UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number 001-38623

PAYSIGN, INC.

(Exact name of registrant as specified in its charter)

Nevada	95-4550154
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2615 St. Rose Parkway,

Henderson, Nevada 89052

(Address of principal executive offices)

(702) 453-2221

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

PAYS

The NASDAQ Stock Market LLC

(The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~51,111,932~~51,691,932 shares as of ~~August~~November 5, 2021.

PAYSIGN, INC.

FORM 10-Q REPORT

INDEX

PART I. FINANCIAL INFORMATION	1

Item 1. Financial Statements.	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3. Quantitative and Qualitative Disclosures about Market Risk.	2021

Item 4. Controls and Procedures.	2021

PART II. OTHER INFORMATION.	2122

Item 1. Legal Proceedings.	2122

Item 1A. Risk Factors.	2122

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	2122

Item 6. ~~Exhibits.~~Exhibits.	2122

SIGNATURES	2223

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PAYSIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2021 (Unaudited)			December 31, 2020 (Audited)			September 30, 2021 (Unaudited)			December 31, 2020 (Audited)
ASSETS
Current assets
Cash	$	6,615,180		$	7,829,453		$	6,926,969		$	7,829,453
Restricted cash		65,755,562			48,100,951			63,260,491			48,100,951
Accounts receivable		947,954			654,859			1,680,441			654,859
Prepaid expenses and other current assets		1,741,866			1,375,364			1,543,355			1,375,364
Total current assets		75,060,562			57,960,627			73,411,256			57,960,627

Fixed assets, net		1,757,518			1,849,164			1,733,853			1,849,164
Intangible assets, net		3,842,205			3,699,033			4,037,219			3,699,033
Operating lease right-of-use asset		4,113,275			4,324,682			4,007,571			4,324,682

Total assets	$	84,773,560		$	67,833,506		$	83,189,899		$	67,833,506

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	2,863,837		$	2,162,256		$	3,451,411		$	2,162,256
Operating lease, current portion		330,376			320,636
Operating lease liability, current portion								335,357			320,636
Customer card funding		65,755,562			48,100,951			63,260,491			48,100,951
Total current liabilities		68,949,775			50,583,843			67,047,259			50,583,843

Operating lease liability, long term portion		3,845,938			4,013,598			3,760,208			4,013,598

Total liabilities		72,795,713			54,597,441			70,807,467			54,597,441
Commitments and contingencies (Note 8)		–			–			–			–
Stockholders' equity
Preferred stock: $0.001 par value; 25,000,000 shares authorized; NaN issued and outstanding		0			0			0			0
Common stock; $0.001 par value; 150,000,000 shares authorized, 51,143,382 and 50,251,607 issued at June 30, 2021 and December 31, 2020, respectively		51,143			50,252
Common stock; $0.001 par value; 150,000,000 shares authorized, 51,636,382 and 50,251,607 issued at September 30, 2021 and December 31, 2020, respectively								51,636			50,252
Additional paid-in capital		15,685,275			14,388,890			16,360,373			14,388,890
Treasury stock at cost, 303,450 shares		(150,000	)		(150,000	)		(150,000	)		(150,000	)
Accumulated deficit		(3,608,571	)		(1,053,077	)		(3,879,577	)		(1,053,077	)
Total stockholders' equity		11,977,847			13,236,065			12,382,432			13,236,065

Total liabilities and stockholders' equity	$	84,773,560		$	67,833,506		$	83,189,899		$	67,833,506

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2021			2020			2021			2020
Revenues
Plasma industry	$	5,947,313		$	4,572,439		$	11,330,464		$	11,915,849		$	7,035,546		$	5,186,566		$	18,366,010		$	17,102,415
Pharma industry		641,037			1,768,565			1,523,867			4,788,942			660,331			(5,383,887	)		2,184,198			(594,945	)
Other		62,940			102,061			76,387			314,747			71,312			44,780			147,699			359,527
Total revenues		6,651,290			6,443,065			12,930,718			17,019,538			7,767,189			(152,541	)		20,697,907			16,866,997

Cost of revenues		3,498,723			3,138,350			6,946,345			7,993,870			3,797,919			3,281,888			10,744,264			11,275,758

Gross profit		3,152,567			3,304,715			5,984,373			9,025,668			3,969,270			(3,434,429	)		9,953,643			5,591,239

Operating expenses
Selling, general and administrative		3,474,562			3,401,501			7,339,548			7,228,825			3,618,071			4,070,211			10,957,619			11,299,036
Impairment of intangible asset														0			382,414			0			382,414
Loss on abandonment of assets		0			42,898			0			42,898			0			0			0			42,898
Depreciation and amortization		614,182			506,477			1,210,030			1,008,853			628,324			537,792			1,838,354			1,546,645
Total operating expenses		4,088,744			3,950,876			8,549,578			8,280,576			4,246,395			4,990,417			12,795,973			13,270,993

Income (loss) from operations		(936,177	)		(646,161	)		(2,565,205	)		745,092
Loss from operations														(277,125	)		(8,424,846	)		(2,842,330	)		(7,679,754	)

Other income
Other income (expense)
Interest income, net		5,010			3,130			12,111			65,291			6,119			12,184			18,230			77,475

Income (loss) before income tax provision (benefit)		(931,167	)		(643,031	)		(2,553,094	)		810,383
Loss before income tax provision (benefit)														(271,006	)		(8,412,662	)		(2,824,100	)		(7,602,279	)
Income tax provision (benefit)		800			(423,797	)		2,400			(511,348	)		–			(2,260,527	)		2,400			(2,771,875	)

Net income (loss)	$	(931,967	)	$	(219,234	)	$	(2,555,494	)	$	1,321,731
Net loss													$	(271,006	)	$	(6,152,135	)	$	(2,826,500	)	$	(4,830,404	)

Net income (loss) per share
Net loss per share
Basic	$	(0.02	)	$	0.00		$	(0.05	)	$	0.03		$	(0.01	)	$	(0.12	)	$	(0.06	)	$	(0.10	)
Diluted	$	(0.02	)	$	0.00		$	(0.05	)	$	0.02		$	(0.01	)	$	(0.12	)	$	(0.06	)	$	(0.10	)

Weighted average common shares
Basic		50,748,437			49,015,686			50,551,299			48,864,424			51,154,725			49,433,473			50,754,652			49,055,492
Diluted		50,748,437			49,015,686			50,551,299			54,542,458			51,154,725			49,433,473			50,754,652			49,055,492

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

Common Stock Additional
Paid-in Treasury
Stock Accumulated Non-controlling Total Stockholders’
Shares Amount Capital Amount Deficit Interest Equity
Balance, December 31, 2020 50,251,607 $ 50,252 $ 14,388,890 $ (150,000 ) $ (1,053,077 ) – $ 13,236,065

Issuance of stock for previously vested stock-based compensation 466,689 467 (467 ) – – – –
Exercise of stock options 32,586 32 110,434 – – – 110,466
Stock-based compensation – – 636,214 – – – 636,214
Net loss – – – – (1,623,527 ) – (1,623,527 )

Balance, March 31, 2021 50,750,882 50,751 15,135,071 (150,000 ) (2,676,604 ) – 12,359,218

Issuance of stock for previously vested stock-based compensation 390,000 390 (390 ) – – – –
Exercise of stock options 2,500 2 9,673 – – – 9,675
Stock-based compensation – – 540,921 – – 540,921
Net loss – – – – (931,967 ) – (931,967 )

Balance, June 30, 2021 51,143,382 $ 51,143 $ 15,685,275 $ (150,000 ) $ (3,608,571 ) – $ 11,977,847


	Common Stock				Additional Paid-in			Treasury Stock			Accumulated			Non-Controlling		Total Stockholders’
	Shares		Amount		Capital			Amount			Deficit			Interest		Equity
Balance, December 31, 2020		50,251,607	$	50,252	$	14,388,890		$	(150,000	)	$	(1,053,077	)		–	$	13,236,065

Stock issued upon vesting of restricted stock		466,689		467		(467	)		–			–					–
Exercise of stock options		32,586		32		110,434			–			–					110,466
Stock-based compensation		–		–		636,214			–			–					636,214
Net loss		–		–		–			–			(1,623,527	)		–		(1,623,527	)
Balance, March 31, 2021		50,750,882		50,751		15,135,071			(150,000	)		(2,676,604	)		–		12,359,218

Stock issued upon vesting of restricted stock		390,000		390		(390	)		–			–					–
Repurchase of employee common stock for taxes withheld						–											–
Exercise of stock options		2,500		2		9,673			–			–					9,675
Stock-based compensation		–		–		540,921			–			–					540,921
Net loss		–		–		–			–			(931,967	)		–		(931,967	)
Balance, June 30, 2021		51,143,382		51,143		15,685,275			(150,000	)		(3,608,571	)		–		11,977,847

Stock issued upon vesting of restricted stock		463,000		463		(463	)		–			–					–
Exercise of stock options		30,000		30		71,970			–			–					72,000
Stock-based compensation		–		–		603,591			–			–					603,591
Net loss		–		–		–			–			(271,006	)		–		(271,006	)
Balance, September 30, 2021		51,636,382	$	51,636	$	16,360,373		$	(150,000	)	$	(3,879,577	)		–	$	12,382,432

Stockholders' Equity Attributable to Paysign, Inc.
Additional Treasury Non-
Common Stock Paid-in Stock Retained controlling Total
Shares Amount Capital Amount Earnings Interest Equity
Balance, December 31, 2019 48,577,712 $ 48,578 $ 11,577,539 $ (150,000 ) $ 8,088,485 $ (263,087 ) $ 19,301,515

Issuance of stock for previously vested stock-based compensation 428,558 428 (428 ) – – – –
Exercise of stock options 10,000 10 23,990 24,000
Stock-based compensation – – 724,183 – – – 724,183
Dissolution of Paysign, Ltd. Subsidiary (263,087 ) 263,087 –
Net income – – – – 1,540,965 1,540,965
Balance, March 31, 2020 49,016,270 49,016 12,062,197 (150,000 ) 9,629,450 – 21,590,663

Issuance of stock for previously vested stock-based compensation 337,437 338 (338 ) – – – –
Repurchase of employee common stock for taxes withheld – – (245,425 ) – – – (245,425 )
Stock-based compensation – – 600,775 – – – 600,775
Issuance of stock for acquisition of contract assets 20,000 20 177,180 177,200
Net loss – – – – (219,234 ) – (219,234 )
Balance, June 30, 2020 49,373,707 $ 49,374 $ 12,594,389 $ (150,000 ) $ 9,410,216 $ – $ 21,903,979

	Stockholders' Equity Attributable to Paysign, Inc.
					Additional			Treasury						Non-
	Common Stock				Paid-in			Stock			Retained			controlling			Total
	Shares		Amount		Capital			Amount			Earnings			Interest			Equity
Balance, December 31, 2019		48,577,712	$	48,578	$	11,577,539		$	(150,000	)	$	8,088,485		$	(263,087	)	$	19,301,515

Stock issued upon vesting of restricted stock		428,558		428		(428	)		–			–			–			–
Exercise of stock options		10,000		10		23,990			–			–			–			24,000
Stock-based compensation		–		–		724,183			–			–			–			724,183
Dissolution of Paysign, Ltd. Subsidiary		–		–		(263,087	)		–			–			263,087			–
Net income		–		–		–			–			1,540,965			–			1,540,965
Balance, March 31, 2020		49,016,270		49,016		12,062,197			(150,000	)		9,629,450			–			21,590,663

Stock issued upon vesting of restricted stock		337,437		338		(338	)		–			–			–			–
Repurchase of employee common stock for taxes withheld		–		–		(245,425	)		–			–			–			(245,425	)
Stock-based compensation		–		–		600,775			–			–			–			600,775
Issuance of stock for acquisition of contract assets		20,000		20		177,180			–			–			–			177,200
Net loss		–		–		–			–			(219,234	)		–			(219,234	)
Balance, June 30, 2020		49,373,707		49,374		12,594,389			(150,000	)		9,410,216			–			21,903,979

Stock issued upon vesting of restricted stock		457,000		457		(457	)		–			–			–			–
Exercise of stock options		58,200		58		139,622			–			–			–			139,680
Stock-based compensation		–		–		798,849			–			–			–			798,849
Net loss		–		–		–			–			(6,152,135	)		–			(6,152,135	)
Balance, September 30, 2020		49,888,907	$	49,889	$	13,532,403		$	(150,000	)	$	3,258,081		$	–		$	16,690,373

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Cash flows from operating activities:
Net income (loss)	$	(2,555,494	)	$	1,321,731
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net loss							$	(2,826,500	)	$	(4,830,404	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,210,030			1,008,853			1,838,354			1,546,645
Stock-based compensation expense		1,177,135			1,324,958			1,780,726			2,123,807
Amortization of lease right-of-use asset		353,747			59,889
Noncash lease expense								317,111			83,274
Impairment of intangible asset								0			382,414
Loss on abandonment of assets		0			42,898			0			42,898
Deferred income taxes		0			(499,699	)		0			(2,760,226	)
Changes in operating assets and liabilities:
Accounts receivable		(293,095	)		228,352			(1,025,582	)		99,793
Prepaid expenses and other current assets		(366,502	)		(85,801	)		(167,991	)		48,387
Accounts payable and accrued liabilities		687,305			(259,625	)		1,194,607			594,678
Operating lease		(285,984	)		0
Operating lease liability								(238,669	)		(43,832	)
Customer card funding		17,654,611			1,122,393			15,159,540			15,291,372
Net cash provided by operating activities		17,581,753			4,263,949			16,031,596			12,578,806

Cash flows from investing activities:
Purchase of fixed assets		(173,479	)		(1,054,342	)		(189,562	)		(1,096,591	)
Capitalization of internally developed software		(1,048,364	)		(949,028	)		(1,718,638	)		(1,403,470	)
Purchase of intangible assets		(39,713	)		(57,127	)		(58,481	)		(57,127	)
Net cash used in investing activities		(1,261,556	)		(2,060,497	)		(1,966,681	)		(2,557,188	)

Cash flows from financing activities:
Proceeds from exercise of stock options		120,141			24,000			192,141			163,680
Repurchase of employee common stock for taxes withheld		0			(245,425	)		0			(245,425	)
Net cash provided by (used in) financing activities		120,141			(221,425	)		192,141			(81,745	)

Net change in cash and restricted cash		16,440,338			1,982,027			14,257,056			9,939,873
Cash and restricted cash, beginning of period		55,930,404			45,572,305			55,930,404			45,572,305

Cash and restricted cash, end of period	$	72,370,742		$	47,554,332		$	70,187,460		$	55,512,178

Supplemental cash flow information:
Cash paid for taxes	$	2,400		$	0		$	2,400		$	0
Cash paid for interest	$	2,173		$	0		$	3,704		$	0
Operating lease right-of-use asset	$	0		$	4,455,271
Fixed assets acquired through accounts payable							$	94,549		$	0
Operating lease right-of-use asset and operating lease liability							$	0		$	4,455,271
Issuance of stock for asset acquisition	$	0		$	177,200		$	0		$	177,200
Dissolution of noncontrolling interest	$	0		$	263,087		$	0		$	263,087


		June 30, 2021		June 30, 2020	September 30, 2021		September 30, 2020
Cash and restricted cash reconciliation:
Cash	$	6,615,180	$	7,633,149	$	6,926,969	$	7,497,579
Restricted cash		65,755,562		39,921,183		63,260,491		48,014,599
Total cash and restricted cash	$	72,370,742	$	47,554,332	$	70,187,460	$	55,512,178

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES

The foregoing unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2020. In the opinion of management, the unaudited interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations.

Operating results for the ~~six~~three and nine months ended ~~June~~September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Impact of COVID-19 Pandemic

The ~~outbreak of a novel~~ coronavirus ~~and the incidence of the related disease~~ (COVID-19) ~~starting~~pandemic, which started in late 2019 ~~has continued, spreading throughout~~and reached the United States in early 2020, continues to significantly impact the economy of the United States and ~~much~~the rest of the ~~world beginning in the first quarter of 2020. In March 2020, the World Health Organization declared the outbreak as a pandemic.~~world. While the disruption ~~is currently expected~~appears to be ~~temporary, there is uncertainty around~~mitigating due to the availability of vaccines and other factors, the ultimate duration and severity of the pandemic remain uncertain, particularly given the development of new variants that ~~appear~~continue to ~~be spreading.~~spread. The COVID-19 outbreak caused plasma center closures, and the new stimulus packages signed into law during 2020 and 2021 reduced the incentive for individuals to donate plasma for supplementary income. Those developments have had and will continue to have an adverse ~~effect~~impact on the ~~Company's~~Company’s results of operations. While we remain cautiously optimistic and have seen improvements in our operating results, we ~~are not back~~cannot foresee how long it may take the Company to attain pre-pandemic operating ~~levels.~~ levels as COVID-19 related labor shortages at plasma donation centers, border closures, and other effects continue to weigh on the Company’s results of operations. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and variants and around the imposition or relaxation of protective measures, management cannot ~~reasonably~~at this time estimate with reasonable accuracy COVID-19’s further impact on the ~~impact to the Company's future~~Company’s results of operations, cash flows or financial condition.

About Paysign, ~~Inc~~Inc..

Paysign, Inc. (the “Company,” “Paysign,” or “we,” formerly known as 3PEA International, Inc.) is a provider of prepaid card programs, comprehensive patient affordability offerings, digital banking services and integrated payment processing designed for businesses, consumers and government institutions. Founded in 2001 and headquartered in southern Nevada, the company creates customized, innovative payment solutions for clients across all industries, including pharmaceutical, healthcare, hospitality and retail. By using Paysign solutions, clients enjoy benefits such as lower administrative costs, streamlined operations, increased revenues, accelerated product adoption, and improved customer, employee and partner loyalty.

Built on the foundation of a powerful and reliable payments platform, Paysign’s end-to-end technologies securely enable a wide range of services, including transaction processing, cardholder enrollment, value loading, cardholder account management, reporting and customer care. The modern cross-platform architecture is designed to be highly flexible, scalable and customizable, which delivers cost benefits and revenue-building opportunities to clients and partners.

As a full-service program manager, Paysign manages all aspects of the prepaid card lifecycle, from card design and bank approvals, production, packaging, distribution and personalization, to inventory and security controls, renewals, lost and stolen cards and card replacement. The company’s in-house, bilingual customer care is available 24/7/365 through live agents, interactive voice response (IVR), and two-way SMS alerts.

For more than 20 years major pharmaceutical and healthcare companies and multinational enterprises have relied on Paysign to provide full-service programs tailored to their unique requirements. The Company has designed and launched prepaid card programs for corporate rewards, employee incentives, consumer rebates, donor compensation, clinical trials, healthcare reimbursement payments and copay assistance.

Paysign’s expanded product offerings now include additional corporate incentive products and demand deposit accounts accessible with a debit card.

Principles of Consolidation – The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

Reclassifications – Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statement presentations.

Use of Estimates – The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and (iii) the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Restricted Cash – At ~~June~~September 30, 2021 and December 31, 2020, restricted cash consisted of funds held specifically for our card product programs that are contractually restricted to use. The Company includes changes in restricted cash balances with cash and cash equivalents when reconciling the beginning and ending total amounts in our condensed consolidated statements of cash flows.

Fixed Assets – Fixed assets are stated at cost less accumulated depreciation. Depreciation is principally recorded on the straight-line method over the estimated useful life of the asset, which is generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Leasehold improvements are capitalized and depreciated over the shorter of the remaining lease term or the estimated useful life of the improvements. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Intangible Assets – For intangible assets, we recognize an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.

Intangible assets with a finite life isare amortized on a straight-line basis over its estimated useful life.

Internally Developed Software Costs - Computer software development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include compensation and related expenses, costs of hardware and software, and costs incurred in developing features and functionality.

For computer software developed or obtained for internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line method over a 3 to 5 year estimated useful life, beginning in the period in which the software is available for use.

Earnings Per Share – Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period, using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

Revenue and Expense Recognition – ~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (ASC Topic 606),~~ guidance on recognizing revenue from contracts with customers. The guidance outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the model is that an entity recognizes revenue to portray the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also expands disclosure requirements regarding revenue recognition. We adopted this guidance as of January 1, 2018 using the modified retrospective transition method. The adoption of the guidance did not have a material impact on our financial condition and results of operations. The standard also requires new, expanded disclosures regarding revenue recognition.

The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contracts with customers; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company generates revenues from Plasma card programs through fees generated from cardholder fees and interchange fees. Revenues from Pharma card programs are generated through card program management fees, interchange fees, and settlement income.

Plasma and Pharma card program revenues include both fixed and variable components. Our cardholder fees represent an obligation to the cardholder based on a per transaction basis and recognized at a point in time when the performance obligation is fulfilled. Card program management fees include an obligation to our card program sponsors and are generally recognized when earned on a monthly basis and paid pursuant to the contract terms which are generally multi-year contracts. The Company uses the output method to recognize card program management fee revenue at the amount of consideration to which an entity has a right to invoice. The services are transferred to the customer when the performance obligation is completed which the Company determined to be monthly. Interchange fees are earned when customer-issued cards are processed through card payment networks as the nature of our promise to the customer is that we stand ready to process transactions at the customer’s requests on a daily basis over the contract term. Since the timing and quantity of transactions to be processed by us is not determinable, we view interchange fees to comprise an obligation to stand ready to process as many transactions as the customer requests. Accordingly, the promise to stand ready is accounted for as a single series performance obligation. The ~~company~~Company uses the right to invoice practical expedient and recognizes interchange fee revenue concurrent with the processing of card transactions. Interchange fees are settled in accordance with the card payment network terms and condition.

Prior to September 30, 2020, settlement income from Pharma programs was recognized and recorded, after giving consideration to any revenue constraints, ratably throughout the program lifecycle based on the Company’s estimate of the unspent balances to be remaining on the card at program expiration. During 2020, the Company observed substantially different performance indicators, current trends in the industry regarding program management by third parties, and new information available in dollar loads and spending patterns compared to historical experience. As a result, the Company changed its estimate of breakage for recognizing settlement income for Pharma programs resulting in the Company constraining revenue on all Pharma programs in accordance with applicable accounting guidance. Based on the change in facts and circumstances during 2020, the Company now utilizes the remote method of revenue recognition for settlement income whereby the unspent balances will be recognized as revenue at the expiration of the cards and the respective program. The Company records all revenue on a gross basis since it is the primary obligor and establishes the price in the contract arrangement with its customers. The Company is currently under no obligation for refunding any fees, and the Company does not currently have any obligations for disputed claim settlements. Given the nature of the Company’s services and contracts, it has no contract assets.

Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense.

Operating leases – The Company determines if a contract is or contains a leasing element at contract inception or the date in which a modification of an existing contract occurs. In order for a contract to be considered a lease, the contract must transfer the right to control the use of an identified asset for a period of time in exchange for consideration. Control is determined to have occurred if the lessee has the right to (i) obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) direct the use of the identified asset.

In determining the present value of lease payments at lease commencement date, the Company utilizes its incremental borrowing rate based on the information available, unless the rate implicit in the lease is readily determinable. The liability for operating leases is based on the present value of future lease payments. Operating lease expenses are recorded as rent expense, which is included within selling, general and administrative expenses within the consolidated statements of operations and presented as operating cash outflows within the consolidated statements of cash flows.

Stock-Based Compensation – The Company recognizes compensation expense for all restricted stock and stock option awards. The fair value of restricted stock is measured using the grant date trading price of our stock. The fair value of stock option awards is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

New Accounting Pronouncements – In December 2019, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this new standard on January 1, 2021 and there was no material impact on its condensed consolidated financial statements.

2. FIXED ASSETS, NET

Fixed assets consist of the following:

Schedule of fixed assets
	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Equipment	$	2,030,385	$	1,888,640	$	2,082,533	$	1,888,640
Software		200,282		200,282		257,610		200,282
Furniture and fixtures		757,662		752,212		757,662		752,212
Website costs		67,816		67,816		68,971		67,816
Leasehold improvements		229,772		203,488		229,772		203,488
		3,285,917		3,112,438		3,396,548		3,112,438
Less: accumulated depreciation		1,528,399		1,263,274		1,662,695		1,263,274
Fixed assets, net	$	1,757,518	$	1,849,164	$	1,733,853	$	1,849,164

Depreciation expense for the three months ended ~~June~~September 30, 2021 and 2020 was $~~133,174~~134,296 and $~~102,933~~115,778, respectively. Depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 was $~~265,125~~399,421 and $~~195,261~~311,039, respectively. During the ~~three~~nine months ended ~~June~~September 30, 2020 the Company relocated its corporate headquarters and recognized a $42,898 loss on abandonment of assets primarily related to leasehold improvements.

3. INTANGIBLE ASSETS, NET

Intangible assets consist of the following:

Schedule of intangible assets
	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Platform	$	8,526,784	$	7,478,419	$	9,279,844	$	7,478,419
Customer lists and contracts		1,177,200		1,177,200		1,177,200		1,177,200
Licenses		273,995		234,282		209,282		234,282
Trademarks		38,186		38,186		38,186		38,186
		10,016,165		8,928,087		10,704,512		8,928,087
Less: accumulated amortization		6,173,960		5,229,054		6,667,293		5,229,054
Intangible assets, net	$	3,842,205	$	3,699,033	$	4,037,219	$	3,699,033

~~Intangible assets are amortized over their useful lives ranging from periods of~~ 3 to 5 ~~years.~~ Amortization expense for the three months ended ~~June~~September 30, 2021 and 2020 was $~~481,008~~494,028 and $~~403,544~~422,014, respectively. Amortization expense for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 was $~~944,905~~1,438,933 and $~~813,592~~1,235,606, respectively.

During the three months ended September 30, 2020 the Company reviewed the carrying value of acquisition costs related to a business license and determined that there was an impairment necessary as the efforts to acquire the license had been suspended. As the impairment was deemed other than temporary, the impairment of $382,414 was recorded during the third quarter of 2020.

4. LEASE

The Company entered into an operating lease for office space which became effective in June 2020. The lease term is10 years from the effective date and allows fortwo optional extensions of five years each. The two optional extensions are not recognized as part of the right-of-use asset or lease liability since it is not reasonably certain that the Company will extend this lease. As of ~~June~~September 30, 2021, the remaining lease term was ~~8.9~~8.7 years and the discount rate was 6%. The lease for our previous office space was accounted for as a short-term lease.

Operating lease cost included in selling, general and administrative expenses was $~~209,056~~189,950 and $~~424,200~~614,150 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. Operating lease cost included in selling, general and administrative expenses was $218,412 and $~~59,889~~278,302 for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2020. Cash paid for operating lease was $142,992 and $132,992 for the three months ended September 30, 2021 and 2020, respectively. Cash paid for operating lease was $428,972 and $323,648 for the nine months ended September 30, 2021 and 2020, respectively. Short-term lease cost included in selling, general and administrative expense was $~~61,327~~ ~~and $~~143,768 for the ~~three and six~~nine months ended ~~June~~September 30, ~~2020, respectively.~~2020.

The following is the lease maturity analysis of our operating lease as of ~~June~~September 30, 2021:

Twelve months ending ~~June~~September 30,

Schedule of operating lease liabilities
2022 $ 571,968
2023 571,968
2024 571,968
2025 577,688
2026 640,604
Thereafter 2,509,033
Total lease payments 5,443,229
Less: Imputed interest (1,266,915 )
Present value of future lease payments 4,176,314
Less: current portion of lease liability (330,376 )
Long-term portion of lease liability $ 3,845,938

Schedule of operating lease liabilities
2022	$	571,968
2023		571,968
2024		571,968
2025		594,847
2026		640,604
Thereafter		2,348,882
Total lease payments		5,300,237
Less: Imputed interest		(1,204,672	)
Present value of future lease payments		4,095,565
Less: current portion of lease liability		(335,357	)
Long-term portion of lease liability	$	3,760,208

5. CUSTOMER CARD FUNDING LIABILITY

The Company issues prepaid cards with various provisions for cardholder fees or expiration. Revenue generated from cardholder transactions and interchange fees are recognized when the Company’s performance obligation is fulfilled. Unspent balances left on Pharma cards are recognized as settlement income at the expiration of the cards and the program. Contract liabilities related to prepaid cards represent funds on card and client funds held to be loaded to card before the amounts are ultimately spent by the cardholders or recognized as revenue by the Company. Contract liabilities related to prepaid cards are reported as Customer card funding liability on the condensed consolidated balance sheet.

The opening and closing balances of the Company's contract liabilities are as follows:

Schedule of contract liabilities
	Six Months Ended June 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Beginning balance	$	48,100,951	$	32,723,227	$	48,100,951	$	32,723,227
Increase (decrease), net		17,654,611		1,122,393		15,159,540		15,291,372
Ending balance	$	65,755,562	$	33,845,620	$	63,260,491	$	48,014,599

The amount of revenue recognized during the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 that was included in the opening contract liability for prepaid cards was $1,023,055 and $844,514, respectively.

6. COMMON STOCK

At ~~June~~September 30, 2021, the Company's authorized capital stock was 150,000,000 shares of common stock, par value $~~0.001~~$0.001 per share, and 25,000,000 shares of preferred stock, par value $~~0.001~~$0.001 per share. On that date, the Company had ~~51,143,382~~51,636,382 shares of common stock issued and ~~50,839,932~~51,332,932 shares of common stock outstanding, and 0no shares of preferred stock outstanding.

Stock-based compensation expense related to Company grants for the three and ~~six~~nine months ended ~~June~~September 30, 2021 was $~~540,921~~603,591 and $~~1,777,135~~1,780,726, respectively. Stock-based compensation expense for the three and ~~six~~nine months ended ~~June~~September 30, 2020 was $~~600,775~~798,849 and $~~1,324,958~~2,123,807, respectively.

2021 Transactions: During the three and ~~six~~nine months ended ~~June~~September 30, 2021 the Company issued ~~392,500~~493,000 and ~~891,775~~1,384,775 shares, respectively, of common stock for vested stock awards and the exercise of stock options and received proceeds of $~~9,675~~72,000 and $~~120,141~~192,141, respectively.

2020 Transactions: During the three and ~~six~~nine months ended ~~June~~September 30, 2020, the Company issued -0- and 500,000 stock options valued at $~~2.86~~$2.86 per share that will vest over4 four years. The assumptions used in the Black Scholes option-pricing model for the 2020 options was a risk-free interest rate of ~~0.38~~%0.38%, expected volatility of ~~100~~%100%, dividend yield of -0--0- and a weighted-average expected life of 5five years. During the three and ~~six~~nine months ended ~~June~~September 30, 2020 the Company also issued ~~337,437~~515,200 and ~~775,995~~1,291,195 shares of common stock, respectively, for ~~vested~~restricted stock awards previously granted, earned and vested, and for the exercise of vested stock options and received proceeds of $139,680 and $~~24,000~~163,680., respectively. In addition, for the ~~three~~nine months ended ~~June~~September 30, 2020, the Company issued 20,000 shares of common stock related to the acquisition of customer lists and ~~contracts.~~contracts valued at $8.86 per share.

7. BASIC AND FULLY DILUTED NET ~~INCOME (LOSS)~~LOSS PER COMMON SHARE

The following table sets forth the computation of basic and fully diluted net ~~income (loss)~~loss per common share for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:

Computation of earnings per share
	Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020		2021			2020			2021			2020
Numerator:
Net income (loss)	$	(931,967	)	$	(219,234	)	$	(2,555,494	)	$	1,321,731
Net loss												$	(271,006	)	$	(6,152,135	)	$	(2,826,500	)	$	(4,830,404	)
Denominator:
Weighted average common shares:
Denominator for basic calculation		50,748,437			49,015,686			50,551,299			48,864,424		51,154,725			49,433,473			50,754,652			49,055,492
Weighted average effects of potentially diluted common stock:
Stock options (calculated using the treasury method)		0			0			0			1,901,813		0			0			0			0
Unvested restricted stock grants		0			0			0			3,776,221		0			0			0			0
Denominator for fully diluted calculation		50,748,437			49,015,686			50,551,299			54,542,458		51,154,725			49,433,473			50,754,652			49,055,492
Net income (loss) per common share:
Net loss per common share:
Basic	$	(0.02	)	$	0.00		$	(0.05	)	$	0.03	$	(0.01	)	$	(0.12	)	$	(0.06	)	$	(0.10	)
Fully diluted	$	(0.02	)	$	0.00		$	(0.05	)	$	0.02	$	(0.01	)	$	(0.12	)	$	(0.06	)	$	(0.10	)

Due to the net loss for the three and ~~six~~nine months ended ~~June~~September 30, 2021, the effect of all potential common share equivalents was anti-dilutive, and therefore, all such shares were excluded from the computation of diluted weighted average shares outstanding for both periods. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the amount of potential common share equivalents excluded were ~~1,997,350~~1,923,200 for stock options and ~~1,868,000~~1,530,000 for unvested restricted stock awards. Due to the net loss for the three and nine months ended ~~June~~September 30, 2020, the effect of all potential common share equivalents was anti-dilutive, and therefore, all such shares were excluded from the computation of diluted weighted average shares outstanding for the period. For the three and nine months ended ~~June~~September 30, 2020, the amount of potential common share equivalents excluded were ~~2,868,800~~2,746,400 for stock options and ~~3,428,500~~3,075,500 for unvested restricted stock awards.

8. COMMITMENTS AND CONTINGENCIES

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

The Company has been named as a defendant in three complaints filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et. al., filed on March 19, 2020 (“Shi”), Lorna Chase v. Paysign, Inc. et. al., filed on March 25, 2020 (“Chase”), and Smith & Duvall v. Paysign, Inc. et. al., filed on April 2, 2020 (collectively, the “Complaints” or “Securities Class Action”). Smith & Duvall v. Paysign, Inc. et al. was voluntarily dismissed on May 21, 2020. On May 18, 2020, the Shi plaintiffs and another entity called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be appointed lead plaintiff. The Complaints are putative class actions filed on behalf of a class of persons who acquired the Company’s common stock from March 19, 2019 through March 31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer, and Mark Attinger violated Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts, regarding the Company’s internal control over financial reporting and its financial statements. The Complaints seek class action certification, compensatory damages, and attorney’s fees and costs. On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, Inc. Securities Litigation and appointed the Paysign Investor Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated action. Defendants filed a Motion to Dismiss the Amended Complaint on March 15, 2021, which Plaintiffs opposed via an opposition brief filed on April 29, 2021, to which Defendants replied on June 1, 2021. Thus, the motion is now fully briefed. The Court has not set a hearing date on the motion, or informed the parties whether it intends to entertain oral argument or rule upon the papers filed. As of the date of this filing, Paysign cannot give any meaningful estimate of likely outcome or damages.

The Company has also been named as a nominal defendant in a stockholder derivative action in the United States District Court for the District of Nevada: Andrzej Toczek, derivatively on behalf of Paysign, Inc. v. Mark, R. Newcomer, et. al., filed on September 17, 2020. This action alleges violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste, largely in connection with the failure to correct information technology controls over financial reporting alleged in the Securities Class Action, thereby causing the Company to face exposure in the Securities Class Action. The derivative complaint also alleges insider trading, violations against certain individual defendants. On December 16, 2020, the Court approved a stipulation staying the action until the Court in the consolidated Securities Class Action issues a ruling on the Motion to Dismiss. As of the date of this filing, Paysign cannot give any meaningful estimate of likely outcome or damages.

9. RELATED PARTY

A member of our Board of Directors is also a partner in a law firm that the Company engages for services to review regulatory filings and for various other legal matters. The Company incurred legal expense of $~~390,172~~28,366 and $~~410,884~~439,250 during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, with the related party law firm. During each of the three and ~~six~~nine months ended ~~June~~September 30, 2020 the Company incurred legal expense of $~~96,755~~ 429,380and $~~115,488~~544,868, respectively, with the related party law firm.

10. INCOME TAX BENEFIT

The effective tax rate ~~(income~~(income tax provision (benefit) as a percentage of ~~income (loss)~~loss before income tax provision (benefit)) was ~~(0.1%)~~ ~~for the three months ended June 30, 2021, as compared to~~ ~~65.9~~0.0% for the three months ended ~~June~~September 30, 2021, as compared to 26.9% for the three months ended September 30, 2020. The effective tax rate was (0.1%) and~~(63.1%)~~ 36.5% for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. The effective tax rates vary,, primarily as a result of the full valuation on our deferred tax asset in the current year and the tax benefit related to our stock-based compensation and a pretax loss in the prior year period.

Item 2. Management’s discussion and analysis of financial condition and results of operations.

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Forward-Looking Statements”). All statements other than statements of historical fact included in this report are Forward-Looking Statements. In the normal course of our business, we, in an effort to help keep our shareholders and the public informed about our operations, may from time-to-time issue certain statements, either in writing or orally, that contain, or may contain, Forward-Looking Statements. Although we believe that the expectations reflected in such Forward-Looking Statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by us, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of our operations are subject to a number of uncertainties, risks and other influences, many of which are outside of our control and any one of which, or a combination of which, could materially affect the results of our operations and whether Forward-Looking Statements made by us ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors could cause actual results to differ materially from our expectations are disclosed in this report, including those factors discussed in “Part II - Item 1A. Risk Factors.” All prior and subsequent written and oral Forward-Looking Statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from our expectations as set forth in any Forward-Looking Statement made by or on behalf of us.

Overview

We are a provider of prepaid card programs, comprehensive patient affordability offerings, digital banking services and integrated payment processing designed for businesses, consumers and government institutions. Founded in 2001 and headquartered in southern Nevada, the company creates customized, innovative payment solutions for clients across all industries, including pharmaceutical, healthcare, hospitality and retail. By using Paysign solutions, clients enjoy benefits such as lower administrative costs, streamlined operations, increased revenues, accelerated product adoption, and improved customer, employee and partner loyalty.

Paysign’s expanded product offerings now include additional corporate incentive products and demand deposit accounts accessible with a debit card.

Our revenues include fees generated from cardholder fees, interchange, card program management fees, and settlement income. Revenue from cardholder fees, interchange and card program management fees is recorded when the performance obligation is fulfilled. Settlement income is recorded at the expiration of the card program.

We have two categories for our prepaid debit cards: (1) corporate and consumer reloadable cards, and (2) non-reloadable cards.

Reloadable Cards: These types of cards are generally classified as payroll or considered general purpose reloadable (“GPR”) cards. Payroll cards are issued by an employer to an employee in order to allow the employee to access payroll amounts that are deposited into an account linked to their card. GPR cards can also be issued to a consumer at a retail location or mailed to a consumer after completing an on-line application. GPR cards can be reloaded multiple times with a consumer’s payroll, government benefit, a federal or state tax refund or through cash reload networks located at retail locations. Reloadable cards are generally open-loop cards as described below.

Non-Reloadable Cards: These are generally one-time use cards that are only active until the funds initially loaded to the card are spent. These types of cards are generally used as gift or incentive cards. Normally these types of cards are used for purchase of goods or services at retail locations and cannot be used to receive cash.

Both reloadable and non-reloadable cards may be open-loop, closed-loop, or restricted-loop. Open-loop cards can be used to receive cash at ATM locations by PIN; or purchase goods or services by PIN or signature at retail locations virtually anywhere that the network brand (American Express, Discover, MasterCard, Visa, etc.) is accepted. Closed-loop cards can only be used at a specific merchant. Restricted-loop cards can be used at several merchants, or a defined group of merchants, such as all merchants at a specific shopping mall.

The prepaid card market in the U.S. has experienced significant growth in recent years due to consumers and merchants embracing improved technology, greater convenience, more product choices and greater flexibility. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for certain segments of the population, particularly those without, or who could not qualify for, a checking or savings account.

Currently, we are focusing our marketing efforts on corporate incentive and expense prepaid card products in various market verticals including, but not limited to, general corporate expense, healthcare related markets including co-pay assistance, clinical trials and donor compensation, loyalty rewards and incentive cards.

As part of our continuing platform expansion process, we evaluate current and emerging technologies for applicability to our existing and future software platform. To this end, we engage with various hardware and software vendors in evaluation of various infrastructure components. Where appropriate, we use third-party technology components in the development of our software applications and service offerings. Third-party software may be used for highly specialized business functions, which we may not be able to develop internally within time and budget constraints. Our principal target markets for processing services include prepaid card issuers, retail and private-label issuers, small third-party processors, and small and mid-size financial institutions in the United States and Mexico.

We have devoted more extensive resources to sales and marketing activities as we have added essential personnel to our marketing and sales team. We sell our products directly to customers in the U.S. but may work with a small number of resellers and third parties in international markets to identify, sell and support targeted opportunities.

In 2021, we plan to continue to invest additional funds in technology improvements, sales and marketing, customer service, and regulatory compliance. From time to time, we evaluate raising capital to enable us to diversify into new market verticals. If we do not raise new capital, we believe that we will still be able to expand into new markets using internally generated funds.

The ~~outbreak of a novel~~ coronavirus ~~and the incidence of the related disease~~ (COVID-19) ~~starting~~pandemic, which started in late 2019 ~~has continued, spreading throughout~~and reached the United States in early 2020, continues to significantly impact the economy of the United States and ~~much~~the rest of the ~~world beginning in the first quarter of 2020. In March 2020, the World Health Organization declared the outbreak as a pandemic.~~world. While the disruption ~~is currently expected~~appears to be ~~temporary, there is uncertainty around~~mitigating due to the availability of vaccines and other factors, the ultimate duration and severity of the pandemic remain uncertain, particularly given the development of new variants that ~~appear~~continue to ~~be spreading.~~spread. The COVID-19 outbreak caused plasma center closures, and the new stimulus packages signed into law during 2020 and 2021 reduced the incentive for individuals to donate plasma for supplementary income. Those developments have had and will continue to have an adverse ~~effect~~impact on the ~~Company's~~Company’s results of operations. While we remain cautiously optimistic and have seen improvements in our operating results, we ~~are not back~~cannot foresee how long it may take the Company to attain pre-pandemic operating ~~levels.~~levels as COVID-19 related labor shortages at plasma donation centers, border closures, and other effects continue to weigh on the Company’s results of operations. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and variants and around the imposition or relaxation of protective measures, management cannot ~~reasonably~~at this time estimate with reasonable accuracy COVID-19’s further impact on the ~~impact to the Company's future~~Company’s results of operations, cash flows or financial condition.

Results of Operations

Three Months Ended ~~June~~September 30, 2021 and 2020

The following table summarizes our consolidated financial results:

	Three Months Ended June 30, (unaudited)						Variance						Three Months Ended September 30, (unaudited)						Variance
	2021			2020			$			%			2021			2020			$			%
Revenues
Plasma industry	$	5,947,313		$	4,572,439		$	1,374,874			30.1%		$	7,035,546		$	5,186,566		$	1,848,980			35.6%
Pharma industry		641,037			1,768,565			(1,127,528	)		(63.8%	)		660,331			(5,383,887	)	��	6,044,218			NA
Other		62,940			102,061			(39,121	)		(38.3%	)		71,312			44,780			26,532			59.2%
Total revenues		6,651,290			6,443,065			208,225			3.2%			7,767,189			(152,541	)		7,919,730			NA
Cost of revenues		3,498,723			3,138,350			360,373			11.5%			3,797,919			3,281,888			516,031			15.7%
Gross profit		3,152,567			3,304,715			(152,148	)		(4.6%	)		3,969,270			(3,434,429	)		7,403,699			NA
Gross margin %		47.4%			51.3%									51.1%			(2,251.5%	)

Operating expenses
Selling, general and administrative		3,474,562			3,401,501			73,061			2.1%			3,618,071			4,070,211			(452,140	)		(11.1%	)
Loss on abandonment of assets		–			42,898			(42,898	)		N/A
Impairment of intangible asset														–			382,414			(382,414	)		(100.0%	)
Depreciation and amortization		614,182			506,477			107,705			21.3%			628,324			537,792			90,532			16.8%
Total operating expenses		4,088,744			3,950,876			137,868			3.5%			4,246,395			4,990,417			(744,022	)		(14.9%	)
Loss from operations	$	(936,177	)	$	(646,161	)	$	(290,016	)		(44.9%	)	$	(277,125	)	$	(8,424,846	)	$	8,147,721			(96.7%	)

Net loss	$	(931,967	)	$	(219,234	)	$	(712,733	)		325.1%		$	(271,006	)	$	(6,152,135	)	$	5,881,129			(95.6%	)
Net margin %		(14.0%	)		(3.4%	)								(3.5%	)		(4,033.1%	)

The increase in total revenues of ~~$208,225~~$7,919,730 for the three months ended ~~June~~September 30, 2021 compared to the same period in the prior year consisted primarily of a ~~$1,374,874~~$1,848,980 increase in Plasma revenue and a ~~$1,127,528 reduction~~$6,044,218 increase in Pharma revenue. The increase in Plasma revenue was primarily due to an increase in plasma donations, and, consequently, dollars loaded to cards, cardholder fees, and interchange, as COVID-19 restrictions such as donation center closures, ~~and~~ mobility restrictions and Federal government stimulus measures were relaxed compared to the prior year period. The increase in Pharma revenue ~~decreased $1,127,528~~was primarily due to the constraining of revenue on all Pharma programs for settlement income whereby the unspent balances ~~will be~~are recognized as revenue at the expiration of the cards and the respective ~~program.~~program and the launch of seven new Pharma programs in 2021.

Cost of revenues for the three months ended ~~June~~September 30, 2021 increased ~~$360,373~~$516,031 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense. Cost of revenues increased primarily due to the increase in Plasma transactions as many of the Plasma transaction costs are variable in nature which are provided by third parties who charge us based on the number of transactions that occurred during the period.

Gross profit for the three months ended ~~June~~September 30, 2021 ~~decreased $152,148~~increased $7,403,699 compared to the same period in the prior year resulting from the ~~reduction in Pharma revenue, offset by an~~ increase in Plasma and Pharma revenue and the impact of a variable cost structure as described above. The ~~decrease~~increase in gross margin resulted from ~~a higher mix~~continued revenue growth and operating leverage of our Plasma business coupled with positive Pharma ~~settlement income recorded in~~revenue versus the prior ~~year, offset by an increase in Plasma gross margin.~~year.

Selling, general and administrative expenses (“SG&A”) for the three months ended ~~June~~September 30, 2021 ~~increased $73,061~~decreased $452,140 or ~~2.1%~~11.1% compared to the same period in the prior year and consisted primarily of an increase in compensation and benefits of ~~$80,500,~~$179,000, a decrease in stock-based compensation of ~~$60,000, an increase~~$195,250, a decrease in outside professional services for tax, audit and consultants of ~~$40,000,~~$342,250, an increase in ~~licensing and~~ insurance of ~~$97,000,~~$72,500, a decrease in technologies and telecom of ~~$40,000, an increase~~$16,250, a decrease in rent, utilities, and maintenance of ~~$94,000 related to a new office lease entered into in June 2020,~~$29,500, an increase in travel of ~~$68,000,~~$32,000, and ~~a decrease~~an increase in other operating expenses of ~~$56,700.~~$94,000.

Impairment of intangible asset for the three months ended September 30, 2021 declined by $382,414 compared to the same period in the prior year as this was a non-recurring impairment taken in the third quarter of 2020.

Depreciation and amortization expense for the three months ended ~~June~~September 30, 2021 increased ~~$107,705~~$90,532 compared to the same period in the prior year. The increase in depreciation and amortization expense was primarily due to continued capitalization of new software and equipment, continued enhancements to our platform, and new furniture and fixtures and leasehold improvements associated with the new building we moved into in June 2020.

For the three months ended ~~June~~September 30, 2021 we recorded a loss from operations of ~~$936,177~~$277,125 representing a net ~~decrease~~increase of ~~$290,016~~$8,147,721 compared to the same period last year related to the aforementioned factors.

Other income for the three months ended ~~June~~September 30, 2021 ~~increased $1,880~~decreased $6,065 related to ~~an increase in~~lower interest income ~~due~~received from our sponsor bank and interest expense related to ~~higher average outstanding restricted cash bank balances primarily from~~ the ~~increase in our Plasma business.~~financing of insurance premiums.

The effective tax rate ~~was (0.1%) and 65.9%~~ for the three months ended ~~June~~September 30, 2021 ~~and 2020,~~ ~~respectively. The effective tax rates vary~~,was zero percent primarily as a result of the tax benefit related to our stock-based compensation and the full valuation on our deferred tax asset in the current ~~year and~~year. We recorded an income tax benefit of $2,260,527 for the three months ended September 30, 2020 due to the tax benefit related to our stock-based compensation and a pretax loss infrom operations during the ~~prior year~~same period.

The net loss for the three months ended ~~June~~September 30, 2021 was ~~$931,967, a $712,733 greater loss~~$271,006, an improvement of $5,881,129 compared to the net loss of ~~$219,234~~$6,152,135 for the three months ended ~~June~~September 30, 2020. The overall change in net loss relates to the aforementioned factors.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020

The following table summarizes our consolidated financial results:

Six Months Ended
June 30,
(unaudited)
Variance
2021 2020 $ %
Revenues
Plasma industry $ 11,330,464 $ 11,915,849 $ (585,385 ) (4.9% )
Pharma industry 1,523,867 4,788,942 (3,265,075 ) (68.2% )
Other 76,387 314,747 (238,360 ) (75.7% )
Total revenues 12,930,718 17,019,538 (4,088,820 ) (24.0% )
Cost of revenues 6,946,345 7,993,870 (1,047,525 ) (13.1% )
Gross profit 5,984,373 9,025,668 (3,041,295 ) (33.7% )
Gross margin % 46.3% 53.0%

Operating expenses
Selling, general and administrative 7,339,548 7,228,825 110,723 1.5%
Loss on abandonment of assets – 42,898 (42,898 ) N/A
Depreciation and amortization 1,210,030 1,008,853 201,177 19.9%
Total operating expenses 8,549,578 8,280,576 269,002 3.2%
Income (loss) from operations $ (2,565,205 ) $ 745,092 $ (3,310,297 ) N/A

Net income (loss) $ (2,555,494 ) $ 1,321,731 $ (712,733 ) N/A
Net margin % (19.8% ) 7.8%

	Nine Months Ended September 30, (unaudited)						Variance
	2021			2020			$			%
Revenues
Plasma industry	$	18,366,010		$	17,102,415		$	1,263,595			7.4%
Pharma industry		2,184,198			(594,945	)		2,779,143			NA
Other		147,699			359,527			(211,828	)		(58.9%	)
Total revenues		20,697,907			16,866,997			3,830,910			22.7%
Cost of revenues		10,744,264			11,275,758			(531,494	)		(4.7%	)
Gross profit		9,953,643			5,591,239			4,362,404			78.0%
Gross margin %		48.1%			33.1%

Operating expenses
Selling, general and administrative		10,957,619			11,299,036			(341,417	)		(3.0%	)
Impairment of intangible asset		–			382,414			(382,414	)		(100.0%	)
Loss on abandonment of assets		–			42,898			(42,898	)		(100.0%	)
Depreciation and amortization		1,838,354			1,546,645			291,709			18.9%
Total operating expenses		12,795,973			13,270,993			(475,020	)		(3.6%	)
Income (loss) from operations	$	(2,842,330	)	$	(7,679,754	)	$	4,837,424			(63.0%	)

Net income (loss)	$	(2,826,500	)	$	(4,830,404	)	$	2,003,904			(41.5%	)
Net margin %		(13.7%	)		(28.6%	)

The ~~decrease~~increase in total revenues of ~~$4,088,820~~$3,830,910 for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in the prior year consisted primarily of ~~a $585,385 reduction~~an increase in Plasma revenue of $1,263,595 and ~~a $3,265,075 reduction~~an increase in Pharma ~~revenue.~~revenue of $2,779,143, reduced by a decline in Other revenue of $211,828. The ~~decrease~~increase in Plasma revenue was primarily due to ~~a decrease~~an increase in plasma donations, and, consequently, dollars loaded to cards and cardholder fees, which ~~were significantly impacted by~~have improved year-over-year in the second and third quarters of 2021 as COVID-19 ~~related~~restrictions such as donation center closures, ~~and~~ mobility restrictions ~~during the first quarter of 2021~~and Federal government stimulus measures were relaxed compared to the ~~same period in the~~ prior ~~year.~~year periods. Pharma revenue ~~decreased $3,265,075~~increased $2,779,143 primarily due to the constraining of revenue on all Pharma programs for settlement income in the third quarter of 2020 whereby the unspent balances ~~will be~~are recognized as revenue at the expiration of the cards and the respective program. ~~In addition,~~Additionally, we have launched seven new Pharma programs in 2021. Lastly, Pharma programs were also negatively impacted by COVID-19 as new pharmaceutical medicines were delayed and individuals limited their exposure to pharmacies and doctor offices. As COVID-19 restrictions have abated, individuals have returned to pharmacies and doctor offices and acquiring pharmaceutical medicines for treatments.

Cost of revenues for the ~~six~~nine months ended ~~June~~September 30, 2021 decreased ~~$1,047,525~~$531,494 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense. Cost of revenues decreased primarily due to ~~the decline~~operating leverage inherent in our Plasma ~~transactions during the first quarter of 2021 compared to the same period in the prior year~~business as many of the Plasma ~~transaction~~fees deliver a greater revenue contribution versus the costs ~~are variable in nature which~~that are provided by third-parties who charge us based on the number of transactions that occurred during the period.

Gross profit for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~decreased $3,041,295~~increased $4,362,404 compared to the same period in the prior year resulting from the ~~reduction~~increase in Plasma and Pharma revenue, and the associated cost of sales as described above. The ~~decrease~~increase in gross margin for the nine months ended September 30, 2021 to 48.1% versus 33.1% for the same period in the prior year resulted from the ~~lower~~higher revenue conversion rate and ~~an unfavorable~~a favorable cost of revenue rate variance resulting from the portion of our cost of revenues that are fixed in nature.

SG&A for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~increased $110,723~~decreased $341,417 or ~~1.5%~~3.0% compared to the same period in the prior year and consisted primarily of an increase in compensation and benefits of ~~$255,000,~~$434,500, a decrease in stock-based compensation of ~~$148,000, an increase~~$343,000, a decrease in professional services for tax, audit and consultants of ~~$139,000,~~$203,000, an increase in ~~licensing and~~ insurance of ~~$97,000,~~$170,000, a decrease in technologies and telecom of ~~$91,000,~~$107,000, an increase in rent, utilities, and maintenance of ~~$235,000~~$205,500 related to a new office lease entered into in June 2020, ~~a decrease~~an increase in travel of ~~$21,500,~~$10,500, and a decrease in other operating expenses of ~~$203,000.~~$66,250.

Impairment of intangible asset for the nine months ended September 30, 2021 declined by $382,414 compared to the same period in the prior year as this was a non-recurring impairment taken in the third quarter of 2020. Loss on abandonment of assets for the nine months ended September 30, 2021 declined by $42,898 compared to the same period in the prior year as this was a non-recurring loss taken in the second quarter of 2020.

Depreciation and amortization expense for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$201,177~~$291,709 compared to the same period in the prior year. The increase in depreciation and amortization expense was primarily due to continued capitalization of new software and equipment, continued enhancements to our platform, and new furniture and fixtures and leasehold improvements associated with the new building we moved into in June 2020.

For the ~~six~~nine months ended ~~June~~September 30, 2021 we recorded a loss from operations of ~~$2,565,205~~$2,842,330 representing a net ~~decrease~~increase of ~~$3,310,297~~$4,837,424 compared to the same period last year related to the aforementioned factors.

Other income for the ~~six~~nine months ended ~~June~~September 30, 2021 decreased ~~$53,180~~$59,245 related to ~~a decrease in~~lower interest income ~~primarily~~received from ~~lower average outstanding restricted cash~~our sponsor bank ~~balances due~~and interest expense related to ~~a decline in our Plasma business and better program management by third parties on our Pharma programs.~~the financing of insurance premiums.

The effective tax rate was (0.1%) and ~~(63.1%)~~36.5% for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, ~~respectively~~.respectively. The effective tax rates vary,, primarily as a result of the tax benefit related to our stock-based compensation and the full valuation on our deferred tax asset in the current ~~year and~~year. We recorded an income tax benefit of $2,771,875 for the nine months ended September 30, 2020 due to the tax benefit related to our stock-based compensation and a pretax loss infrom operations during the ~~prior year~~same period.

The net loss for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$2,555,494~~$2,826,500 compared to a net ~~income~~loss of ~~$1,321,731~~$4,830,404 for the ~~six~~nine months ended ~~June~~September 30, 2020, a ~~$3,877,225 decrease.~~$2,003,904 increase. The overall change in net ~~income (loss)~~loss relates to the aforementioned factors.

Key Performance Indicators and Non-GAAP Measures

Management reviews a number of metrics to help us monitor the performance of and identify trends affecting our business. We believe the following measures are the primary indicators of our quarterly and annual revenues:

Gross Dollar Volume Loaded on Cards – Represents the total dollar volume of funds loaded to all of our prepaid card programs. Our gross dollar volume loaded on cards was ~~$246~~$265 million and ~~$183~~$213 million for the three months ended ~~June~~September 30, 2021 and 2020, respectively. That gross dollar volume was ~~$523~~$788 million and ~~$509~~$722 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. We use this metric to analyze the total amount of money moving into our prepaid card programs.

Conversion Rates on Gross Dollar Volume Loaded on Cards – Comprised of revenues, gross profit and net income conversion rates of gross dollar volume loaded on cards which are calculated by taking our total revenues, gross profit or net income (loss), respectively, as a numerator and dividing by the gross dollar volume loaded on cards as a denominator. As we derive a number of our financial results from cardholder fees, we utilize these metrics as an indication of the amount of money that is added to cards and will eventually be converted to revenues, gross profit and net income. Our total revenue conversion rates for the three months ended ~~June~~September 30, 2021 and 2020 were ~~2.70%~~2.93% or ~~270~~293 basis points (“bps”), and ~~3.52%~~(0.07)% or ~~352~~(7) bps, respectively, of gross dollar volume loaded on cards. Our total gross profit conversion rates for the three months ended ~~June~~September 30, 2021 and 2020 were ~~1.28%~~1.50% or ~~128~~150 bps, and ~~1.81%~~(1.61)% or ~~181~~(161) bps, respectively, of gross dollar volume loaded on cards. Our net income conversion rates for the three months ended ~~June~~September 30, 2021 and 2020 were ~~(0.38)~~(0.10)% or ~~(38)~~(10) bps, and ~~(0.12)~~(2.89)% or ~~(12)~~(289) bps, respectively, of gross dollar volume loaded on cards. Our total revenue conversion rates for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were ~~2.47%~~2.63% or ~~247~~263 bps, and ~~3.34%~~2.34% or ~~334~~234 bps, respectively, of gross dollar volume loaded on cards. Our total gross profit conversion rates for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were ~~1.14%~~1.26% or ~~114~~126 bps, and ~~1.77%~~0.77% or ~~177~~77 bps, respectively, of gross dollar volume loaded on cards. Our net income conversion rates for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were ~~(0.49)~~(0.36)% or ~~(49)~~(36) bps, and ~~0.26%~~(0.67)% or 26(67) bps, respectively, of gross dollar volume loaded on cards.

Management also reviews key performance indicators, such as revenues, gross profit, operational expenses as a percent of revenues, and cardholder participation. In addition, we consider certain non-GAAP (or "adjusted") measures to be useful to management and investors evaluating our operating performance for the periods presented, and provide a financial tool for evaluating our ongoing operations, liquidity and management of assets. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment and investment in new card programs. These adjusted metrics are consistent with how management views our business and are used to make financial, operating and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for revenue, operating income, net income (loss), earnings (loss) per share (basic and diluted) or net cash from operating activities as determined in accordance with GAAP. We consider the following non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, to be key performance indicators:

“EBITDA” is defined as earnings before interest, income taxes, and depreciation and amortization expense and "Adjusted EBITDA" reflects the adjustment to EBITDA to exclude stock-based compensation expense, impairment of intangible asset, and loss on abandonment of assets. A reconciliation of net ~~income (loss)~~loss to Adjusted EBITDA is provided in the table below.

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Reconciliation of adjusted EBITDA to net income:
Net income (loss) $ (931,967 ) $ (219,234 ) $ (2,555,494 ) $ 1,321,731
Income tax provision (benefit) 800 (423,797 ) 2,400 (511,348 )
Interest income (5,010 ) (3,130 ) (12,111 ) (65,291 )
Depreciation and amortization 614,182 506,477 1,210,030 1,008,853
EBITDA (321,995 ) (139,684 ) (1,355,175 ) 1,753,945
Loss on abandonment of assets – 42,898 – 42,898
Stock-based compensation 540,921 600,775 1,177,135 1,324,958
Adjusted EBITDA $ 218,926 $ 503,989 $ (178,040 ) $ 3,121,801

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Reconciliation of adjusted EBITDA to net loss:
Net loss	$	(271,006	)	$	(6,152,135	)	$	(2,826,500	)	$	(4,830,404	)
Income tax provision (benefit)		–			(2,260,527	)		2,400			(2,771,875	)
Interest income, net		(6,119	)		(12,184	)		(18,230	)		(77,475	)
Depreciation and amortization		628,324			537,792			1,838,354			1,546,645
EBITDA		351,199			(7,887,054	)		(1,003,976	)		(6,133,109	)
Impairment of intangible asset		–			382,414			–			382,414
Loss on abandonment of assets		–			–			–			42,898
Stock-based compensation		603,591			798,849			1,780,726			2,123,807
Adjusted EBITDA	$	954,790		$	(6,705,791	)	$	776,750		$	(3,583,990	)

1819

Liquidity and Capital Resources

The following table sets forth the major sources and uses of cash:

	Six Months Ended June 30, (unaudited)						Nine Months Ended September 30, (unaudited)
	2021			2020			2021			2020
Net cash provided by operating activities	$	17,581,753		$	4,263,949		$	16,031,596		$	12,578,806
Net cash used in investing activities		(1,261,556	)		(2,060,497	)		(1,966,681	)		(2,557,188	)
Net cash provided by (used in) financing activities		120,141			(221,425	)		192,141			(81,745	)
Net increase in cash and restricted cash	$	16,440,338		$	1,982,027		$	14,257,056		$	9,939,873

Comparison of ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we financed our operations through internally generated funds.

Cash provided by operating activities increased ~~$13,317,804~~$3,452,790 for the ~~six~~nine months ended ~~June~~September 30, 2021, as compared to the same period in the prior year. The increase is primarily due to an increase in cash flows from changes in operating assets and liabilities, particularly ~~the customer card funding liability,~~an improvement in net loss from operations and deferred income taxes, offset by ~~the~~a decrease in ~~net income (loss). The increase in the cash provided by the customer card funding liability is mainly due to the increase in customer card funding restricted cash during the period.~~accounts receivable.

Cash used in investing activities decreased ~~$798,941~~$590,507 for the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to the ~~six~~nine months ended ~~June~~September 30, 2020. The change between periods was primarily attributed to a decrease in purchases of fixed assets during the current period. Fixed asset purchases in the prior year period were largely related to our office relocation.

Cash provided by financing activities was ~~$120,141~~$192,141 for the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to cash used in financing activities of ~~$221,425~~$81,745 the ~~six~~nine months ended ~~June~~September 30, 2020. Cash provided by financing activities in the 2021 period consisted of cash received from the exercise of employee stock options totaling ~~$120,141.~~$192,141. Cash used in financing activities for the 2020 period related to $245,425 for the repurchase of stock for taxes withheld offset by cash received from the exercise of stock options totaling ~~$24,000.~~$163,680.

Sources of Liquidity

We believe that our available cash on hand, excluding restricted cash, at ~~June~~September 30, 2021 of ~~$6,615,180,~~$6,926,969, along with our forecast for revenues and cash flows for the remainder of the year and for 2022, will be sufficient to sustain our operations for the next twelve months.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Our estimates are based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Because we are a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures.

Disclosure controls and procedures means controls and other procedures that are designed to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated 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 of ~~June~~September 30, 2021. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2021, the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~June~~September 30, 2021, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2021

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company has been named as a defendant in three complaints filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et. al., filed on March 19, 2020 (“Shi”), Lorna Chase v. Paysign, Inc. et. al., filed on March 25, 2020 (“Chase”), and Smith & Duvall v. Paysign, Inc. et. al., filed on April 2, 2020 (collectively, the “Complaints” or “Securities Class Action”). Smith & Duvall v. Paysign, Inc. et. al. was voluntarily dismissed on May 21, 2020. On May 18, 2020, the Shi plaintiffs and another entity called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be appointed lead plaintiff. The Complaints are putative class actions filed on behalf of a class of persons who acquired the Company’s common stock from March 19, 2019 through March 31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer, and Mark Attinger violated Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts, regarding the Company’s internal control over financial reporting and its financial statements. The Complaints seek class action certification, compensatory damages, and attorney’s fees and costs. On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, Inc. Securities Litigation and appointed the Paysign Investor Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated action. Defendants filed a Motion to Dismiss the Amended Complaint on March 15, 2021, which Plaintiffs opposed via an opposition brief filed on April 29, 2021, to which Defendants replied on June 1, 2021. Thus, the motion is now fully briefed. The Court has not set a hearing date on the motion, or informed the parties whether it intends to entertain oral argument or rule upon the papers filed.

Item 1A. Risk Factors.

There have been no material changes with respect to the risk factors disclosed in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended ~~June~~September 30, 2021, we issued, pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, a total of ~~390,000~~463,000 shares of common stock for restricted stock shares previously earned and vested as well as ~~2,500~~30,000 shares of common stock for stock options exercised.

Item 6. Exhibits.

31.1	Rule 13a-14(a)/15d-14(a) Certifications
31.2	Rule 13a-14(a)/15d-14(a) Certifications
32.1	Section 1350 Certifications
32.2	Section 1350 Certifications
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

2122

SIGNATURES

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.


	PAYSIGN, INC.


Date: ~~August 11,~~November 10, 2021	/s/ Mark Newcomer
	By: Mark Newcomer, Chief Executive Officer (principal executive officer)


Date: ~~August 11,~~November 10, 2021	/s/ Jeff Baker
	By: Jeff Baker, Chief Financial Officer (principal financial and accounting officer)

2223

	Six Months Ended June 30, (unaudited)					Variance
	2021			2020		$			%
Revenues
Plasma industry	$	11,330,464		$	11,915,849	$	(585,385	)		(4.9%	)
Pharma industry		1,523,867			4,788,942		(3,265,075	)		(68.2%	)
Other		76,387			314,747		(238,360	)		(75.7%	)
Total revenues		12,930,718			17,019,538		(4,088,820	)		(24.0%	)
Cost of revenues		6,946,345			7,993,870		(1,047,525	)		(13.1%	)
Gross profit		5,984,373			9,025,668		(3,041,295	)		(33.7%	)
Gross margin %		46.3%			53.0%

Operating expenses
Selling, general and administrative		7,339,548			7,228,825		110,723			1.5%
Loss on abandonment of assets		–			42,898		(42,898	)		N/A
Depreciation and amortization		1,210,030			1,008,853		201,177			19.9%
Total operating expenses		8,549,578			8,280,576		269,002			3.2%
Income (loss) from operations	$	(2,565,205	)	$	745,092	$	(3,310,297	)		N/A

Net income (loss)	$	(2,555,494	)	$	1,321,731	$	(712,733	)		N/A
Net margin %		(19.8%	)		7.8%