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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Paid Inc (PK) | USOTC:PAYD | OTCMarkets | 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% | 1.50 | 1.35 | 1.54 | 0.00 | 13:22:49 |
DELAWARE
|
73-1479833
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(State
or Other Jurisdiction of Incorporation or
Organization)
|
(I.R.S.
Employer Identification No.)
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Large accelerated filer
|
☐
|
Accelerated
Filer
|
☐
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Non-accelerated
filer
|
☐
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Smaller reporting company
|
☒
|
|
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Emerging
Growth Company
|
☐ |
Title
of each class
|
Trading
Symbol
|
Name of
each exchange on which registered
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None
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None
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None
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June
30, 2019
|
December 31,
2018
|
ASSETS
|
(Unaudited)
|
|
Current
assets:
|
|
|
Cash and
cash equivalents
|
$
595,933
|
$
632,331
|
Accounts
receivable, net
|
134,219
|
87,718
|
Prepaid
expenses and other current assets
|
114,396
|
110,028
|
Total
current assets
|
844,548
|
830,077
|
|
|
|
Property and
equipment, net
|
99,799
|
90,843
|
Other intangible
assets, net
|
4,232,899
|
4,290,773
|
Operating lease
right-of-use assets
|
79,275
|
-
|
Total
assets
|
$
5,256,521
|
$
5,211,693
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$
1,028,057
|
$
758,365
|
Notes
payable
|
-
|
14,954
|
Finance
leases - current portion
|
9,364
|
8,580
|
Accrued
expenses
|
1,120,445
|
1,268,633
|
Contract
liabilities
|
97,739
|
144,221
|
Operating
lease obligations – current portion
|
16,492
|
-
|
Total current
liabilities
|
2,272,097
|
2,194,753
|
Long term
liabilities:
|
|
|
Finance
leases - net of current portion
|
7,796
|
12,116
|
Operating
lease obligations – net of current portion
|
63,136
|
-
|
Deferred tax
liability, net
|
1,131,104
|
1,088,306
|
Total
liabilities
|
3,474,133
|
3,295,175
|
Commitments and
contingencies
|
|
|
Shareholders'
equity:
|
|
|
Series A
Preferred stock, $0.001 par value, 5,000,000 shares authorized;
4,438,578 and 3,784,712 shares issued and outstanding at June 30,
2019 and December 31, 2018, respectively; liquidation value of
$11,727,972 and $11,800,316 at June 30, 2019 and December 31, 2018,
respectively
|
4,439
|
3,785
|
Common
stock, $0.001 par value, 25,000,000 shares authorized; 1,648,657
shares issued and 1,614,817 shares outstanding at June 30, 2019 and
December 31, 2018
|
1,649
|
1,649
|
Additional
paid-in capital
|
68,892,178
|
68,751,871
|
Accumulated
other comprehensive income
|
467,560
|
344,182
|
Accumulated
deficit
|
(67,525,591
)
|
(67,127,122
)
|
Common stock in
treasury, at cost; 33,840 shares at June 30, 2019 and December 31,
2018
|
(57,847
)
|
(57,847
)
|
Total shareholders'
equity
|
1,782,388
|
1,916,518
|
|
|
|
Total liabilities
and shareholders' equity
|
$
5,256,521
|
$
5,211,693
|
|
Three Months
Ended
|
Six
Months Ended
|
||
|
June 30,
2019
|
June 30,
2018
|
June
30, 2019
|
June
30, 2018
|
Revenues,
net
|
$
2,715,497
|
$
2,336,460
|
$
5,004,517
|
$
4,334,396
|
Cost of
revenues:
|
|
|
|
|
Cost
of revenues
|
1,976,118
|
1,726,985
|
3,676,036
|
3,133,832
|
Amortization
of acquired technology
|
-
|
73,208
|
-
|
147,830
|
Total
cost of revenues
|
1,976,118
|
1,800,193
|
3,676,036
|
3,281,662
|
Gross
profit
|
739,379
|
536,267
|
1,328,481
|
1,052,734
|
|
||||
Operating
expenses
|
|
|
|
|
Salaries and
related
|
332,026
|
192,904
|
660,874
|
396,181
|
General and
administrative
|
325,389
|
333,305
|
617,298
|
666,555
|
Stock-based
compensation
|
(1,100
)
|
63,095
|
57,740
|
419,449
|
Amortization of
other intangible assets
|
110,418
|
137,154
|
230,545
|
276,844
|
Total operating
expenses
|
766,733
|
726,458
|
1,566,457
|
1,759,029
|
Loss from
operations
|
(27,354
)
|
(190,191
)
|
(237,976
)
|
(706,295
)
|
|
|
|||
Other income
(expense):
|
|
|
|
|
Interest
expense
|
-
|
(734
)
|
-
|
(1,698
)
|
Other income
(expense), net
|
2,492
|
(1,951
)
|
8,032
|
(1,951
)
|
Unrealized gain
(loss) on stock price guarantee
|
2,085
|
-
|
(4,329
)
|
8,498
|
Total other income
(expense), net
|
4,567
|
(2,685
)
|
3,703
|
4,849
|
|
|
|||
Loss before
provision for income taxes
|
(22,787
)
|
(192,876
)
|
(234,273
)
|
(701,446
)
|
Provision for
income taxes
|
460
|
460
|
960
|
1,260
|
Net
loss
|
(23,247
)
|
(193,336
)
|
(235,233
)
|
(702,706
)
|
Preferred share
redemption discount
|
-
|
70,909
|
-
|
134,153
|
Preferred
dividends
|
(47,921
)
|
(39,988
)
|
(90,892
)
|
(82,959
)
|
Net loss available
to common shareholders
|
$
(71,168
)
|
$
(162,415
)
|
$
(326,125
)
|
$
(651,512
)
|
|
|
|
|
|
Net loss per share
– basic and diluted
|
$
(0.04
)
|
$
(0.08
)
|
$
(0.20
)
|
$
(0.40
)
|
Weighted average
number of common shares outstanding - basic and
diluted
|
1,614,817
|
1,625,004
|
1,614,817
|
1,627,722
|
Condensed
consolidated statements of comprehensive loss
|
|
|
|
|
Net
loss
|
$
(23,247
)
|
$
(193,336
)
|
$
(235,233
)
|
$
(702,706
)
|
Other comprehensive
income (loss):
|
|
|
|
|
Foreign currency
translation adjustments
|
50,233
|
(250,631
)
|
123,378
|
(622,788
)
|
Comprehensive
income (loss)
|
$
26,986
|
$
(443,967
)
|
$
(111,855
)
|
$
(1,325,494
)
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements. |
|
2019
|
2018
|
Cash flows from
operating activities:
|
|
|
Net
loss
|
$
(235,233
)
|
$
(702,706
)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
246,207
|
436,469
|
Amortization
of operating lease right-of-use assets
|
7,553
|
-
|
Share-based
compensation
|
57,740
|
419,449
|
Unrealized
loss (gain) on stock price guarantee
|
4,329
|
(8,498
)
|
Loss
on disposal of property and equipment
|
-
|
1,951
|
Changes in
assets and liabilities:
|
|
|
Accounts
receivable
|
(43,346
)
|
(26,201
)
|
Prepaid
expenses and other current assets
|
(295
)
|
(76,394
)
|
Accounts
payable
|
247,943
|
218,034
|
Accrued
expenses
|
(84,169
)
|
34,632
|
Contract
liabilities
|
(51,202
)
|
(8,501
)
|
Operating
lease obligations
|
(7,206
)
|
-
|
Net cash
provided by operating activities
|
143,321
|
288,235
|
|
|
|
Cash flows from
investing activities:
|
|
|
Proceeds
from sale of property and equipment
|
-
|
1,190
|
Loans
under note receivable
|
-
|
(31,925
)
|
Purchase of
property and equipment
|
(16,024
)
|
(31,472
)
|
Net cash
used in investing activities
|
(16,024
)
|
(62,207
)
|
|
|
|
Cash flows from
financing activities:
|
|
|
Payments on
finance leases
|
(4,281
)
|
(4,055
)
|
Payments on
notes payable
|
(15,346
)
|
(158,232
)
|
Payments
of preferred dividends
|
(163,236
)
|
-
|
Payments on
related party note payable
|
-
|
(29,653
)
|
Net cash
used in financing activities
|
(182,863
)
|
(191,940
)
|
Effect of
exchange rate changes on cash, cash equivalents and funds in
trust
|
20,168
|
(35,572
)
|
|
|
|
Net change in cash,
cash equivalents and funds in trust
|
(36,398
)
|
(1,484
)
|
|
|
|
Cash, cash
equivalents and funds in trust, beginning of period
|
632,331
|
738,690
|
|
|
|
Cash, cash
equivalents and funds in trust, end of period
|
$
595,933
|
$
737,206
|
Reconciliation of
cash, cash equivalents and funds held in trust at end of
period:
|
|
|
Cash
and cash equivalents
|
$
595,933
|
$
550,637
|
Funds
held in trust
|
-
|
186,569
|
Cash, cash
equivalents and funds held in trust at end of period
|
$
595,933
|
$
737,206
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
Cash paid during
the period for:
|
|
|
Income
taxes
|
$
500
|
$
1,260
|
Interest
|
$
932
|
$
1,698
|
SUPPLEMENTAL
DISCLOSURES OF NON-CASH ITEMS
|
|
|
Repurchase
of preferred and common stock with note payable
|
$
-
|
$
106,039
|
Issuance of
preferred shares in settlement of accrued
expenses
|
$
83,221
|
$
-
|
|
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Accumulated Other
Comprehensive
|
Accumulated
|
Treasury Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Shares
|
Amount
|
Total
|
Balance, January 1,
2018
|
3,724,547
|
$
3,725
|
1,648,657
|
$
1,649
|
$
68,574,974
|
$
975,877
|
$
(55,845,766
)
|
(14,535
)
|
$
(26,529
)
|
$
13,683,930
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common and preferred
shares
|
(33,899
)
|
(34
)
|
-
|
-
|
(107,184
)
|
-
|
63,244
|
(4,905
)
|
(7,986
)
|
(51,960
)
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
(372,157
)
|
-
|
-
|
-
|
(372,157
)
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
expense
|
-
|
-
|
-
|
-
|
356,354
|
-
|
-
|
-
|
-
|
356,354
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(509,370
)
|
-
|
-
|
(509,370
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31,
2018
|
3,690,648
|
$
3,691
|
1,648,657
|
$
1,649
|
$
68,824,144
|
$
603,720
|
$
(56,291,892
)
|
(19,440
)
|
$
(34,515
)
|
$
13,106,797
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common and preferred
shares
|
(37,320
)
|
(38
)
|
-
|
-
|
(120,409
)
|
-
|
70,909
|
(5,400
)
|
(8,679
)
|
(58,217
)
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
(250,631
)
|
-
|
-
|
-
|
(250,631
)
|
|
|
|
|
|
|
|
|
|
|
|
Share based compensation
expense
|
-
|
-
|
-
|
-
|
63,095
|
-
|
-
|
-
|
-
|
63,095
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(193,336
)
|
-
|
-
|
(193,336
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30,
2018
|
3,653,328
|
$
3,653
|
1,648,657
|
$
1,649
|
$
68,766,830
|
$
353,089
|
$
(56,414,319
)
|
(24,840
)
|
$
(43,194
)
|
$
12,667,708
|
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid in
|
Accumulated
Other Comprehensive
|
Accumulated
|
Treasury
Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Shares
|
Amount
|
Total
|
Balance,
January 1, 2019
|
$
3,784,712
|
$
3,785
|
$
1,648,657
|
$
1,649
|
$
68,751,871
|
$
344,182
|
$
(67,127,122
)
|
$
(33,840
)
|
$
(57,847
)
|
$
1,916,518
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
$
73,145
|
-
|
-
|
-
|
73,145
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
compensation expense
|
-
|
-
|
-
|
-
|
58,840
|
-
|
-
|
-
|
-
|
58,840
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(211,986
)
|
-
|
-
|
(211,986
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March
31, 2019
|
3,784,712
|
3,785
|
1,648,657
|
1,649
|
68,810,711
|
417,327
|
(67,339,108
)
|
(33,840
)
|
(57,847
)
|
1,836,517
|
|
|
|
|
|
|
|
|
|
|
|
F
oreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
50,233
|
-
|
-
|
-
|
50,233
|
|
|
|
|
|
|
|
|
|
|
|
Preferred dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(163,236
)
|
-
|
-
|
(163,236
)
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
expense
|
-
|
-
|
-
|
-
|
(1,100
)
|
-
|
-
|
-
|
-
|
(1,100
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(23,247
)
|
-
|
-
|
(23,247
)
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares issued as
compensation
|
653,866
|
654
|
|
|
82,567
|
-
|
-
|
-
|
-
|
83,221
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30,
2019
|
4,438,578
|
$
4,439
|
1,648,657
|
1,649
|
$
68,892,178
|
467,560
|
(67,525,591
)
|
(33,840
)
|
(57,847
)
|
$
1,782,388
|
a.
|
Client
services
|
b.
|
Shipping
calculator services
|
c.
|
Brewery
management software
|
d.
|
Shipping
coordination and label generation services
|
|
Three Months
Ended
|
Six
Months Ended
|
||
|
June
30, 2019
|
June
30, 2018
|
June
30, 2019
|
June
30, 2018
|
Client
services
|
$
13,076
|
$
5,182
|
$
16,118
|
$
10,565
|
Shipping calculator
services
|
41,235
|
45,569
|
75,964
|
93,695
|
Brewery management
software
|
51,218
|
70,960
|
107,287
|
143,023
|
Shipping
coordination and label generation services
|
2,609,968
|
2,214,749
|
4,805,148
|
4,087,113
|
Total
revenues
|
$
2,715,497
|
$
2,336,460
|
$
5,004,517
|
$
4,334,396
|
|
Three Months
Ended
|
Six
Months Ended
|
||
|
June
30, 2019
|
June
30, 2018
|
June
30, 2019
|
June
30, 2018
|
Client
services
|
$
9,836
|
$
3,943
|
$
12,190
|
$
8,132
|
Shipping calculator
services
|
(49,283
)
|
(113,177
)
|
(201,868
)
|
(548,436
)
|
Brewery management
software
|
13,191
|
(10,608
)
|
33,798
|
(10,837
)
|
Shipping
coordination and label generation services
|
(1,098
)
|
(70,349
)
|
(82,096
)
|
(155,154
)
|
Total loss from
operations
|
$
(27,354
)
|
$
(190,191
)
|
$
(237,976
)
|
$
(706,295
)
|
|
June
30, 2019
|
December 31,
2018
|
|
(unaudited)
|
|
Payroll and related
costs
|
$
10,603
|
$
169,691
|
Professional and
consulting fees
|
410
|
2,100
|
Royalties
|
51,838
|
51,838
|
Stock price
guarantee
|
888,570
|
884,241
|
Other
|
169,024
|
160,763
|
Total
|
1,120,445
|
$
1,268,633
|
|
June
30, 2019
|
December 31,
2018
|
Patents
|
$
16,000
|
$
16,000
|
Software
|
83,750
|
83,750
|
Trade
Name
|
815,908
|
785,038
|
Technology
|
521,075
|
501,360
|
Client list /
relationship
|
4,793,898
|
4,620,599
|
Accumulated
amortization
|
(1,997,732
)
|
(1,715,974
)
|
|
$
4,232,899
|
$
4,290,773
|
|
Three Months Ended
June 30, 2019
|
Six
Months Ended
June
30, 2019
|
Operating lease
cost
|
$
5,653
|
$
11,306
|
|
|
|
Finance lease
cost:
|
|
|
Amortization of
leased assets
|
$
2,670
|
$
5,253
|
Interest on lease
liabilities
|
431
|
932
|
Total finance lease
cost
|
$
3,091
|
$
6,185
|
|
Six
Months Ended
June
30, 2019
|
Cash paid for
amounts included in leases:
|
|
Operating cash
flows from operating leases
|
$
10,954
|
Operating cash
flows from finance leases
|
$
932
|
Financing cash
flows from finance leases
|
$
4,281
|
|
|
Right-of-use assets
obtained in exchange for lease obligations:
|
|
Operating
leases
|
$
-
|
Finance
leases
|
$
-
|
|
Six
Months Ended
June
30, 2019
|
Weighted Average
Remaining Lease Term
|
|
Operating
lease
|
4.2 years
|
Finance
leases
|
1.8 years
|
|
|
Weighted Average
Discount Rate
|
|
Operating
lease
|
9.0
%
|
Finance
leases
|
9.7
%
|
Years ending
December 31,
|
Total
|
2019 (remaining
months)
|
$
11,261
|
2020
|
22,522
|
2021
|
22,522
|
2022
|
22,522
|
2023
|
15,015
|
Total lease
liabilities
|
$
93,842
|
Less
amount representing interest
|
(14,214
)
|
Total
|
79,628
|
Less
current portion
|
(16,492
)
|
|
$
63,136
|
Year ending
December 31,
|
Total
|
2019 (remaining
months)
|
$
5,224
|
2020
|
10,447
|
2021
|
2,792
|
Total minimum
payments required:
|
18,463
|
Less amount
representing interest:
|
(1,303
)
|
Present value of
net minimum lease payments:
|
17,160
|
Less current
portion
|
(9,364
)
|
|
$
7,796
|
Year Ended December
31,
|
Capital
|
Operating
|
2019
|
$
10,222
|
$
29,779
|
2020
|
10,222
|
38,202
|
2021
|
2,736
|
38,202
|
2022
|
-
|
38,202
|
2023
|
-
|
25,477
|
Total future
minimum lease payments
|
23,180
|
$
169,862
|
Less amount
representing interest
|
(2,484
)
|
|
Present value of
net minimum lease payment
|
20,696
|
|
Less current
portion
|
(8,580
)
|
|
|
$
12,116
|
|
ITEM 2.
|
M
ANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
|
Three months Ended June
30,
|
||
|
2019
|
2018
|
%
Change
|
Client
services
|
$
13,076
|
$
5,182
|
152
%
|
Brewery management
software
|
51,218
|
70,960
|
(28
)%
|
Shipping
coordination and label generation services
|
2,609,968
|
2,214,749
|
18
%
|
Shipping calculator
services
|
41,235
|
45,569
|
(9
)%
|
Total
revenues
|
$
2,715,497
|
$
2,336,460
|
16
%
|
|
|
|
|
|
Six months Ended June
30,
|
||
|
2019
|
2018
|
%
Change
|
Client
services
|
$
16,118
|
$
10,565
|
53
%
|
Brewery management
software
|
107,287
|
143,023
|
(25
)%
|
Shipping
coordination and label generation services
|
4,805,148
|
4,087,113
|
18
%
|
Shipping calculator
services
|
75,964
|
93,695
|
(19
)%
|
Total
revenues
|
$
5,004,517
|
$
4,334,396
|
15
%
|
|
|
|
|
|
2019
|
2018
|
Net
loss
|
$
(235,233
)
|
$
(702,706
)
|
Depreciation and
amortization
|
246,207
|
436,469
|
Amortization of
operating lease right-of-use assets
|
7,553
|
-
|
Share-based
compensation
|
57,740
|
419,449
|
Unrealized loss
(gain) on stock price guarantee
|
4,329
|
(8,498
)
|
Loss on disposal of
property and equipment
|
-
|
1,951
|
Changes in assets
and liabilities
|
61,725
|
141,570
|
Net cash provided
by operating activities
|
$
143,321
|
$
288,235
|
|
|
|
101.INS
|
|
XBRL
Instance Document (filed herewith)
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema (filed herewith)
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase (filed
herewith)
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase (filed
herewith)
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase (filed herewith)
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase (filed
herewith)
|
|
|
PAID,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Allan
Pratt
|
|
|
|
Allan
Pratt, Chief Executive Officer
|
|
|
By:
|
/s/ W. Austin
Lewis IV
|
|
Date:
August 14, 2019
|
|
W.
Austin Lewis, IV, Chief Financial Officer
|
Exhibit
No.
|
|
Description
|
|
CEO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
CFO
Certification required under Section 302 of Sarbanes-Oxley Act of
2002
|
|
|
CEO and
CFO Certification required under Section 906 of Sarbanes-Oxley Act
of 2002
|
|
|
|
|
101.INS
|
|
XBRL
Instance Document (filed herewith)
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema (filed herewith)
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase (filed
herewith)
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase (filed
herewith)
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase (filed herewith)
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase (filed
herewith)
|
1 Year Paid (PK) Chart |
1 Month Paid (PK) Chart |
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