DESCRIPTION OF BUSINESS AND H_2
DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Receivable [Member] | ||
Refund receivable | $ 1,296,489 | $ 876,456 |
Selling, General and Administrative Expenses [Member] | ||
Employee retention credit | $ 459,755 | $ 876,456 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Cash, Uninsured Amount | $ 43,516,155 | 31,828,826 |
Property, Plant and Equipment, Estimated Useful Lives | 3 to 10 years | |
[custom:IntangibleAssetsEstimatedUsefulLives] | three to five years | |
Advertising Expense | $ 603,213 | $ 227,387 |
Intangible Assets [Member] | ||
Product Information [Line Items] | ||
Finite lived intangible asset useful life | 3 to 15 years | |
Computer Software [Member] | ||
Product Information [Line Items] | ||
Finite lived intangible asset useful life | three-year | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 35% | 52% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Another Customer [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 24% | 17% |
FIXED ASSETS, NET (Details)
FIXED ASSETS, NET (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 3,546,190 | $ 3,441,004 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 2,290,898 | 1,798,023 |
Property, Plant and Equipment, Net | 1,255,292 | 1,642,981 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,161,424 | 2,067,834 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 327,452 | 315,855 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 757,661 | 757,662 |
Website Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 69,881 | 69,881 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 229,772 | $ 229,772 |
FIXED ASSETS, NET (Details Narr
FIXED ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 492,875 | $ 534,749 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 15,265,682 | $ 11,278,490 |
Finite-Lived Intangible Assets, Accumulated Amortization | 9,608,960 | 7,191,529 |
Intangible Assets, Net (Excluding Goodwill) | 5,656,722 | 4,086,962 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 38,186 | 38,186 |
Platform [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 13,656,014 | 9,853,823 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,177,200 | 1,177,200 |
Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 209,282 | 209,282 |
Contract Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 185,000 | $ 0 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details - Future Amortization) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 2,632,326 |
2024 | 1,983,463 |
2025 | 852,939 |
2026 | 92,629 |
2027 | 38,986 |
Thereafter | 56,379 |
Total amortization expense | $ 5,656,722 |
INTANGIBLE ASSETS, NET (Detai_3
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2,416,737 | $ 1,963,169 |
LEASE (Details)
LEASE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 571,968 | |
2024 | 571,968 | |
2025 | 612,006 | |
2026 | 640,604 | |
2027 | 640,604 | |
Thereafter | 1,548,127 | |
Total lease payments | 4,585,277 | |
Less: Imputed interest | (912,092) | |
Present value of future lease payments | 3,673,185 | |
Less: current portion of lease liability | (361,408) | $ (340,412) |
Long-term portion of lease liability | $ 3,311,777 | $ 3,673,186 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | |||
Lease term | 10 years | ||
Lease term option to extend | two optional extensions of five years each | ||
Remaining lease term | 7 years 4 months 24 days | ||
Discount rate | 6% | ||
Operating lease cost | $ 736,038 | $ 623,987 | |
Operating Lease, Expense | $ 571,968 | $ 571,968 |
CUSTOMER CARD FUNDING LIABILI_3
CUSTOMER CARD FUNDING LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning balance | $ 61,283,914 | $ 48,100,951 |
Increase (decrease), net | 18,905,199 | 13,182,963 |
Ending balance | $ 80,189,113 | $ 61,283,914 |
CUSTOMER CARD FUNDING LIABILI_4
CUSTOMER CARD FUNDING LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized in current year previously included in contract liabilities | $ 1,485,005 | $ 1,023,055 |
COMMON STOCK (Details - Option
COMMON STOCK (Details - Option activity) - Equity Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning | 1,920,000 | 2,687,700 |
Weighted Average Exercise Price Outstanding, Beginning | $ 1.87 | $ 2.30 |
Number of Options Granted | 0 | 0 |
Weighted Average Exercise Price Granted | $ 0 | $ 0 |
Number of Options Exercised | 0 | (65,086) |
Weighted Average Exercise Price Exercised | $ 0 | $ 2.95 |
Number of Options Forfeited/Expired | (80,500) | (702,614) |
Weighted Average Exercise Price Forfeited/Expired | $ 3.18 | $ 3.40 |
Weighted average contractual term | 5 years 7 months 13 days | 6 years 6 months 14 days |
Aggregate intrinsic value - Beginnig | $ 351,000 | |
Number of Options Outstanding, Ending | 1,839,500 | 1,920,000 |
Weighted Average Exercise Price Outstanding, Ending | $ 1.81 | $ 1.87 |
Aggregate intrinsic value - ending | $ 1,718,910 | $ 351,000 |
Number of Options Outstanding, Exercisable | 1,661,100 | |
Weighted Average Exercise Price, Exercisable | $ 1.64 | |
Weighted average contractual term - exercisable | 5 years 6 months | |
Aggregate intrinsic value - exercisable | $ 1,708,398 |
COMMON STOCK (Details - Nonvest
COMMON STOCK (Details - Nonvested options activity) - Equity Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Nonvested Shares Outstanding, Beginning | 719,200 | 1,791,600 |
Weighted Average Exercise Price Outstanding, Beginning | $ 2.25 | $ 2.49 |
Number of Nonvested Shares Granted | 0 | 0 |
Weighted Average Exercise Price Granted | $ 0 | $ 0 |
Number of Nonvested Shares Forfeited/Expired | (27,400) | (506,950) |
Weighted Average Exercise Price Forfeited/Expired | $ 2.94 | $ 3.42 |
Number of Nonvested Shares Vested | (513,400) | (565,450) |
Weighted Average Exercise Price Vested | $ 1.81 | $ 1.97 |
Number of Nonvested Shares Outstanding, Ending | 178,400 | 719,200 |
Weighted Average Exercise Price Outstanding, Ending | $ 3.39 | $ 2.25 |
COMMON STOCK (Details - Optio_2
COMMON STOCK (Details - Option information) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Weighted average grant date fair value of options granted | $ 0 | $ 0 |
Intrinsic value of options exercised | $ 0 | $ 70,938 |
COMMON STOCK (Details - Stock A
COMMON STOCK (Details - Stock Awards Activity) - Common Stock Awards [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Outstanding, beginng balance | 1,336,000 | 2,232,689 |
Stock Outstanding, beginng balance | $ 3.89 | $ 2.70 |
Stock Granted | 2,545,000 | 845,000 |
Stock Granted | $ 1.82 | $ 3.60 |
Stock Forfeited | (62,000) | (388,000) |
Stock Forfeited | $ 3.44 | $ 5.54 |
Stock Vested | (600,000) | (1,353,689) |
Stock Vested | $ 2.74 | $ 1.28 |
Stock Outstanding, ending balance | 3,219,000 | 1,336,000 |
Stock Outstanding, ending balance | $ 2.48 | $ 3.89 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 52,650,382 | 52,095,382 |
Common Stock, Shares, Outstanding | 52,346,982 | |
Share-Based Payment Arrangement, Noncash Expense | $ 2,277,717 | $ 2,280,931 |
Stock issued for exercise of vested stock options | 0 | 65,086 |
Proceeds from exercise of stock options | $ 0 | $ 192,141 |
Employees And Consultants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued for vested stock awards, shares | 555,000 | |
Employees [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued for vested stock awards, shares | 1,778,689 | |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | four or five years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations, Weighted Average Remaining Contractual Term | ten years | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 8 months 15 days | |
Stock Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | four of five years | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 6,955,350 | $ 4,368,961 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 9 months 29 days | 3 years 7 months 24 days |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 269,245 | $ 759,394 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 29 days | |
Incentive 2018 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 5,000,000 | |
Shares available for future grants | 673,053 |
BASIC AND FULLY DILUTED NET I_3
BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net income (loss) | $ 1,027,775 | $ (2,721,334) |
Weighted average common shares: | ||
Denominator for basic calculation | 52,048,127 | 50,975,794 |
Weighted average effects of potentially diluted common stock: | ||
Stock options (calculated under treasury method) | 505,934 | 0 |
Unvested restricted stock awards | 379,194 | 0 |
Denominator for fully diluted calculation | 52,933,255 | 50,975,794 |
Basic | $ 0.02 | $ (0.05) |
Fully diluted | $ 0.02 | $ (0.05) |
BASIC AND FULLY DILUTED NET I_4
BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 shares | |
Equity Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential common share equivalents excluded from computation | 1,920,000 |
Unvested Restricted Stock Awards [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potential common share equivalents excluded from computation | 1,336,000 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Legal fees paid to related party | $ 126,628 | $ 479,684 |
RETIREMENT PLAN (Details Narrat
RETIREMENT PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Plan | ||
Employer matching contribution | $ 165,953 | $ 205,146 |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income Tax Provision) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 30,200 | $ 0 |
State | 77,277 | 10,198 |
Current income tax provision | 107,477 | 10,198 |
Federal | 0 | 0 |
State | 0 | 0 |
Deferred income tax provision | 0 | 0 |
Income tax provision | $ 107,477 | $ 10,198 |
INCOME TAXES (Details - Reconci
INCOME TAXES (Details - Reconciliation) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal taxes at U.S statutory rate | 21% | 21% |
Stock-based compensation | 10.80% | 4% |
IRC Section 162(m) limitation | 2.90% | (7.40%) |
Tax credits | (10.70%) | 4.10% |
Other permanent differences | 1.40% | (0.30%) |
State taxes | 2.60% | 0.70% |
Change in state rate | (1.40%) | (1.80%) |
Return-to-provision adjustments | (1.10%) | 7.50% |
Change in valuation allowance | (6.10%) | (2.30%) |
Change in carryovers and tax attributes | (9.90%) | (25.90%) |
Effective tax rate | 9.50% | (0.40%) |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred tax assets and liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 3,704,696 | $ 4,082,474 |
Operating lease obligation | 861,800 | 1,079,312 |
Stock-based compensation | 784,212 | 621,460 |
Tax credits | 460,271 | 526,549 |
Other | 27,112 | 0 |
Other carryforwards | 0 | 3,603 |
Accrued bonuses | 0 | 285,336 |
Deferred tax assets, gross | 5,838,091 | 6,598,734 |
Deferred tax liabilities: | ||
Intangible assets | (196,871) | (651,767) |
Fixed assets | (101,300) | (111,255) |
Right-of-use assets | (852,961) | (1,079,507) |
Deferred tax liabilities | (1,151,132) | (1,842,529) |
Less valuation allowance | (4,686,959) | (4,756,205) |
Deferred tax asset, net | $ 0 | $ 0 |
INCOME TAXES (Details - Unrecog
INCOME TAXES (Details - Unrecognized tax benefits) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits beginning | $ 365,365 | $ 0 |
Additions for current year | 24,270 | 28,041 |
Additions for prior year | 0 | 337,324 |
Subtractions for current year | (10,281) | 0 |
Unrecognized tax benefits Ending | $ 378,814 | $ 365,365 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
NOL Carryforward For State Expiration Range | 15 to 20 years | ||
Change in valuation allowance | $ 69,246 | $ 63,230 | |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | $ 17,527,306 | ||
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | $ 4,065,995 |