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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 | 18:00:10 |
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DELAWARE
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73-1479833
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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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Title of each
class
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Trading
Symbol
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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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Large accelerated filer
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☐
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Accelerated
Filer
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☐
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Non-accelerated
filer
|
☒
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Smaller reporting company
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☒
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3
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4-5
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6-15
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16
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20
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20
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20
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20
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20
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20
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20
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September 30,
2019
(Unaudited)
|
December
31,
2018
|
ASSETS
|
|
|
Current
assets:
|
|
|
Cash and
cash equivalents
|
$525,201
|
$632,331
|
Accounts
receivable, net
|
133,938
|
87,718
|
Prepaid
expenses and other current assets
|
88,593
|
110,028
|
Total
current assets
|
747,732
|
830,077
|
|
|
|
Property and
equipment, net
|
93,371
|
90,843
|
Other intangible
assets, net
|
4,079,558
|
4,290,773
|
Operating lease
right-of-use assets
|
125,702
|
-
|
Total
assets
|
$5,046,363
|
$5,211,693
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$841,926
|
$758,365
|
Notes
payable
|
-
|
14,954
|
Finance
leases - current portion
|
9,511
|
8,580
|
Accrued
expenses
|
195,119
|
1,268,633
|
Contract
liabilities
|
101,872
|
144,221
|
Operating
lease obligations – current portion
|
28,816
|
-
|
Total current
liabilities
|
1,177,244
|
2,194,753
|
Long term
liabilities:
|
|
|
Finance
leases - net of current portion
|
5,261
|
12,116
|
Operating
lease obligations – net of current portion
|
99,651
|
-
|
Deferred tax
liability, net
|
1,121,152
|
1,088,306
|
Total
liabilities
|
2,403,308
|
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 September
30, 2019 and December 31, 2018, respectively; liquidation value of
$13,758,085 and $11,800,316 at September 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 September 30,
2019 and December 31, 2018
|
1,649
|
1,649
|
Additional
paid-in capital
|
69,196,136
|
68,751,871
|
Accumulated
other comprehensive income
|
442,635
|
344,182
|
Accumulated
deficit
|
(66,943,957)
|
(67,127,122)
|
Common stock in
treasury, at cost; 33,840 shares at September 30, 2019 and December
31, 2018
|
(57,847)
|
(57,847)
|
Total shareholders'
equity
|
2,643,055
|
1,916,518
|
|
|
|
Total liabilities
and shareholders' equity
|
$5,046,363
|
$5,211,693
|
|
Three Months
Ended
|
Nine
Months Ended
|
||
|
September
30,
2019
|
September
30,
2018
|
September
30,
2019
|
September
30,
2018
|
Revenues,
net
|
2,726,433
|
2,238,445
|
7,730,950
|
6,572,841
|
Cost of
revenues:
|
|
|
|
|
Cost
of revenues
|
1,973,499
|
1,653,382
|
5,649,535
|
4,787,214
|
Amortization
of acquired technology
|
-
|
72,351
|
-
|
220,181
|
Total
cost of revenues
|
1,973,499
|
1,725,733
|
5,649,535
|
5,007,395
|
Gross
profit
|
752,934
|
512,712
|
2,081,415
|
1,565,446
|
|
||||
Operating
expenses
|
|
|
|
|
Salaries and
related
|
381,585
|
193,036
|
1,042,459
|
589,217
|
General and
administrative
|
261,993
|
373,999
|
879,291
|
1,040,554
|
Stock-based
compensation
|
303,958
|
297,384
|
361,698
|
716,833
|
Amortization of
other intangible assets
|
116,401
|
135,605
|
346,946
|
412,449
|
Total operating
expenses
|
1,063,937
|
1,000,024
|
2,630,394
|
2,759,053
|
Loss from
operations
|
(311,003)
|
(487,312)
|
(548,979)
|
(1,193,607
|
|
|
|||
Other income
(expense):
|
|
|
|
|
Interest income
(expense)
|
-
|
13
|
-
|
(1,685
|
Other
income
|
884,620
|
44,280
|
892,652
|
42,329
|
Unrealized gain
(loss) on stock price guarantee
|
8,017
|
(12,025
|
3,688
|
(3,527
|
Total other income,
net
|
892,637
|
32,268
|
896,340
|
37,117
|
|
|
|||
Income (loss)
before provision for income taxes
|
581,634
|
(455,044
|
347,361
|
(1,156,490
|
Provision for
income taxes
|
-
|
-
|
960
|
1,260
|
Net income
(loss)
|
581,634
|
(455,044
|
346,401
|
(1,157,750
|
Preferred share
redemption discount
|
-
|
116,017
|
-
|
250,170
|
Preferred
dividends
|
(50,395)
|
(45,955
|
(141,287)
|
(128,914)
|
Net income (loss)
available to common shareholders
|
$531,239
|
$(384,982
|
$205,114
|
$(1,036,494
|
|
|
|
|
|
Net income (loss)
per share – basic
|
$0.33
|
$(0.24)
|
$0.13
|
$(0.64)
|
Net income (loss)
per share - diluted
|
$0.32
|
$(0.24)
|
$0.12
|
$(0.64)
|
Weighted average
number of common shares outstanding - basic
|
1,614,817
|
1,620,589
|
1,614,817
|
1,625,318
|
Weighted average
number of common shares outstanding - diluted
|
1,671,693
|
1,620,589
|
1,667,566
|
1,625,318
|
Condensed
consolidated statements of comprehensive income (loss)
|
|
|
|
|
Net income
(loss)
|
$581,634
|
$(455,044
|
$346,401
|
$(1,157,750
|
Other comprehensive
income (loss):
|
|
|
|
|
Foreign currency
translation adjustments
|
(24,925)
|
229,484
|
98,453
|
(393,304
|
Comprehensive
income (loss)
|
$556,709
|
$(225,560
|
$444,854
|
$(1,551,054
|
|
2019
|
2018
|
Cash flows from
operating activities:
|
|
|
Net income
(loss)
|
$346,401
|
$(1,157,750)
|
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
368,183
|
649,537
|
Amortization
of operating lease right-of-use assets
|
16,020
|
-
|
Share-based
compensation
|
361,698
|
716,833
|
Unrealized
loss (gain) on stock price guarantee
|
(3,688)
|
3,527
|
Other
income from stock price guarantee
|
(880,553)
|
-
|
Loss
on disposal of property and equipment
|
-
|
1,944
|
Changes in
assets and liabilities:
|
|
|
Accounts
receivable
|
(44,051)
|
(71,625)
|
Prepaid
expenses and other current assets
|
24,381
|
(43,103)
|
Accounts
payable
|
146,778
|
81,532
|
Accrued
expenses
|
(192,901)
|
33,709
|
Contract
liabilities
|
(46,382)
|
(64,643)
|
Operating
lease obligations
|
(13,266)
|
-
|
Net cash
provided by operating activities
|
82,620
|
149,961
|
Cash flows from
investing activities:
|
|
|
Proceeds
from sale of property and equipment
|
-
|
1,182
|
Purchase of
property and equipment
|
(16,077)
|
(31,226)
|
Net cash
used in investing activities
|
(16,077)
|
(30,044)
|
|
|
|
Cash flows from
financing activities:
|
|
|
Payments on
finance leases
|
(6,523)
|
(6,110)
|
Payments on
notes payable
|
(15,346)
|
(250,049)
|
Payments
of preferred dividends
|
(163,236)
|
-
|
Payments on
related party note payable
|
-
|
(29,422)
|
Net cash
used in financing activities
|
(185,105)
|
(285,581)
|
Effect of exchange
rate changes on cash, cash equivalents and funds in
trust
|
11,432
|
(22,463)
|
|
|
|
Net change in cash,
cash equivalents and funds in trust
|
(107,130)
|
(188,127)
|
|
|
|
Cash, cash
equivalents and funds in trust, beginning of period
|
632,331
|
738,690
|
|
|
|
Cash, cash
equivalents and funds in trust, end of period
|
$525,201
|
$550,563
|
Reconciliation of
cash, cash equivalents and funds held in trust at end of
period:
|
|
|
Cash
and cash equivalents
|
$525,201
|
$550,563
|
Funds
held in trust
|
-
|
-
|
Cash, cash
equivalents and funds held in trust at end of period
|
$525,201
|
$550,563
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
Cash paid during
the period for:
|
|
|
Income
taxes
|
$500
|
$1,260
|
Interest
|
$932
|
$1,658
|
SUPPLEMENTAL
DISCLOSURES OF NON-CASH ITEMS
|
|
|
Repurchase
of preferred and common stock with note payable
|
$-
|
$202,656
|
Issuance of
preferred shares in settlement of accrued expenses
|
$83,221
|
$-
|
Operating
lease liabilities from obtaining operating lease right-of-use
assets
|
$55,600
|
$-
|
|
Preferred
stock
|
Common
stock
|
Paid-in
|
Treasury
Stock
|
OtherComprehensive
|
Accumulated
|
Total
Stockholders'
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Shares
|
Amount
|
income
|
Deficit
|
Equity
|
Balance,
December 31, 2017
|
3,724,547.00
|
$3,725.00
|
1,648,657
|
$1,649
|
$68,574,974
|
(14,535)
|
$(26,529)
|
$975,877
|
$(55,845,766)
|
$13,683,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Re-purchase
of Common and Preferred shares
|
(33,899)
|
(34)
|
-
|
-
|
(107,184)
|
(4,905)
|
(7,986)
|
-
|
63,244
|
(51,960)
|
|
|
|
|
|
|
|
|
|
|
-
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(372,157)
|
-
|
(372,157)
|
|
|
|
|
|
|
|
|
|
|
-
|
Share-based
compensation expense
|
-
|
-
|
-
|
-
|
356,354
|
-
|
-
|
-
|
-
|
356,354
|
|
|
|
|
|
|
|
|
|
|
-
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(509,370)
|
(509,370)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2018
|
3,690,648.00
|
3,691.00
|
1,648,657
|
1,649
|
68,824,144
|
(19,440)
|
(34,515)
|
603,720
|
(56,291,892)
|
13,106,797
|
|
|
|
|
|
|
|
|
|
|
|
Re-purchase
of Common and Preferred shares
|
(37,320)
|
(38)
|
-
|
-
|
(120,409)
|
(5,400)
|
(8,679)
|
-
|
70,909
|
(58,217)
|
|
|
|
|
|
|
|
|
|
|
-
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(250,631)
|
-
|
(250,631)
|
|
|
|
|
|
|
|
|
|
|
-
|
Share-based
compensation expense
|
-
|
-
|
-
|
-
|
63,095
|
-
|
-
|
-
|
-
|
63,095
|
|
|
|
|
|
|
|
|
|
|
-
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(193,336)
|
(193,336)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2018
|
3,653,328.00
|
3,653.00
|
1,648,657
|
1,649
|
68,766,830
|
(24,840)
|
(43,194)
|
353,089
|
(56,414,319)
|
12,667,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Re-purchase
of Common and Preferred shares
|
(62,200)
|
(62)
|
-
|
-
|
(194,984)
|
(9,000)
|
(14,653)
|
-
|
116,017
|
(93,682)
|
|
|
|
|
|
|
|
|
|
|
-
|
Foreign
currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
229,484
|
-
|
229,484
|
|
|
|
|
|
|
|
|
|
|
-
|
Share-based
compensation expense
|
193,584
|
194
|
-
|
-
|
297,190
|
-
|
-
|
-
|
-
|
297,384
|
|
|
|
|
|
|
|
|
|
|
-
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(455,044)
|
(455,044)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2018
|
3,784,712.00
|
$3,785.00
|
1,648,657
|
$1,649
|
$68,869,036
|
(33,840)
|
$(57,847)
|
$582,573
|
$(56,753,346)
|
$12,645,850
|
a.
|
Client
services
|
b.
|
Shipping
calculator services
|
c.
|
Brewery
management software
|
d.
|
Shipping
coordination and label generation services
|
|
Three Months
Ended
|
Nine
Months Ended
|
||
|
September
30,
2019
|
September
30,
2018
|
September
30,
2019
|
September
30,
2018
|
Client
services
|
$844
|
$2,234
|
$13,034
|
$10,366
|
Shipping calculator
services
|
(359,647)
|
(95,941)
|
(561,515)
|
(644,377)
|
Brewery management
software
|
19,231
|
2,461
|
53,029
|
(8,376)
|
Shipping
coordination and label generation services
|
28,569
|
(396,066)
|
(53,527)
|
(551,220)
|
Total loss from
operations
|
$(311,003)
|
$(487,312)
|
$(548,979)
|
$(1,193,607)
|
|
September 30,
2019
(unaudited)
|
December 31,
2018
|
Payroll and related
costs
|
$9,477
|
$169,691
|
Professional and
consulting fees
|
410
|
2,100
|
Royalties
|
47,803
|
51,838
|
Stock price
guarantee
|
-
|
884,241
|
Sales
tax
|
31,902
|
31,902
|
Accrued cost of
revenues
|
93,507
|
115,133
|
Other
|
12,020
|
13,728
|
Total
|
$195,119
|
$1,268,633
|
|
September
30,
2019
|
December
31,
2018
|
Patents
|
$16,000
|
$16,000
|
Software
|
83,750
|
83,750
|
Trade
name
|
808,717
|
785,038
|
Technology
|
516,491
|
501,360
|
Client list /
relationship
|
4,753,601
|
4,620,599
|
Accumulated
amortization
|
(2,099,001)
|
(1,715,974)
|
|
$4,079,558
|
$4,290,773
|
|
Three Months Ended
September 30, 2019
|
Nine
Months Ended September 30, 2019
|
Operating lease
cost
|
$12,091
|
$23,397
|
|
|
|
Finance lease
cost:
|
|
|
Amortization of
leased assets
|
$2,559
|
$7,812
|
Interest on lease
liabilities
|
393
|
1,325
|
Total finance lease
cost
|
$2,952
|
$9,137
|
|
Nine
Months Ended September 30, 2019
|
Cash paid for
amounts included in leases:
|
|
Operating cash
flows from operating leases
|
$20,929
|
Operating cash
flows from finance leases
|
$1,325
|
Financing cash
flows from finance leases
|
$6,523
|
|
|
Right-of-use assets
obtained in exchange for lease obligations:
|
|
Operating
leases
|
$55,600
|
Finance
leases
|
$-
|
Weighted average
remaining lease term:
|
|
Operating
lease
|
3.9 years
|
Finance
leases
|
1.6 years
|
|
|
Weighted average
discount rate:
|
|
Operating
lease
|
9.0%
|
Finance
leases
|
9.7%
|
Years ending
December 31,
|
Total
|
2019 (remaining
months)
|
$9,801
|
2020
|
39,203
|
2021
|
39,203
|
2022
|
39,203
|
2023
|
26,135
|
Total lease
liabilities
|
$153,545
|
Less
amount representing interest
|
(25,078)
|
Total
|
128,467
|
Less
current portion
|
(28,816)
|
|
$99,651
|
Year ending
December 31,
|
Total
|
2019 (remaining
months)
|
$2,622
|
2020
|
10,489
|
2021
|
2,804
|
Total minimum
payments required
|
15,915
|
Less amount
representing interest
|
(1,143)
|
Present value of
net minimum lease payments
|
14,772
|
Less current
portion
|
(9,511)
|
|
$5,261
|
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.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
|
Three months Ended
September 30,
|
|
|
|
2019
|
2018
|
%
Change
|
Client
services
|
$1,073
|
$2,890
|
$(63)%
|
Brewery management
software
|
49,107
|
68,101
|
(28)%
|
Shipping
coordination and label generation services
|
2,634,330
|
2,126,755
|
24%
|
Shipping calculator
services
|
41,923
|
40,699
|
3%
|
Total
revenues
|
$2,726,433
|
$2,238,445
|
22%
|
|
|
|
Nine
months Ended September 30,
|
|
|
|
2019
|
2018
|
%
Change
|
Client
services
|
$17,191
|
$13,455
|
28%
|
Brewery management
software
|
156,394
|
211,124
|
(26)%
|
Shipping
coordination and label generation services
|
7,439,478
|
6,213,868
|
20%
|
Shipping calculator
services
|
117,887
|
134,394
|
(12)%
|
Total
revenues
|
$7,730,950
|
$6,572,841
|
18%
|
|
|
|
2019
|
2018
|
Net income
(loss)
|
$346,401
|
$(1,157,750)
|
Depreciation and
amortization
|
368,183
|
649,537
|
Amortization of
operating lease right-of-use assets
|
16,020
|
-
|
Share-based
compensation
|
361,698
|
716,833
|
Unrealized loss
(gain) on stock price guarantee
|
(3,688)
|
3,527
|
Other income from
stock price guarantee
|
(880,553)
|
|
Loss on disposal of
property and equipment
|
-
|
1,944
|
Changes in assets
and liabilities
|
(125,441)
|
(64,130
|
Net cash provided
by operating activities
|
$82,620
|
$149,961
|
|
|
PAID,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Allan Pratt
|
|
|
|
Allan
Pratt, Chief Executive Officer
|
|
|
By:
|
/s/ W. Austin
Lewis IV
|
|
Date:
November 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
|
|
|
1 Year Paid (PK) Chart |
1 Month Paid (PK) Chart |
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