The accompanying unaudited consolidated financial statements of Payment Data Systems, Inc. and its subsidiaries (the “Company”) have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying interim consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company's financial position, results of operations and cash flows for such periods. The accompanying interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on April 1, 2013. Results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.
The Company’s financial instruments relate to its trading marketable securities, which are valued using quoted market prices. Adjustments to fair value are recorded in the consolidated statement of operations.
Mr. Michael R. Long and Louis A. Hoch
As previously disclosed, in 2002, the Company recognized a loss on margin loans it guaranteed for Michael R. Long, then Chairman of the Board of Directors and Chief Executive Officer, and the Company’s current Chief Executive Officer and Chief Financial Officer; and Louis A. Hoch, the Company’s President and Chief Operating Officer, in the amounts of $535,302 and $449,371, respectively. In February 2007, the Company signed employment agreements with Mr. Long and Mr. Hoch that required each to repay his respective obligation to the Company in four equal annual payments of cash or stock or any combination thereof. In December 2007, the Company accepted common stock and stock options valued at $133,826 and $112,343 from Mr. Long and Mr. Hoch, respectively, in satisfaction of their annual payments for 2007 as provided for under their respective employment agreements.
On November 12, 2009, the Company executed amendments to its employment agreements with Mr. Long and Mr. Hoch. Under the terms of their respective amended employment agreements, Mr. Long and Mr. Hoch agreed to reduce their annual base salaries for 2009 to $190,000 and $175,000, respectively, from $375,000 and $350,000, respectively.
In December 2009, Mr. Long and Mr. Hoch did not pay the Company the third annual installment pursuant to their respective employment agreements. They each withheld payment of the installment due because the Company had partially deferred payment of their salary for 2009 called for under their respective employment agreements. At December 31, 2009, the Company owed Mr. Long and Mr. Hoch deferred salaries for 2009 of $162,385 and $141,808, respectively, and Mr. Long and Mr. Hoch owed the Company $133,825 and $112,343, respectively, for the third installment of their loan repayments. The total amount owed to the Company for the unpaid installments was $456,168 and was classified as “Related Party Receivable” on the Company’s balance sheet at December 31, 2009.
On April 12, 2010, the Company executed a second amendment to its employment agreements with Mr. Long and Mr. Hoch. Under the terms of the second amendment to their respective amended employment agreements, Mr. Long and Mr. Hoch agreed to reduce their annual base salaries for 2010 to $24,000 each from $375,000 and $350,000, respectively, and to change their annual bonus limit from 100% of current salary to 100% of the highest salary received in any year of the agreement.
In December 2010, Mr. Long and Mr. Hoch did not pay the Company the fourth and final annual installment pursuant to their respective employment agreements. They each withheld payment of the installment due because the Company continued to be unable to pay the deferred salaries that were called for under their respective employment agreements. At December 31, 2010, the Company owed Mr. Long and Mr. Hoch deferred salaries of $147,368 and $126,915, respectively, in regards to their 2009 deferred salary balances. As of December 31, 2010, Mr. Long and Mr. Hoch owed the Company $133,825 and $112,343, respectively, for the fourth and final installment of their loan repayments. The total amount owed to the Company for the unpaid installments was classified as “Related Party Receivable” on the Company’s balance sheet and was $702,337 and $703,060 is at December 31, 2011 and 2010, respectively.
On January 14, 2011, the Company executed a third amendment to its employment agreements with Mr. Long and Mr. Hoch. Under the terms of the third amendment to their respective employment agreements, Mr. Long and Mr. Hoch agreed to reduce their annual base salaries for 2011 to $24,000 and $24,000, respectively, from $375,000 and $350,000, respectively.
At December 31, 2011, the Company owed Mr. Long and Mr. Hoch a total of $23,473 and $3,300, respectively, in regards to their 2010 deferred salary balances, which were included in accrued expenses on the Company’s balance sheet. The Company paid the obligations in the first quarter of 2012 and thus, the Company’s balance sheet at December 31, 2012 did not reflect any such amounts owed at December 31, 2012.
On July 2, 2012, the Company executed a fourth amendment to its employment agreements with Mr. Long and Mr. Hoch. Under the terms of the fourth amendment to their respective employment agreements, Mr. Long and Mr. Hoch agreed to amend their annual base salaries for 2012 to $255,000 and $235,000, respectively, from $375,000 and $350,000, respectively.
As of December 31, 2012, Mr. Long owed the Company $377,651 and Mr. Hoch owed the Company $324,686. The total amount for the unpaid installments of $702,337 is classified as “Related Party Receivable” on the Company’s balance sheet at December 31, 2012.
On March 11, 2013, in accordance with the Company’s employment agreements with Mr. Long and Mr. Hoch, the Company accepted shares of the Company’s common stock owned by Mr. Long and Mr. Hoch as satisfaction in full for the remaining amounts owed to the Company as annual payments due to the loss on margin loans guaranteed by the Company for Mr. Long and Mr. Hoch.
On March 11, 2013, the Company also agreed to purchase additional shares of its common stock owned by Mr. Long and Mr. Hoch, valued at $156,852 and $144,403, respectively, in lieu of the issuances of cash bonuses to Mr. Long and Mr. Hoch. Such bonuses were intended to compensate the executives for their service. As a result, the Company incurred a one-time reduction in cash of $301,255.
Accordingly, on March 11, 2013, the Company accepted an aggregate of 2,969,459 shares of the Company’s common stock valued at $534,503, and an aggregate of 2,606,051 shares of the Company’s common stock valued at $469,089 from Mr. Long and Mr. Hoch, respectively, as satisfaction in full of their aggregated outstanding amounts of $702,337 owed to the Company and aggregated compensation of $301,255 paid to Mr. Long and Mr. Hoch in lieu of cash bonuses. The common stock accepted from Mr. Long and Mr. Hoch was valued at $0.18 per share, which was the closing price of the common stock on March 1, 2013. The common stock accepted from Mr. Long and Mr. Hoch was recorded as treasury stock and the Company no longer carries a “Related Party Receivable” on its balance sheet.
Accordingly, following the completion of these transactions the Company has no remaining receivables or payables related to Mr. Long, Mr. Hoch or any other officer of the Company.
Herb Authier
During the threenine months ended March 31,September 30, 2013 and the year ended December 31, 2012, the Company paid Herb Authier a total of $10,800$30,769 and $31,250 in cash, respectively, for services related to network engineering and administration that he provided to the Company. Mr. Authier is the father-in-law of Louis Hoch, the Company’s President and Chief Operating Officer.
FORWARD-LOOKING STATEMENTS DISCLAIMER
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our annual report on Form 10-K and other reports we file with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.
This discussion and analysis should be read in conjunction with the unaudited interim consolidated financial statements and the notes thereto included in this report, and our annual report on Form 10-K for the fiscal year ended December 31, 2012, filed April 1, 2013.2013, including the audited consolidated financial statements and the notes contained therein.
Overview
We provide integrated electronic payment processing services to merchants and businesses, including credit and debit card-based processing services and transaction processing via the Automated Clearing House network. We also operate an online payment processing service under the domain name www.billx.com, which allows consumers to process online payments to any other individual, including family and friends. We also provide prepaid card processing services for merchants and consumers through our wholly-owned subsidiary, FiCentive, Inc. We offer MasterCard prepaid cards branded with a corporation’s logoslogo or trademarks.trademark. These prepaid cards can be used for various applications including payroll, corporate incentives, employee incentives, and general use. Depending on the mutually agreed-upagreed-upon terms between us and the corporation,customer, the card programs may allow the cards to be reloaded with funds. In some cases, the cards can be used at Automatic Teller Machines to withdraw cash.
We incurred operating losses each quarter from inception through the quarter ended June 30, 2011. However, we reported both operating income and net income in the third and fourth quarters of 2011 and continued to remain profitable for all quarters of 2012 due primarily to our expanded customer base and the associated increased transaction volumes. WeHowever, we reported however, a net losslosses of $232,432$339,825 and $838,740, respectively, for the three and nine months ended March 31,September 30, 2013. While our credit card and debit card processing transactions weredecreased two percent from the previous quarter, the number of credit card and debit card processing transactions was the highest we have ever experienced involume for any previous quarter and our prepaid card volumes were also up as compared to the volumes in the samenine month period in the prior year,history of our Company. However, we experienced lower ACH transaction volumes and prepaid card volumes for the three and nine months ended March 31,September 30, 2013, which, ultimately, resulted in reduced revenue.revenue for those periods. In the last few weeks of the quarter ended September 30, 2013, we initiated ACH transaction processing for newly acquired customers that led to dramatic increases in ACH transaction volumes. ACH volumes reported for September 2013 were the highest we have experienced in 2013 to date. We believe these trends will continue for the foreseeable future. We expect to see an increase in the number of our enrolled merchant customers, for whom we provide processing for credit and debit card transactions, the increase in the number of our prepaid customers, the addition ofand we expect to add new clients into our sales pipeline, and the associatedwhich will create increased transaction volumesvolumes.
We believe we will continue to providehave sufficient cash for business operations for the foreseeable future. To regain profitability, we must among other things, maintainfocus on a number of key activities, such as maintaining and continuecontinuing to grow our customer base; implementbase, implementing a successful marketing strategy; continuestrategy, continuing to maintain and upgrade our technology and transaction-processing systems; providesystems, providing superior customer service; respondservice, responding to competitive developments; attract, retaindevelopments, attracting, retaining and motivatemotivating qualified personnel, and respondresponding to unforeseen industry developments;developments, and other factors. We believe that our success will depend in large part on our ability to (a) managefactors including managing our operating expenses; (b) addexpenses, adding quality customers to our client base; (c) meetbase, meeting evolving customer requirements;requirements, and (d) adaptadapting to technological changes in an emerging market. Accordingly, we intend to focus on customer acquisition activities and to outsource some of our processing services to third parties to allow us to maintain an efficient operating infrastructure and to expand our operations without significantly increasing our fixed operating expenses. We believe we will be able to regain and maintain profitability in the near future.
Critical Accounting Policies
General
Our management'smanagement’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.
Revenue Recognition
Revenue consists primarily of fees generated through the electronic processing of payment transactions and related services, and is recognized as revenue during the period the transactions are processed or when the related services are performed. Merchants may be charged for these processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction. Certain merchant customers are charged a flat fee per transaction, while others may also be charged miscellaneous fees, including fees for chargebacks or returns, monthly minimums, and other miscellaneous services. Revenues derived from electronic processing of credit, debit, and prepaid card transactions that are authorized and captured through third-party networks are reported gross of amounts paid to sponsor banks as well as interchange and assessments paid to credit card associations (Visa, MasterCard and Discover). Revenue also includes any up-front fees for the work involved in implementing the basic functionality required to provide electronic payment processing services to a customer. Revenue from such implementation fees is recognized over the term of the related service contract. Sales taxes billed are reported directly as a liability to the taxing authority, and are not included in revenue.
Reserve for Processing Losses
If, due to insolvency or bankruptcy of one of our merchant customers, or for any other reason, we are not able to collect amounts from our credit card, ACH or prepaid customers that have been properly "charged back" by the customer, or if a prepaid cardholder incurs a negative balance, we must bear the credit risk for the full amount of the transaction. We may require cash deposits and other types of collateral from certain merchants to minimize any such risk. In addition, we utilize a number of systems and procedures to manage merchant risk. ACH, prepaid and credit card merchant processing loss reserves are primarily determined by performing a historical analysis of our loss experience and considering other factors that could affect that experience in the future, such as the types of transactions processed and nature of the merchant relationship with its consumers and us with our prepaid card holders. This reserve amount is subject to the risk that actual losses may be greater than our estimates. We have not incurred any significant processing losses to date. Our estimateEstimates for processing losses is likely to increase inare variable based on the future as our volume of transactions processed increases.and could increase or decrease accordingly. At March 31,September 30, 2013 and December 31, 2012, our reserve for processing losses was $214,839$297,365 and 214,560, respectively.
Bad Debts
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability or failure of our customers to make required payments. We determine the allowance for doubtful accounts based on an account-by-account review, taking into consideration such factors as the age of the outstanding balance, historical pattern of collections and financial condition of the customer. Past losses incurred by us due to bad debts have been within our expectations. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make contractual payments, additional allowances might be required. Our estimateEstimates for bad debt losses is likely to increase in the future asare variable based on the volume of our transactions processed increases.and could increase or decrease accordingly. At March 31,September 30, 2013 and December 31, 2012, our allowance for doubtful accounts was $49,782 and $50,362, respectively.
Marketable Securities
We classify our marketable security investment portfolio as either held to maturity, available-for-sale, or trading. At March 31,September 30, 2013, all our marketable securities were classified as trading. Securities classified as trading are carried at fair value with unrealized gains and losses included in the consolidated statement of income. Classification as current or non-current is based primarily on whether there is an active public market for such security. Gains or losses from the sale or redemption of the marketable securities are determined using the specific identification method.
Valuation of Long-Lived and Intangible Assets
We assess the impairment of long-lived and intangible assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. No impairment losses were recorded in 2012 or during the threenine months ended March 31,September 30, 2013. Management is not aware of any impairment changes that may currently be required; however, we cannot predict the occurrence of events that might adversely affect the reported values in the future.
Income Taxes
Deferred tax assets and liabilities are recorded based on the difference between financial reporting and tax bases of assets and liabilities and are measured by the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets are computed with the presumption that they will be realizable in future periods when pre-taxable income is generated. Predicting the ability to realize these assets in future periods requires a great deal of judgment by management. It is our judgment that we cannot predict with reasonable certainty that the deferred tax assets as of March 31,September 30, 2013 will be realized in future periods. Accordingly, a valuation allowance has been provided to reduce the net deferred tax assets to $0. At December 31, 2012, we had available net operating loss carryforwards of approximately $44 million, which expire beginning in the year 2020. Approximately $3.5 million of the total net operating loss is subject to an IRS Section 382 limitation from 1999.
We follow ASC Topic 740-10, “Income Taxes.” ASC Topic 740-10 clarified theU.S. generally accepted accounting for uncertainty in income taxes recognized in the financial statements by prescribingprinciples prescribe a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. ASC Topic 740-10 provides guidance regarding the recognition, measurement, presentation and disclosure in the financial statements of tax positions taken or expected to be taken on a tax return. ASC Topic 740-10 requires that only incomeIncome tax benefits that meet the “more likely than not” recognition threshold should be recognized. We have not recorded any unrecognized income tax benefits at December 31, 2012.September 30, 2013. Management is not aware of any tax positions that would have a significant impact on itsour financial position.
Results of Operations
Our revenues are principally derived from providing integrated electronic payment services to merchants and businesses, including credit and debit card-based processing services and transaction processing via the Automated Clearing House network and the program management and processing of prepaid debit cards. We also operate an online payment processing service for consumers under the domain name www.billx.com and sell this service as a private-label application to resellers. Revenues for the quarter ended March 31,September 30, 2013 decreased 18%59% to $1,059,503,$962,633, as compared to $1,295,870$2,333,698 for the quarter ended March 31,September 30, 2012. The decreaseRevenues for the threenine months ended March 31,September 30, 2013 decreased 42% to $2,952,966, as compared to $5,099,269 for the same period in the prior year was primarily attributed to a decrease in the number of our ACH customers partially offset by the increased transaction volume from card-based processing services.nine months ended September 30, 2012.
Cost of services includes the cost of personnel dedicated to the creation and maintenance of connections to third-party payment processors and the fees paid to such third-party providers for electronic payment processing services. Through our contractual relationships with our payment processors and sponsoring banks, we are able to process ACH and debit, credit or prepaid card transactions on behalf of our customers and their consumers. We pay volume-based fees for debit, credit, ACH and prepaid transactions initiated through these processors or sponsoring banks, and pay fees for other transactions such as returns, notices of change to bank accounts and file transmission. Cost of services increased 7%decreased 35% to $826,299$824,857 for the quarter ended March 31,September 30, 2013, as compared to $772,477$1,272,169 for the same period in the prior year. Cost of services decreased 16% to $2,474,945 for the nine months ended September 30, 2013, as compared to $2,952,838 for the same period in the prior year. The increasedecrease for the three and nine months ended March 31,September 30, 2013, as compared to the same periodperiods in the prior year was primarily due to a reduction in the increased variable costs related to processing our increased card-based transaction volume.volume of transactions processed.
Stock-based compensation expenses were $73,270 and $59,520,$219,810, respectively, for the threequarter and nine months ended March 31,September 30, 2013, as compared to $59,520 and 2012.$178,560, respectively, for the same periods in the prior year. These amountsstock-based compensation expenses represent the amortization of deferred compensation expenses related to incentive stock grantsawards granted to employees. The increase in these expenses for the quarter and nine months ended September 30, 2013, as compared to the same periods in the prior year, is related to the issuance of additional incentive stock awards in late 2012 and the related increased amortization of deferred compensation expenses recorded in 2013.
Selling,Other selling, general and administrative expenses decreased 8%14% to $376,300$324,862 for the quarter ended March 31,September 30, 2013, as compared to $404,461$379,016 for the same period in the prior year. Other selling, general and administrative expenses decreased 9% to $1,049,247 for the nine months ended September 30, 2013, as compared to $1,149,415 for the same period in the prior year. The increasereduction in other selling, general and administrative expenses for the threequarter and nine months ended March 31,September 30, 2013, as compared to the same periodperiods in the prior year, was primarily due to increased insurance, accounting, legalrepresented reduced employee costs.
Depreciation expenses were $8,871 and marketing expenses and the reduced accrual of annual bonuses required by executive employee agreements.Depreciation was $6,292$22,749 for the quarter and nine months ended March 31,September 30, 2013, as compared to $431$1,968 and $3,578 for the same periodperiods in the prior year.
Other income (expense), net was expensewere expenses of $9,774$59,506 and $6,863 for the threequarter and nine months ended March 31,September 30, 2013, as comparedand primarily represented unrealized respective losses of $59,584 and $7,514, on our marketable securities. Other income (expense), net, were incomes of $16,726 and $11,251 for the quarter and nine months ended September 30, 2012 and primarily represented unrealized respective gains of $17,450 and $2,299 on our marketable securities, in addition to other income of $10,091$8,952 for the same period in the prior year.nine months ended September 30, 2012.
We reported a net losslosses of $232,432$339,825 and $838,740 for the quarter and nine months ended March 31,September 30, 2013, as compared to net income of $69,072$626,742 and $800,120 for the three months ended March 31, 2012.same periods in the prior year.
Liquidity and Capital Resources
At March 31,September 30, 2013, we had $2,401,047$9,057,819 of cash and cash equivalents, compared to $3,759,791 of cash and cash equivalents at December 31, 2012. The increase in cash for the nine months ended September 30, 2013 was primarily due to customer deposits of $8,155,247, which represented an increase of $6,040,125 during the period due to an increase in ACH transaction volumes for our newly acquired customers. We incurred operating losses each quarter from inception through the quarter ended June 30, 2011. However, weWe reported both operating income and net income in the third and fourth quarters of 2011 and continued to remain profitable for all quarters of 2012.2012 due primarily to our expanded customer base and the associated increased transaction volumes. Additionally, we reported working capital of $247,271 and $1,260,528, respectively, at September 30, 2013 and December 31, 2012, as compared to a working capital deficit of $211,744 at December 31, 2011, and positive working capital of $735,402 at March 31, 2013.2011. We, however, reported a net losslosses of $232,432$339,825 and $838,740, respectively, for the threequarter and nine months ended March 31,September 30, 2013. While our credit card and debit card processing transactions were
Net cash provided by operating activities was $5,661,668 for the highest we have ever experienced in any previous quarter and our prepaid card volumes were also upnine months ended September 30, 2013, as compared to the volumes in the same period in the prior year, we experienced lower ACH transaction volumes for the three months ended March 31, 2013, which resulted in reduced revenue. We believe the increase in number of our enrolled merchant customers, for whom we provide processing for credit and debit card transactions, the increase in the number of our prepaid customers, the addition of new clients in our sales pipeline, and the associated increased transaction volumes will continue to provide sufficient cash for business operations for the foreseeable future.
Netnet cash used by operating activities was $1,042,360 for the three months ended March 31, 2013, as compared to $1,197,372of $319,308 for the same period in the prior year. The decreaseincrease in net cash used by operating activities for the threenine months ended March 31,September 30, 2013 as compared to the same period ofin the prior year was primarily attributable to a $830,354 decrease$6,040,125 increase in customer deposit payables, which consisted of cash held in transit that we collected on behalf of our merchants via theour ACH processing service, as compared to a $1,533,336$1,621,796 decrease in customer deposit payables for the same period in the prior year. The decrease for the three months ended March 31, 2013 was partially offset by a net loss of $232,432 for the three months ended March 31, 2013, as compared to net income of $69,072 for the same period in the prior year, and an decrease in accounts payable and accrued expenseswas partially offset by a net loss of $288,986$838,740 for the threenine months ended March 31,September 30, 2013, as compared to a decrease in accounts payable and accrued expensesnet income of $8,535$800,120 for the same period in the prior year.
Net cash used by investing activities was $316,384$62,385 for the threenine months ended March 31, 2013; $301,255 of this amount represented the purchase by us of additional shares of common stock owned by Mr. Long and Mr. Hoch in the first quarter of 2013. NetSeptember 30, 2013 as compared to net cash used by investing activities was $1,659of $22,922 for the same period in the prior year.
There were noNet cash flows generated by or used by financing activities for the threenine months ended March 31, 2013.September 30, 2013 was $301,255, which represented the purchase by us in the first quarter of 2013 of certain shares of common stock owned by Michael R. Long, our Chief Executive Officer and Chief Financial Officer, and Louis A. Hoch, our President and Chief Operating Officer, as satisfaction in full of certain outstanding amounts Mr. Long and Mr. Hoch owed to us. Net cash used by financing activities was $300,000 for the same period in the prior year and represented the repaymentborrowings of the balance outstanding$479,405 and repayments of $779,405 under our line of credit.credit, which matured on November 16, 2012.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
ITEMItem 4. CONTROLS AND PROCEDURES.PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer/Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures as of March 31,September 30, 2013 are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our evaluation of disclosure controls and procedures included an evaluation of certain components of our internal control over financial reporting. Management'sManagement’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended March 31,September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
From time to time, we are involved in legal matters arising in the ordinary course of business. While we believe that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which we are or could become involved in litigation, will not have a material adverse effect on our business, financial condition or results of operations.
There have been no material changes from risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on April 1, 2013.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
During the quarter ended March 31,September 30, 2013, we did not issue or sell any unregistered equity securities.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We repurchased common stock during the first quarter of 2013.
Issuer Purchases of Equity Securities
| Period | | Total number of shares (or units) purchased | | | Average price paid per share (or unit) | | | Total number of shares (or units) purchased as part of publicly announced plans or programs | | | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | |
| Month #1: 1/1/13-1/31/13 | | | 0 | | | | N/A | | | | N/A | | | | N/A | |
| Month #2: 2/1/13-2/28/13 | | | 0 | | | | N/A | | | | N/A | | | | N/A | |
| Month #3: 3/1/13-3/31/13 | | | 5,575,510 | | | $ | 0.18 | | | | 0 | | | | 0 | |
| Total | | | 5,575,510 | | | $ | 0.18 | | | | 0 | | | | 0 | |
As previously disclosed, in 2002, we recognized a loss on margin loans we guaranteed for Michael R. Long, then Chairman of the Board of Directors and Chief Executive Officer, and our current Chief Executive Officer and Chief Financial Officer; and Louis A. Hoch, our President and Chief Operating Officer, in the amounts of $535,302 and $449,371, respectively. In February 2007, we signed employment agreements with Mr. Long and Mr. Hoch that required each to repay his respective obligation to us in four equal annual payments of cash or stock or any combination thereof.
On March 11, 2013, in accordance with our employment agreements with Mr. Long and Mr. Hoch, we accepted shares of our common stock owned by Mr. Long and Mr. Hoch as satisfaction in full for the remaining amounts owed to us as annual payments due to the loss on margin loans guaranteed by us for Mr. Long and Mr. Hoch.
On March 11, 2013, we also agreed to purchase additional shares of our common stock owned by Mr. Long and Mr. Hoch, valued at $156,852 and $144,403, respectively, in lieu of the issuances of cash bonuses to Mr. Long and Mr. Hoch. Such bonuses were intended to compensate the executives for their service. As a result, we incurred a one-time reduction in cash of $301,255.
Accordingly, on March 11, 2013, we accepted an aggregate of 2,969,459 shares of our common stock valued at $534,503, and an aggregate of 2,606,051 shares of our common stock valued at $469,089 from Mr. Long and Mr. Hoch, respectively, as satisfaction in full of their aggregated outstanding amounts of $702,337 owed to us, and aggregated compensation of $301,255 paid to Mr. Long and Mr. Hoch in lieu of cash bonuses. The common stock accepted from Mr. Long and Mr. Hoch was valued at $0.18 per share, which was the closing price of the common stock on March 1, 2013. The common stock accepted from Mr. Long and Mr. Hoch was recorded as treasury stock and we no longer carry a “Related Party Receivable” on our balance sheet.
By virtue of Mr. Long and Mr. Hoch’s officer positions with us, they are each considered a related party of our Company under federal securities law. Our Board of Directors has acknowledged that our entry into this agreement with Mr. Long and Mr. Hoch is a related party transaction and has approved such transactions.
During the quarter ended March 31,September 30, 2013, we did not default on any senior securities.
Not applicable.
None.
Exhibit Number | | Description |
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| 3.1 | | Amended and Restated Articles of Incorporation of Payment Data Systems, Inc. (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 Bylaws of Payment Data Systems, Inc. (included as Exhibit 3.2 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference). |
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| 3.3 | | Articles of Amendment to the Amended and Restated Articles of Incorporation of Payment Data Systems, Inc. (included as Exhibit A to the Schedule 14C filed April 18, 2007, and incorporated herein by reference). |
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| 4.1 | | Employee Stock Purchase Plan (included as Exhibit 4.3 to the Form S-8, File No. 333-30958, filed February 23, 2000, and incorporated herein by reference). |
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| 4.2 | | Rights Agreement between the Company and American Stock Transfer & Trust Company, dated February 28, 2007 (included as Exhibit 4.1 to the Form 8-K filed March 5, 2007, and incorporated herein by reference). |
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| 10.1 | | Lease Agreement between the Company and Frost National Bank, Trustee for a Designated Trust, dated August 2003 (included as Exhibit 10.3 to the Form 10-Q filed November 14, 2003, and incorporated herein by reference). |
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| 10.2 | | 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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| 10.3 | | 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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| 10.4 | | Affiliate Office Agreement 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). |
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| 10.5 | | Stock Purchase Agreement between the Company and Robert D. Evans, dated January 18, 2007 (included as Exhibit 10.1 to the Form 8-K filed January 23, 2007, and incorporated herein by reference). |
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| 10.6 | | Stock Purchase Agreement between the Company and Robert D. Evans, dated March 1, 2007 (included as Exhibit 10.1 to the Form 8-K filed March 5, 2007, and incorporated herein by reference). |
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| 10.7 | | 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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| 10.8 | | 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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| 10.9 | | 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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10.1 | 10.10 | 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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| 10.11 | | Prepaid Card Program Agreement between FiCentive, Inc. 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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| 10.12 | | 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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| 10.13 | | 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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| 10.14 | | 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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| 10.15 | | 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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| 10.16 | | Confidential Compromise Settlement Agreement and Full and Final Release by and between FiCentive, Inc. and SmartCard Marketing Systems, Inc., dated November 20, 2012 (included as Exhibit 10.1 to the Form 8-K filed November 29, 2012). |
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| 10.17 | | First Amendment to Lease Agreement dated August 22, 2003 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). |
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| 10.18 | | Second Amendment to Lease Agreement dated August 22, 2003 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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| 10.19 | | Third Amendment to Lease Agreement dated August 22, 2003 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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| | Certification of the Chief Executive Officer/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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| | Certification of the Chief Executive Officer/Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document (filed herewith). |
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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). |
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| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document (filed herewith). |
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| 101.PRE* | XBRL Taxonomy Presentation Linkbase Document (filed herewith). |
* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | PAYMENT DATA SYSTEMS, INC. | |
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Date: May 15,November 14, 2013 | By: | /s/ Michael R. Long | |
| | | Michael R. Long | |
| | Chief Executive Officer and Chief Financial Officer | |
| | (Principal Executive Officer, and Principal Financial and Accounting Officer) | |