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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Usio Inc | NASDAQ:USIO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.04 | 2.65% | 1.55 | 1.52 | 1.56 | 1.55 | 1.52 | 1.52 | 3,734 | 22:34:48 |
Nevada
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98-0190072
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12500 San Pedro, Ste. 120, San Antonio, TX
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78216
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [_]
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Accelerated filer [_]
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Non-accelerated filer [_] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Emerging Growth Company [_]
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Class
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Outstanding as of August 11, 2017
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Common stock, $0.001 par value
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11,790,558
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Page
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Item 6
.
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June 30, 2017
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December 31, 2016
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||||
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(Unaudited)
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||||
Assets
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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3,226,451
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$
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4,120,738
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Accounts receivable, net
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882,103
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907,750
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||
Settlement processing assets
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36,551,837
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43,851,311
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Prepaid expenses and other
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228,739
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142,029
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Notes receivable
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700,000
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200,000
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Current assets before restricted cash
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41,589,130
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49,221,828
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Restricted cash
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14,952,520
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15,803,641
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Total current assets
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56,541,650
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65,025,469
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||||
Property and equipment, net
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2,418,688
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2,494,510
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Other assets:
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Intangibles, net
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91,329
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172,899
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Deferred tax asset
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1,621,000
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1,621,000
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Other assets
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223,375
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200,808
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Total other assets
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1,935,704
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1,994,707
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Total assets
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$
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60,896,042
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$
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69,514,686
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Liabilities and stockholders’ equity
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Current liabilities:
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Accounts payable
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$
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135,680
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$
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145,044
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Accrued expenses
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733,417
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703,322
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Settlement processing obligations
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36,551,837
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43,851,311
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Current liabilities before restricted cash
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37,420,934
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44,699,677
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Restricted cash
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14,952,520
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15,803,641
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Total current liabilities
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52,373,454
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60,503,318
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Stockholders’ equity:
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Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at June 30, 2017 (unaudited) and December 31, 2016, respectively
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—
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—
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Common stock, $0.001 par value, 200,000,000 shares authorized; 12,460,932 and 12,392,288 issued, and 11,790,558 and 11,795,939 outstanding at June 30, 2017 (unaudited) and December 31, 2016, respectively
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181,886
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181,818
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Additional paid-in capital
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63,970,168
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63,881,365
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Treasury stock, at cost; 670,374 and 596,349 shares at June 30, 2017 (unaudited) and December 31, 2016, respectively
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(827,088
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)
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(718,149
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)
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Deferred compensation
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(3,729,817
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)
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(4,082,025
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)
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Accumulated deficit
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(51,072,561
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)
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(50,251,641
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)
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Total stockholders’ equity
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8,522,588
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9,011,368
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Total liabilities and stockholders’ equity
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$
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60,896,042
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$
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69,514,686
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Three Months Ended June 30,
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Six Months Ended June 30,
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2017
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2016
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2017
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2016
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Revenues
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$
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2,550,441
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$
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2,890,060
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$
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5,361,185
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$
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6,118,691
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Operating expenses:
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Cost of services
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1,854,406
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2,034,439
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3,722,351
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4,189,222
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Selling, general and administrative:
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Stock-based compensation
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217,759
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283,747
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425,679
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571,436
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Other expenses
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799,740
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801,540
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1,628,012
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1,409,889
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Depreciation and amortization
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227,273
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225,554
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455,818
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449,777
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Total operating expenses
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3,099,178
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3,345,280
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6,231,860
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6,620,324
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Operating income (loss)
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(548,737
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)
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(455,220
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)
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(870,675
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)
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(501,633
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)
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Other income and (expense):
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Interest income
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38,730
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24,974
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72,546
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46,985
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Other income (expense)
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(2,653
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)
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98,279
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(1,114
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)
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97,679
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Total other income and (expense), net
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36,077
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123,253
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71,432
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144,664
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Income (loss) before income taxes
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(512,660
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)
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(331,967
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)
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(799,243
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)
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(356,969
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)
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||||
Income taxes
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21,677
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23,334
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21,677
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30,334
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Net income (loss)
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$
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(534,337
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)
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$
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(355,301
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)
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$
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(820,920
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)
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$
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(387,303
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)
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||||||||
Basic earnings per common share:
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$
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(0.06
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)
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$
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(0.05
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)
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$
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(0.10
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)
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$
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(0.05
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)
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Diluted earnings per common share:
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$
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(0.06
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)
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$
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(0.05
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)
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$
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(0.10
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)
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$
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(0.05
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)
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Weighted average common shares outstanding
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||||||||
Basic
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8,471,494
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7,738,759
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8,478,339
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7,729,003
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||||
Diluted
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8,471,494
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7,738,759
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8,478,339
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7,729,003
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Six Months Ended June 30,
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||||||
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2017
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2016
|
||||
Operating activities:
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||||
Net income (loss)
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$
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(820,920
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)
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$
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(387,303
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)
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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||||
Depreciation
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374,249
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368,208
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Amortization
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81,569
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81,569
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Non-cash stock based compensation
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425,679
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571,436
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Issuance of stock to consultant
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15,400
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34,300
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Changes in current assets and current liabilities:
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||||
Accounts receivable
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25,647
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65,148
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Prepaid expenses and other
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(86,710
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)
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(68,298
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)
|
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Other assets
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(22,567
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)
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551
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Accounts payable and accrued expenses
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20,731
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(41,325
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)
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Deferred revenue
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—
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33,000
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|
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Net cash provided by operating activities:
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13,078
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657,286
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||
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Investing activities:
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|
||||
Purchases of property and equipment
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(298,426
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)
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(138,487
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)
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Notes receivable
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(500,000
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)
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(200,000
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)
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||
Net cash (used) by investing activities:
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(798,426
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)
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(338,487
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)
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||||
Financing activities:
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|
||||
Purchases of treasury stock
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(108,939
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)
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—
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|
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Net cash (used) by financing activities:
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(108,939
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)
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—
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||
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||||
Change in cash and cash equivalents
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(894,287
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)
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|
318,799
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Cash and cash equivalents, beginning of period
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4,120,738
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4,059,606
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||
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||||
Cash and cash equivalents, end of period
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$
|
3,226,451
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$
|
4,378,405
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|
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|
||||
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||||
Supplemental disclosure of cash flow information:
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||||
Cash paid during the period for:
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||||
Interest
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—
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—
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Income taxes
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$
|
21,677
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|
|
62,184
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|
June 30, 2017
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December 31, 2016
|
||||
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|
||||
Accrued commissions
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$
|
187,994
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$
|
221,837
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Reserve for merchant losses
|
172,832
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|
172,832
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||
Other accrued expenses
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322,336
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|
|
192,769
|
|
||
Accrued taxes
|
17,753
|
|
|
38,469
|
|
||
Accrued salaries
|
32,502
|
|
|
77,415
|
|
||
Total accrued expenses
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$
|
733,417
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$
|
703,322
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|
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Three Months Ended June 30,
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Six Months Ended June 30,
|
||||||||||||
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2017
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2016
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2017
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2016
|
||||||||
Numerator:
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|
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||||||||
Numerator for basic and diluted earnings per share, net income (loss) available to common shareholders
|
|
$
|
(534,337
|
)
|
|
$
|
(355,301
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)
|
|
$
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(820,920
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)
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$
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(387,303
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)
|
Denominator:
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|
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|
||||||||
Denominator for basic earnings per share, weighted average shares outstanding
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|
8,471,494
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|
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7,738,759
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8,478,339
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|
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7,729,003
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|
||||
Effect of dilutive securities
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—
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—
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|
—
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|
|
—
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|
||||
Denominator for diluted earnings per share, adjust weighted average shares and assumed conversion
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|
8,471,494
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7,738,759
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8,478,339
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7,729,003
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|
||||
Basic earnings (loss) per common share
|
|
$
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(0.06
|
)
|
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$
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(0.05
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)
|
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$
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(0.10
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)
|
|
$
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(0.05
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)
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Diluted earnings (loss) per common share and common share equivalent
|
|
$
|
(0.06
|
)
|
|
$
|
(0.05
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)
|
|
$
|
(0.10
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)
|
|
$
|
(0.05
|
)
|
|
Six Months Ended June 30,
|
||||
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2017
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2016
|
||
Anti-dilutive awards and options
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3,352,831
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4,325,711
|
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Period
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(a)
Total number of shares (or units) purchased
|
|
(b)
Average price paid per share (or unit)
|
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(c)
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
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(d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||||||
March 1 - 31, 2017
|
|
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23,262
|
|
|
$
|
1.33
|
|
|
|
23,262
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|
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$
|
537,281
|
|
April 1 - 30, 2017
|
|
|
4,000
|
|
|
$
|
1.54
|
|
|
|
4,000
|
|
|
$
|
531,107
|
|
May 1 - 31, 2017
|
|
|
29,751
|
|
|
$
|
1.72
|
|
|
|
29,751
|
|
|
$
|
479,842
|
|
June 1 - 30, 2017
|
|
|
17,019
|
|
|
$
|
1.22
|
|
|
|
17,019
|
|
|
$
|
459,000
|
|
Total
|
|
|
74,032
|
|
|
$
|
1.47
|
|
|
|
74,032
|
|
|
$
|
459,000
|
|
Exhibit
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Description
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Number
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3.1
|
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Amended and Restated Articles of Incorporation
(included as exhibit 3.1 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
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3.2
|
|
Amended and Restated By-laws
(included as exhibit 3.2 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Articles of Amendment to the Amended and Restated By-laws
(included as exhibit A to the Schedule 14C filed April 18, 2007, and incorporated herein by reference).
|
|
|
|
10.1
|
|
Lease Agreement by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated August 22, 2003
(included as exhibit 10.3 to the Form 10-Q filed November 14, 2003, and incorporated herein by reference).
|
|
|
|
10.2
|
|
Employment Agreement by and between the Company and Michael R. Long, dated February 27, 2007
(included as exhibit 10.1 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
|
|
|
|
10.3
|
|
Employment Agreement by and between the Company and Louis A. Hoch, dated February 27, 2007
(included as exhibit 10.2 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
|
|
|
|
10.4
|
|
Affiliate Office Agreement by and between the Company and Network 1 Financial, Inc
(included as exhibit 10.11 to the Form SB-2 filed April 28, 2004, and incorporated herein by reference).
|
|
|
|
10.5
|
|
First Amendment to Employment Agreement by and between the Company and Michael R. Long, dated November 12, 2009
(included as exhibit 10.15 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
|
|
|
|
10.6
|
|
First Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated November 12, 2009
(included as exhibit 10.16 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
|
|
|
|
10.7
|
|
Second Amendment to Employment Agreement by and between the Company and Michael R. Long, dated April 12, 2010
(included as exhibit 10.16 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
|
|
|
|
10.8
|
|
Second Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated April 12, 2010
(included as exhibit 10.17 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
|
|
|
|
10.9
|
|
Bank Sponsorship Agreement by and between the Company and University National Bank, dated August 29, 2011
(included as exhibit 10.18 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
|
|
|
|
10.10
|
|
Third Amendment to Employment Agreement by and between the Company and Michael R. Long, dated January 14, 2011
(included as exhibit 10.19 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
|
|
|
|
10.11
|
|
Third Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated January 14, 2011
(included as exhibit 10.20 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
|
|
|
|
10.12
|
|
Fourth Amendment to Employment Agreement by and between the Company and Michael R. Long, dated July 2, 2012
(included as exhibit 10.18 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
|
|
|
|
10.13
|
|
Fourth Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated July 2, 2012
(included as exhibit 10.19 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
|
|
|
|
10.14
|
|
First Amendment to Lease Agreement dated August 22, 2003 by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated February 6, 2006
(included as exhibit 10.17 to the Form 10-K filed April 1, 2013, and incorporated herein by reference).
|
|
|
|
10.15
|
|
Second Amendment to Lease Agreement, dated August 22, 2003, by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated October 7, 2009
(included as exhibit 10.18 to the Form 10-K filed April 1, 2013, and incorporated herein by reference).
|
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10.16
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Third Amendment to Lease Agreement dated August 22, 2003 by and between the Company and Frost National Bank, Trustee for a Designated Trust, dated October 12, 2013
(included as exhibit 10.19 to the Form 10-K filed April 1, 2013, and incorporated herein by reference).
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10.17
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Asset Purchase Agreement by and between Akimbo Financial, Inc. and the Company, dated December 22, 2014
(included as exhibit 10.1 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
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10.18
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Transition Agreement by and between Akimbo Financial, Inc. and the Company, dated December 22, 2014
(included as exhibit 10.2 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
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10.19
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Employment Agreement by and between the Company and Houston Frost, dated December 23, 2014
(included as exhibit 10.3 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
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10.20
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Employment Agreement by and between the Company and Habib Yunus, dated March 3, 2015
(included as exhibit 10.1 to the Form 8-K filed March 6, 2015, and incorporated herein by reference).
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10.21
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Fourth Amendment to Lease Agreement, dated August 22, 2003, by and the Company and Domicilio OC, LLC as successor-in-interest to Frost National Bank, dated February 12, 2015
(included as exhibit 10.24 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).
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10.22
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Lease Agreement by and between FiCentive, Inc. and Domicilio OC, LLC, dated February 12, 2015
(included as exhibit 10.25 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).
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10.23
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Bank Sponsorship Agreement by and between the Company and Metropolitan Commercial Bank, dated December 11, 2014
(included as exhibit 10.26 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).
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10.24
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2015 Equity Incentive Plan
(included as appendix B to the Schedule 14A filed June 15, 2015, and incorporated herein by reference).
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10.25
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Independent Director Agreement by and between the Company and Kirk Taylor, dated April 24, 2015
(included as exhibit 10.27 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
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10.26
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Independent Director Agreement by and between the Company and Dr. Peter Kirby, dated April 24, 2015
(included as exhibit 10.28 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
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10.27
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Independent Director Agreement by and between the Company and Miguel A. Chapa, dated April 24, 2015
(included as exhibit 10.29 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
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10.28
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Loan and Security Agreement by and between C2Go, Inc., as Debtor and FiCentive, Inc., as Lender, dated February 2, 2016
(Included as exhibit 10.1 to the Form 8-K filed February 8, 2016, and incorporated herein by reference).
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10.29†
|
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Card Marketing and Processing Agreement by and between FiCentive, Inc. and C2Go, Inc., dated February 2, 2016
(included as exhibit 10.2 to the Form 8-K filed February 8, 2016, and incorporated herein by reference).
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10.30
|
|
Fifth Amendment to Employment Agreement by and between the Company and Michael R. Long, dated August 3, 2016
(included as exhibit 10.1 to the Form 8-K filed August 9, 2016, and incorporated herein by reference).
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10.31
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Fifth Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated August 3, 2016
(included as exhibit 10.2 to the Form 8-K filed August 9, 2016, and incorporated herein by reference).
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10.32
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|
Sixth Amendment to Employment Agreement by and between the Company and Michael R. Long, dated September 8, 2016
(included as exhibit 10.1 to the Form 8-K filed September 14, 2016, and incorporated herein by reference).
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10.33
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|
Sixth Amendment to Employment Agreement by and between the Company and Louis A. Hoch, dated September 8, 2016
(included as exhibit 10.2 to the Form 8-K filed September 14, 2016, and incorporated herein by reference).
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10.34
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Employment Agreement by and between Tom Jewell and Payment Data Systems, Inc., dated January 6, 2017
(included as exhibit 10.1 to the Form 8-K filed January 6, 2017, and incorporated herein by reference).
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10.35
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|
Line of Credit Promissory Note by and between Singular Payments, LLC, as Borrower, and the Company, as Lender, dated March 7, 2017
(included as exhibit 10.1 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.36
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Security Agreement by and between Singular Payments, LLC, as Debtor, and the Company, as Secured Party, dated March 7, 2017
(included as exhibit 10.2 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.37
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Membership Interest Pledge Agreement by and between Vaden Landers, as Pledgor, and the Company, as Lender, dated March 7, 2017
(included as exhibit 10.3 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.38
|
|
Guaranty Agreement by and between Vaden Landers, as Borrower, and the Company, as Lender, dated March 7, 2017
(included as exhibit 10.4 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).
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10.39
|
|
Separation and Release of Claims Agreement by and between the Company and Habib Yunus, dated March 17, 2017
(included as exhibit 10.1 to the Form 8-K filed March 23, 2017, and incorporated herein by reference).
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10.40
|
|
Independent Director Agreement by and between the Company and Steve Huffman, dated November 11, 2016
(included as exhibit 10.41 to the Form 10-K filed April 6, 2017, and incorporated herein by reference).
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10.41
|
|
Independent Director Agreement by and between the Company and Brad Rollins, dated May 5, 2017
(included as exhibit 10.1 to the Form 8-K filed May 11, 2017, and incorporated herein by reference).
|
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10.42
|
|
Amendment No. 1 to the Line of Credit Promissory Note by and between the Company and Singular Payments, LLC, dated June 6, 2017
(included as exhibit 10.1 to the Form 8-K filed June 8, 2017, and incorporated herein by reference).
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10.43
|
|
First Amended and Restated Line of Credit Promissory Note by and between the Company and Singular Payments, LLC, dated August 2, 2017
(included as exhibit 10.1 to the Form 8-K filed August 7, 2017, and incorporated herein by reference).
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14.1
|
|
Code of Ethics
(included as exhibit 14.1 to the Form 10-K filed March 30, 2004, and incorporated herein by reference).
|
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16.1
|
|
Letter from Ernst and Young LLP to the Securities and Exchange Commission dated February 10, 2004
(included as exhibit 16 to the Form 8-K filed February 11, 2004, and incorporated herein by reference).
|
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31.1
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31.2
|
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32.1
|
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101.INS
|
|
XBRL Instance Document (filed herewith).
|
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|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed herewith).
|
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|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document (filed herewith).
|
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|
PAYMENT DATA SYSTEMS, INC
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||
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Date: August 14, 2017
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By:
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/s/ Louis A. Hoch
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Louis A. Hoch
|
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Chief Executive Officer
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(Principal Executive Officer)
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