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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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.52 | 1.10 | 2.43 | 39 | 09:05:50 |
Nevada
|
|
98-0190072
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
3611 Paesanos Parkway, Suite 300, San Antonio, TX
|
|
78231
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer [_]
|
Accelerated filer [_]
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Non-accelerated filer [X]
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Smaller reporting company [X]
|
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Emerging Growth Company [_]
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Page
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Item 6
.
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September 30, 2018
|
|
December 31, 2017
|
||||
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(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,716,316
|
|
|
$
|
4,800,554
|
|
Accounts receivable, net
|
1,147,482
|
|
|
969,674
|
|
||
Settlement processing assets
|
34,767,837
|
|
|
38,027,984
|
|
||
Prepaid expenses and other
|
179,330
|
|
|
176,945
|
|
||
Notes receivable, net
|
72,500
|
|
|
150,000
|
|
||
Current assets before merchant reserves
|
38,883,465
|
|
|
44,125,157
|
|
||
Merchant reserves
|
13,602,562
|
|
|
14,977,468
|
|
||
Total current assets
|
52,486,027
|
|
|
59,102,625
|
|
||
|
|
|
|
||||
Property and equipment, net
|
2,050,221
|
|
|
2,105,186
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Intangibles, net
|
3,926,426
|
|
|
4,676,427
|
|
||
Deferred tax asset
|
1,394,000
|
|
|
1,394,000
|
|
||
Other assets
|
303,759
|
|
|
157,565
|
|
||
Total other assets
|
5,624,185
|
|
|
6,227,992
|
|
||
|
|
|
|
||||
Total assets
|
$
|
60,160,433
|
|
|
$
|
67,435,803
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
251,906
|
|
|
$
|
300,736
|
|
Accrued expenses
|
1,217,307
|
|
|
1,006,262
|
|
||
Settlement processing obligations
|
34,767,837
|
|
|
38,027,984
|
|
||
Deferred revenues
|
35,000
|
|
|
—
|
|
||
Current liabilities before merchant reserve obligations
|
36,272,050
|
|
|
39,334,982
|
|
||
Merchant reserve obligations
|
13,602,562
|
|
|
14,977,468
|
|
||
Total current liabilities
|
49,874,612
|
|
|
54,312,450
|
|
||
|
|
|
|
||||
Non-current liabilities:
|
|
|
|
||||
Deferred rent
|
58,457
|
|
|
—
|
|
||
Total liabilities
|
49,933,069
|
|
|
54,312,450
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at September 30, 2018 (unaudited) and December 31, 2017, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 200,000,000 shares authorized; 17,020,180 and 16,874,235 issued, and 15,943,624 and 16,201,634 outstanding at September 30, 2018 (unaudited) and December 31, 2017, respectively
|
185,447
|
|
|
186,299
|
|
Additional paid-in capital
|
74,371,930
|
|
|
74,041,083
|
|
||
Treasury stock, at cost; 1,076,556 and 672,601 shares at September 30, 2018 (unaudited) and December 31, 2017, respectively
|
(1,797,442
|
)
|
|
(831,059
|
)
|
||
Deferred compensation
|
(6,372,735
|
)
|
|
(7,012,544
|
)
|
||
Accumulated deficit
|
(56,159,836
|
)
|
|
(53,260,426
|
)
|
||
Total stockholders’ equity
|
10,227,364
|
|
|
13,123,353
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
60,160,433
|
|
|
$
|
67,435,803
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
$
|
6,473,743
|
|
|
$
|
3,588,853
|
|
|
$
|
18,601,283
|
|
|
$
|
8,950,038
|
|
Cost of services
|
|
|
5,014,603
|
|
|
2,764,236
|
|
|
14,551,621
|
|
|
6,486,587
|
|
||||
Gross profit
|
|
|
1,459,140
|
|
|
824,617
|
|
|
4,049,662
|
|
|
2,463,451
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative:
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
|
|
289,038
|
|
|
230,206
|
|
|
961,893
|
|
|
655,885
|
|
||||
Other expenses
|
|
|
1,519,793
|
|
|
1,172,021
|
|
|
4,613,720
|
|
|
2,800,033
|
|
||||
Depreciation and amortization
|
|
|
473,225
|
|
|
314,789
|
|
|
1,389,164
|
|
|
770,607
|
|
||||
Total selling, general and administrative expenses
|
|
|
2,282,056
|
|
|
1,717,016
|
|
|
6,964,777
|
|
|
4,226,525
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating (loss)
|
|
|
(822,916
|
)
|
|
(892,399
|
)
|
|
(2,915,115
|
)
|
|
(1,763,074
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
|
23,327
|
|
|
16,381
|
|
|
50,244
|
|
|
88,927
|
|
||||
Other income (expense)
|
|
|
1,423
|
|
|
993
|
|
|
(539
|
)
|
|
(121
|
)
|
||||
Other income and (expense), net
|
|
|
24,750
|
|
|
17,374
|
|
|
49,705
|
|
|
88,806
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) before income taxes
|
|
|
(798,166
|
)
|
|
(875,025
|
)
|
|
(2,865,410
|
)
|
|
(1,674,268
|
)
|
||||
Income taxes
|
|
|
15,000
|
|
|
15,000
|
|
|
34,000
|
|
|
36,677
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss)
|
|
|
$
|
(813,166
|
)
|
|
$
|
(890,025
|
)
|
|
$
|
(2,899,410
|
)
|
|
$
|
(1,710,945
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) per common share:
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.20
|
)
|
Diluted (loss) per common share:
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.20
|
)
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
12,145,323
|
|
|
8,954,831
|
|
|
12,098,828
|
|
|
8,637,169
|
|
||||
Diluted
|
|
|
12,145,323
|
|
|
8,954,831
|
|
|
12,098,828
|
|
|
8,637,169
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net (loss)
|
$
|
(2,899,410
|
)
|
|
$
|
(1,710,945
|
)
|
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
|
|
|
|
||||
Depreciation
|
639,164
|
|
|
564,920
|
|
||
Amortization
|
750,000
|
|
|
205,687
|
|
||
Provision for loss on note receivable
|
72,500
|
|
|
—
|
|
||
Bad debt expense
|
—
|
|
|
71,667
|
|
||
Stock based compensation
|
961,893
|
|
|
655,885
|
|
||
Issuance of stock to consultant for services
|
7,911
|
|
|
15,400
|
|
||
Changes in current assets and current liabilities:
|
|
|
|
||||
Accounts receivable
|
(177,808
|
)
|
|
30,733
|
|
||
Prepaid expenses and other
|
(2,385
|
)
|
|
(84,783
|
)
|
||
Other assets
|
(146,194
|
)
|
|
64,440
|
|
||
Accounts payable and accrued expenses
|
162,215
|
|
|
220,100
|
|
||
Merchant reserves
|
(1,374,906
|
)
|
|
(894,741
|
)
|
||
Deferred revenue
|
35,000
|
|
|
—
|
|
||
Deferred rent
|
58,457
|
|
|
—
|
|
||
Net cash (used) by operating activities
|
(1,913,563
|
)
|
|
(861,637
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(584,198
|
)
|
|
(344,611
|
)
|
||
Purchase of Singular Payments, LLC
|
—
|
|
|
(900,000
|
)
|
||
Notes receivable
|
5,000
|
|
|
(600,000
|
)
|
||
Net cash (used) by investing activities
|
(579,198
|
)
|
|
(1,844,611
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Purchases of treasury stock
|
(966,383
|
)
|
|
(109,382
|
)
|
||
Net cash (used) by financing activities
|
(966,383
|
)
|
|
(109,382
|
)
|
||
|
|
|
|
||||
Change in cash, cash equivalents and merchant reserves
|
(3,459,144
|
)
|
|
(2,815,630
|
)
|
||
Cash, cash equivalents and merchant reserves, beginning of period
|
19,778,022
|
|
|
19,924,379
|
|
||
|
|
|
|
||||
Cash, cash equivalents and merchant reserves, end of period
|
$
|
16,318,878
|
|
|
$
|
17,108,749
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
—
|
|
|
—
|
|
||
Income taxes
|
$
|
49,000
|
|
|
$
|
21,677
|
|
Non-cash transactions:
|
|
|
|
||||
Issuance of common stock in exchange for purchase of Singular Payments, LLC
|
—
|
|
|
3,500,000
|
|
Forgiveness of note receivable in exchange for purchase of Singular Payments, LLC
|
—
|
|
|
600,000
|
|
||
Issuance of deferred compensation to Vaden Landers
|
—
|
|
|
630,000
|
|
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
|
||||
Beginning cash, cash equivalents and merchant reserves:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
4,800,554
|
|
|
$
|
4,120,738
|
|
Merchant reserves
|
|
14,977,468
|
|
|
15,803,641
|
|
||
Total
|
|
$
|
19,778,022
|
|
|
$
|
19,924,379
|
|
|
|
|
|
|
||||
Ending cash, cash equivalents and merchant reserves:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,716,316
|
|
|
$
|
2,199,849
|
|
Merchant reserves
|
|
13,602,562
|
|
|
14,908,900
|
|
||
Total
|
|
$
|
16,318,878
|
|
|
$
|
17,108,749
|
|
|
Estimated Fair Value
|
|
Estimated Useful Life
|
||
Customer list
|
$
|
5,000,000
|
|
|
5 years
|
Total
|
$
|
5,000,000
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
Accrued commissions
|
$
|
57,224
|
|
|
$
|
331,214
|
|
Reserve for merchant losses
|
313,614
|
|
|
172,832
|
|
||
Other accrued expenses
|
658,670
|
|
|
387,882
|
|
||
Accrued taxes
|
34,689
|
|
|
45,129
|
|
||
Accrued salaries
|
153,110
|
|
|
69,205
|
|
||
Total accrued expenses
|
$
|
1,217,307
|
|
|
$
|
1,006,262
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted (loss) per share, net income (loss) available to common shareholders
|
|
$
|
(813,166
|
)
|
|
$
|
(890,025
|
)
|
|
(2,899,410
|
)
|
|
(1,710,945
|
)
|
||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic (loss) per share, weighted average shares outstanding
|
|
12,145,323
|
|
|
8,954,831
|
|
|
12,098,828
|
|
|
8,637,169
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted earnings per share, adjust weighted average shares and assumed conversion
|
|
12,145,323
|
|
|
8,954,831
|
|
|
12,098,828
|
|
|
8,637,169
|
|
||||
Basic (loss) per common share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.20
|
)
|
Diluted (loss) per common share and common share equivalent
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.20
|
)
|
|
Nine Months Ended September 30,
|
||||
|
2018
|
|
2017
|
||
Anti-dilutive awards and options
|
3,848,336
|
|
|
3,433,543
|
|
•
|
Michael Long (Chairman of the Board):
158,476
shares valued at
$2.40
per share or total of
$380,342
;
|
•
|
Louis Hoch (President and Chief Executive Officer):
158,476
shares valued at
$2.40
per share or total of
$380,342
; and
|
•
|
Tom Jewell (Chief Financial Officer):
13,060
shares valued at
$2.50
per share or total of
$32,650
.
|
Period
|
|
(a)
Total number of shares (or units) purchased
|
|
(b)
Average price paid per share (or unit)
|
|
(c)
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
(d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||||||||||
July 1 - July 31, 2018
|
|
|
4,088
|
|
|
|
$
|
1.72
|
|
|
|
|
726,931
|
|
|
|
$
|
1,488,664
|
|
|
August 1 - August 31, 2018
|
|
|
149
|
|
|
|
$
|
1.85
|
|
|
|
|
727,080
|
|
|
|
$
|
1,488,388
|
|
|
Total
|
|
|
4,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation
(included as exhibit 3.1 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Amendment to Restated Articles of Incorporation
(included as exhibit A to the Schedule 14C filed April 18, 2007, and incorporated herein by reference).
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3.3
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Certificate of Change Filed Pursuant to NRS 78.209
(included as exhibit 3.1 to the Form 8-K filed July 23, 2015, and incorporated herein by reference).
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3.4
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Amended and Restated By-laws
(included as exhibit 3.2 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
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10.1
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Employment Agreement between the Company and Michael R. Long, dated February 27, 2007
(included as exhibit 10.1 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
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10.2
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Employment Agreement between the Company and Louis A. Hoch, dated February 27, 2007
(included as exhibit 10.2 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
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10.3
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First Amendment to Employment Agreement between the Company and Michael R. Long, dated November 12, 2009
(included as exhibit 10.15 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
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10.4
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First Amendment to Employment Agreement between the Company and Louis A. Hoch, dated November 12, 2009
(included as exhibit 10.16 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
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10.5
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Second Amendment to Employment Agreement between the Company and Michael R. Long, dated April 12, 2010
(included as exhibit 10.16 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
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10.6
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Second Amendment to Employment Agreement between the Company and Louis A. Hoch, dated April 12, 2010
(included as exhibit 10.17 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
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10.7
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Bank Sponsorship Agreement between the Company and University National Bank, dated August 29, 2011
(included as exhibit 10.18 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
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10.8
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Third Amendment to Employment Agreement between the Company and Michael R. Long, dated January 14, 2011
(included as exhibit 10.19 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
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10.9
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Third Amendment to Employment Agreement between the Company and Louis A. Hoch, dated January 14, 2011
(included as exhibit 10.20 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
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10.10
|
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Fourth Amendment to Employment Agreement between the Company and Michael R. Long, dated July 2, 2012
(included as exhibit 10.18 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
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10.11
|
|
Fourth Amendment to Employment Agreement between the Company and Louis A. Hoch, dated July 2, 2012
(included as exhibit 10.19 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
|
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10.12
|
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Asset Purchase Agreement, dated December 22, 2014, by and between Akimbo Financial, Inc. and Payment Data Systems, Inc.
(included as exhibit 10.1 to the Form 8-K filed December 24, 2014, and incorporated herein by reference).
|
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10.30†
|
|
Membership Interest Purchase Agreement, dated September 1, 2017, by and among Payment Data Systems, Inc., Singular Payments, LLC and Vaden Landers
(included as exhibit 10.1 to the Form 8-K, filed September 8, 2017, and incorporated herein by reference).
|
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|
10.31
|
|
Employment Agreement, dated September 1, 2017, by and between Payment Data Systems, Inc. and Vaden Landers
(included as exhibit 10.2 to the Form 8-K, filed September 8, 2017, and incorporated herein by reference).
|
|
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|
10.32
|
|
First Amendment to Employment Agreement, dated November 27, 2017, by and between Payment Data Systems, Inc. and Tom Jewell
(included as exhibit 10.1 to the Form 8-K, filed November 28, 2017, and incorporated herein by reference).
|
|
|
|
10.33
|
|
Placement Agency Agreement, dated December 21, 2017, by and between Payment Data Systems, Inc. and Maxim Group, LLC
(included as exhibit 10.1 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).
|
|
|
|
10.34
|
|
Share Purchase Agreement, dated December 21, 2017, by and among Payment Data Systems, Inc., CVI Investments, Inc., Hudson Bay Maser Fund Ltd., Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Cayman Fund, L.P.
(included as exhibit 10.2 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).
|
|
|
|
10.35
|
|
Settlement Agreement, dated December 7, 2017, by and among C2Go. Inc., FiCentive, Inc. and Mercury Investment Partners LLC
(included as exhibit 10.42 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
|
|
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|
10.36
|
|
Lease Agreement dated February 9, 2018 between Payment Data Systems, Inc. and Blauners Paesanos Parkway LP
(included as exhibit 10.43 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
|
|
|
|
10.37
|
|
Lease Agreement between Payment Data Systems, Inc. and RP Circle 1 Building, LLC dated December 11, 2017
(included as exhibit 10.44 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
|
|
|
|
14.1
|
|
Code of Ethics
(included as exhibit 14.1 to the Form 10-K filed March 30, 2004, and incorporated herein by reference).
|
|
|
|
16.1
|
|
Letter from Ernst and Young LLP to the Securities and Exchange Commission dated February 10, 2004
(included as exhibit 16 to the Form 8-K filed February 11, 2004, and incorporated herein by reference).
|
|
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|
31.1
|
|
|
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|
31.2
|
|
|
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|
32.1
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document (filed herewith).
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed herewith).
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document (filed herewith).
|
|
|
|
†
|
|
Confidential treatment has been granted for portions of this agreement.
|
|
PAYMENT DATA SYSTEMS, INC
|
||
|
|
|
|
|
|
|
|
Date: November 14, 2018
|
By:
|
/s/ Louis A. Hoch
|
|
|
|
Louis A. Hoch
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: November 14, 2018
|
By:
|
/s/ Tom Jewell
|
|
|
|
Tom Jewell
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|
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