Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 26, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | JetPay Corp | ||
Entity Central Index Key | 1,507,986 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 20.9 | ||
Trading Symbol | JTPY | ||
Entity Common Stock, Shares Outstanding | 15,408,772 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 6,824 | $ 12,584 |
Restricted cash | 1,905 | 2,129 |
Accounts receivable, less allowance for doubtful accounts | 5,269 | 4,677 |
Settlement processing assets and funds | 52,116 | 35,240 |
Prepaid expenses and other current assets | 1,725 | 5,849 |
Current assets before funds held for clients | 67,839 | 60,479 |
Funds held for clients | 49,288 | 49,154 |
Total current assets | 117,127 | 109,633 |
Property and equipment, net | 3,970 | 2,125 |
Goodwill | 48,978 | 48,978 |
Identifiable intangible assets, net of accumulated amortization of $14,418 and $10,926 at December 31, 2017 and 2016, respectively | 22,598 | 26,090 |
Other assets | 260 | 384 |
Total assets | 192,933 | 187,210 |
Current liabilities: | ||
Current portion of long-term debt and capital lease obligations | 3,364 | 8,074 |
Accounts payable and accrued expenses | 11,569 | 10,821 |
Settlement processing liabilities | 51,407 | 35,079 |
Deferred revenue | 492 | 502 |
Other current liabilities | 50 | 985 |
Current liabilities before client fund obligations | 66,882 | 55,461 |
Client fund obligations | 49,288 | 49,154 |
Total current liabilities | 116,170 | 104,615 |
Long-term debt and capital lease obligations, net of current portion and unamortized discounts and financing costs of $274 and $339 at December 31, 2017 and 2016, respectively | 12,700 | 13,794 |
Deferred income taxes | 845 | 520 |
Other liabilities | 1,452 | 1,228 |
Total liabilities | 131,167 | 120,157 |
Commitments and Contingencies | ||
Stockholders’ (Deficit) Equity | ||
Preferred stock, $0.001 par value Authorized 1,000,000 shares, none issued (which excludes 142,333 and 139,498 shares of Series A and Series A-1 redeemable convertible preferred stock at December 31, 2017 and 2016, respectively) | 0 | 0 |
Common stock, $0.001 par value Authorized 100,000,000 shares; 17,873,534 and 17,737,504 issued at December 31, 2017 and 2016, respectively (which includes 1,625,000 shares subject to possible redemption at December 31, 2017 and 2016) and 15,673,534 and 17,737,504 outstanding at December 31, 2017 and 2016, respectively | 18 | 18 |
Additional paid-in capital | 35,186 | 38,778 |
Treasury stock, 2,200,000 shares at cost | (4,950) | 0 |
Accumulated deficit | (31,692) | (28,587) |
Total Stockholders’ (Deficit) Equity | (1,438) | 10,209 |
Total Liabilities and Stockholders’ (Deficit) Equity | 192,933 | 187,210 |
Common Stock [Member] | ||
Redeemable Convertible Preferred Stock: | ||
Temporary Equity, Carrying Amount, Attributable to Parent | 3,520 | 3,520 |
Stockholders’ (Deficit) Equity | ||
Total Stockholders’ (Deficit) Equity | 18 | 18 |
Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock: | ||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 59,684 | $ 53,324 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 14,418 | $ 10,926 |
Debt Issuance Costs, Noncurrent, Net | $ 274 | $ 339 |
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 300 | $ 300 |
Temporary Equity, Shares Issued | 142,333 | 139,498 |
Temporary Equity, Shares Outstanding | 142,333 | 139,498 |
Temporary Equity, Liquidation Preference | $ 85,400 | |
Redeemable Noncontrolling Interest Number Of Shares Subject To Possible Redemption | 1,625,000 | 1,625,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,873,534 | 17,737,504 |
Common stock, shares outstanding | 15,673,534 | 17,737,504 |
Treasury Stock, Shares | 2,200,000 | 2,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 76,035 | $ 56,330 |
Cost of revenues | 52,350 | 37,453 |
Gross profit | 23,685 | 18,877 |
Selling, general and administrative expenses | 19,622 | 16,911 |
Settlement of legal matter | 747 | 6,192 |
Change in fair value of contingent consideration liability | 121 | (103) |
Amortization of intangibles | 3,492 | 3,244 |
Depreciation | 1,032 | 721 |
Operating loss | (1,329) | (8,088) |
Other expenses | ||
Interest expense | 1,127 | 1,243 |
Non-cash interest costs | 141 | 170 |
Amortization of debt discounts and deferred consideration | 0 | 151 |
Other income | (19) | (8) |
Loss before income taxes | (2,578) | (9,644) |
Income tax expense (benefit) | 527 | (1,429) |
Net loss | (3,105) | (8,215) |
Accretion of convertible preferred stock | (10,400) | (6,378) |
Net loss applicable to common stockholders | $ (13,505) | $ (14,593) |
Basic and diluted loss per share applicable to common stockholders | $ (0.85) | $ (0.89) |
Weighted average shares outstanding: | ||
Basic and diluted (in shares) | 15,899,000 | 16,311,243 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2015 | $ 20,449 | $ 14 | $ 40,807 | $ 0 | $ (20,372) |
Balance (in shares) at Dec. 31, 2015 | 14,372,990 | ||||
Common stock issued for cash, net of issuance costs | 64 | $ 0 | 64 | 0 | 0 |
Common stock issued for cash, net of issuance costs (in shares) | 37,037 | ||||
Common stock issued for acquisition | 3,644 | $ 4 | 3,640 | 0 | 0 |
Common stock issued for acquisition (in shares) | 3,304,601 | ||||
Common stock issued under employee stock purchase plan | 47 | $ 0 | 47 | 0 | 0 |
Common stock issued under employee stock purchase plan( in shares) | 22,876 | ||||
Stock purchase rights issued for acquisition | 152 | $ 0 | 152 | 0 | 0 |
Employee stock purchase plan expense | 47 | 0 | 47 | 0 | 0 |
Stock-based compensation expense | 399 | 0 | 399 | 0 | 0 |
Accretion of convertible preferred stock to redemption value | (6,378) | 0 | (6,378) | 0 | 0 |
Net loss | (8,215) | 0 | 0 | 0 | (8,215) |
Balance at Dec. 31, 2016 | 10,209 | $ 18 | 38,778 | 0 | (28,587) |
Balance (in Shares) at Dec. 31, 2016 | 17,737,504 | ||||
Common stock issued under employee stock purchase plan | 181 | $ 0 | 181 | 0 | 0 |
Common stock issued under employee stock purchase plan( in shares) | 91,790 | ||||
Common shares issued as compensation | 97 | $ 0 | 97 | 0 | 0 |
Common shares issued as compensation (in shares) | 44,240 | ||||
Common stock released from escrow to satisfy contingent consideration obligation | 525 | $ 0 | 525 | 0 | 0 |
Repurchase of shares into treasury | (4,950) | 0 | 0 | (4,950) | 0 |
Warrants issued for settlement of legal matter | 373 | 0 | 373 | 0 | 0 |
Employee stock purchase plan expense | 46 | 0 | 46 | 0 | 0 |
Stock-based compensation expense | 721 | 0 | 721 | 0 | 0 |
Beneficial conversion feature on convertible preferred stock | 4,865 | 0 | 4,865 | 0 | 0 |
Accretion of convertible preferred stock to redemption value | (10,400) | 0 | (10,400) | 0 | 0 |
Net loss | (3,105) | 0 | 0 | 0 | (3,105) |
Balance at Dec. 31, 2017 | $ (1,438) | $ 18 | $ 35,186 | $ (4,950) | $ (31,692) |
Balance (in Shares) at Dec. 31, 2017 | 17,873,534 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities | ||
Net loss | $ (3,105) | $ (8,215) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 1,032 | 721 |
Stock-based compensation | 721 | 399 |
Employee stock purchase plan expense | 46 | 47 |
Common stock issued as compensation | 97 | 0 |
Amortization of intangibles | 3,492 | 3,244 |
Non-cash interest costs | 141 | 170 |
Amortization of debt discounts | 0 | 151 |
Change in fair value of contingent consideration liability | 121 | (103) |
Loss on disposal of fixed assets | 110 | 30 |
Provision for losses on receivables | 45 | 0 |
Recognition of note payable in connection with settlement of legal matter | 0 | 1,853 |
Deferred income taxes | 325 | (1,594) |
Change in operating assets and liabilities | ||
Restricted cash | 224 | (3) |
Accounts receivable | (637) | (1,017) |
Settlement processing assets, funds and obligations, net | (548) | 1,447 |
Prepaid expenses and other current assets | (826) | 84 |
Other assets | 124 | 4,139 |
Deferred revenue | (10) | (56) |
Accounts payable, accrued expenses and other liabilities | 1,128 | 233 |
Net cash provided by operating activities | 2,480 | 1,530 |
Investing Activities | ||
Net increase in restricted cash held to satisfy client fund obligations | (134) | (819) |
Cash acquired in acquisition | 0 | 520 |
Purchase of property and equipment | (2,207) | (716) |
Investment in acquired technology | 0 | (623) |
Proceeds on disposal of property and equipment | 0 | 15 |
Net cash used in investing activities | (2,341) | (1,623) |
Financing Activities | ||
Payments on long-term debt and capital lease obligations | (8,114) | (14,036) |
Proceeds from sale of preferred stock, net of issuance costs | 825 | 12,406 |
Proceeds from notes payable | 1,465 | 11,490 |
Restricted cash reserve | 0 | (1,900) |
Payment of deferred and contingent acquisition consideration | (314) | (1,386) |
Net increase in client funds obligations | 134 | 819 |
Payment of deferred financing fees associated with new borrowings | (76) | (421) |
Proceeds from issuance of common stock, net of issuance costs | 0 | 64 |
Proceeds from issuance of common stock pursuant to employee stock purchase plan | 181 | 47 |
Net cash (used in) provided by financing activities | (5,899) | 7,083 |
Net (decrease) increase in cash | (5,760) | 6,990 |
Cash, beginning | 12,584 | 5,594 |
Cash, ending | 6,824 | 12,584 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,261 | 1,088 |
Cash paid for taxes | 112 | 253 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Acquisition of equipment under capital lease | 780 | 103 |
Treasury stock reclassification | 4,950 | 0 |
Promissory notes issued in connection with settlement of legal matter | 0 | 4,950 |
Indemnification asset associated with settlement of legal matter | 0 | 4,950 |
Issuance of warrants for settlement of legal matter | 373 | 0 |
Beneficial conversion feature-convertible preferred stock | 4,865 | 0 |
Accretion of convertible preferred stock | 10,400 | 6,378 |
Release of common stock held in escrow | 525 | 0 |
Fair value of assets acquired | 0 | 23,949 |
Fair value of company stock issued | 0 | (7,163) |
Fair value of contingent consideration | 0 | (1,975) |
Fair value of private stock purchase rights | 0 | (153) |
Fair value of liabilities assumed | $ 0 | $ 14,658 |
Organization, Business Operatio
Organization, Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization, Business Operations and Liquidity The Company was incorporated in Delaware on November 12, 2010 as Universal Business Payment Solutions Acquisition Corporation, a blank check company whose objective was to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more operating businesses. Until December 28, 2012, the Company’s efforts were limited to organizational activities, its initial public offering and the search for suitable business acquisition transactions. Effective August 2, 2013, Universal Business Payment Solutions Acquisition Corporation changed its name to JetPay Corporation with the filing of its Amended and Restated Certificate of Incorporation. The Company’s ticker symbol on the Nasdaq Capital Market (“NASDAQ”) changed from “UBPS” to “JTPY” effective August 12, 2013. The Company currently operates in two business segments: (i) the Payment Services Segment and (ii) the HR & Payroll Services Segment. The Payment Services Segment is an end-to-end processor of credit and debit card and automated clearing house (“ACH”) payment transactions that focuses on processing omni-channel (internet, mobile, and point-of-sale) transactions and recurring billings for traditional retailers, government and utility, and service providers. The HR & Payroll Services Segment provides human capital management (“HCM”) services, including full-service payroll and related payroll tax payment processing, time and attendance, HCM services, low-cost money management and payment services to unbanked and underbanked employees through prepaid debit cards, and services under the Patient Protection and Affordable Care Act (the “Affordable Care Act”). The Company entered the payment processing and the payroll processing businesses upon consummation of the acquisitions of JetPay Payment Services, TX, LLC (f/k/a JetPay, LLC) (“JetPay Payments, TX”) and JetPay HR & Payroll Services, Inc. (f/k/a A. D. Computer Corporation) (“JetPay HR & Payroll Services”) on December 28, 2012. Additionally, on November 7, 2014, the Company acquired JetPay Payment Services, PA, LLC (f/k/a ACI Merchant Systems, LLC) (“JetPay Payments, PA”), an independent sales organization specializing in relationships with banks, credit unions and other financial institutions. The Company expects to fund its operating cash needs for the next fifteen months, including debt service requirements, capital expenditures and possible future acquisitions, with cash flow from its operating activities, sales of equity securities, including the recent sale of preferred stock, and current and future borrowings. The Company believes that the investments made in its technology, infrastructure, and sales staff will help generate cash flows in the future sufficient to cover its working capital needs. In the past, the Company has been successful in obtaining loans and selling its equity securities. To fund the Company’s current debt service needs, expand its technology platforms for new business initiatives, and pursue possible future acquisitions, the Company may need to raise additional capital through loans or additional sales of equity securities. The Company continues to investigate the capital markets for sources of funding, which could take the form of additional debt, the restructuring of our current debt, or additional equity financing. The Company cannot provide any assurance that it will be successful in securing new financing or restructuring its current debt or that it will secure such future financing with commercially acceptable terms. If the Company is unable to raise additional capital, it may need to delay certain technology capital improvements, limit its planned level of capital expenditures and future growth plans or dispose of operating assets to generate cash to sustain operations and fund ongoing capital investments. As disclosed in Note 11. Redeemable Convertible Preferred Stock 99,666 0.001 29.9 33,667 10.1 9.5 5.175 Note 10. Long-Term Debt, Note Payable and Capital Lease Obligations 14.0 9,000 0.001 2.7 The Company may from time to time determine that additional investments are prudent to maintain and increase stockholder value. In addition to funding ongoing working capital needs, the Company’s cash requirements for the next fifteen months ending March 31, 2019 include, but are not limited to, principal and interest payments on long-term debt and capital lease obligations of approximately $ 5.4 3.5 4.0 1.7 133,333 9,000 85.4 33,333 10.0 600 20.0 1.35 |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 2. Business Acquisition On June 2, 2016 June 2, 2016 As consideration for the acquisition, the Company initially issued 3.25 1.0 8.3 587,500 500,000 54,601 500,000 4.00 10 1,975,000 1.4 Note 3. Summary of Significant Accounting Policies Based upon the level of gross profit performance of JetPay Payments, FL in 2016, on June 28, 2017, the Company released 250,000 587,500 In connection with the acquisition, certain executives of CollectorSolutions, Inc. were provided the right to purchase through a private placement, within twelve months after closing, up to 300,000 3.00 152,000 In addition, the Company granted to each former stockholder of CollectorSolutions, Inc. a right to require the Company to repurchase up to 50 50 4.00 “Distinguishing Liabilities from Equity”. 50 3.52 The fair value of the identifiable assets acquired and liabilities assumed in the JetPay Payments, FL acquisition as of the acquisition date includes: (i) $ 520,000 537,000 113,000 10.6 93,000 14.7 9.95 1.0 12.1 7.2 4.1 710,000 70,000 12 19 7 Assets acquired and liabilities assumed in the JetPay Payments, FL acquisition were recorded on the Company’s Consolidated Balance Sheets as of the acquisition date based upon their estimated fair values at such date. The results of operations of the business acquired by the Company have been included in the Consolidated Statements of Operations since the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed was allocated to goodwill. Cash $ 520 Accounts receivable 537 Settlement processing assets and funds 10,587 Prepaid expenses and other assets 113 Property and equipment, net 93 Goodwill 7,218 Identifiable intangible assets 4,881 Total assets acquired 23,949 Accounts payable and accrued expenses 1,794 Settlement processing obligations 9,951 Long term debt 1,049 Long term deferred tax liability 1,864 Total liabilities assumed 14,658 Net assets acquired $ 9,291 Revenues $ 63,378 Operating loss $ (7,916) Net loss $ (7,992) Net loss applicable to common stockholders $ (14,370) Net loss per share applicable to common stockholders $ (0.81) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3. Summary of Significant Accounting Policies Significant accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. The Company’s significant accounting policies are described below. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Such estimates include, but are not limited to, the value of purchase consideration of acquisitions; estimates of allowances and reserves against accounts receivable; reserves for chargebacks; goodwill; intangible assets and other long-lived assets; legal contingencies; the fair value of equity instruments classified as liabilities; and assumptions used in the calculation of stock-based compensation and in the calculation of income taxes. Actual results may differ from these estimates under different assumptions or conditions. These consolidated financial statements include our accounts and those of our wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation. The Company recognizes revenue in general when the following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain and collection of the related receivable is reasonably assured. Allowances for chargebacks, discounts and other allowances are estimated and recorded concurrent with the recognition of revenue and are primarily based on historic rates. Revenues from the Company’s credit and debit card processing operations are recognized in the period services are rendered as the Company processes credit and debit card transactions for its merchant customers or for merchant customers of its third party clients. Third party clients include Independent Sales Organizations (“ISOs”), Value Added Resellers (“VARs”), Independent Software Vendors (“ISVs”), and financial institutions. The majority of the Company’s revenue within its credit and debit card processing business is comprised of transaction-based fees, which typically constitute a percentage of dollar volume processed, or a fee per transaction processed. In the case where the Company is only the processor of transactions, it charges transaction fees only and records these fees as revenues. In the case of contracts pursuant to which the Company processes credit and debit card transactions for the third parties’ merchant customers, revenues are primarily comprised of fees charged to the merchant, as well as a percentage of the processed sale transaction. The Company’s contracts in most instances involve three parties: the Company, the merchant, and the sponsoring bank. Under certain of these sales arrangements, the Company’s sponsoring bank collects the gross revenue from the merchants, pays the interchange fees and assessments to the credit card associations, collects their fees and pays to the Company a net residual payment representing the Company’s fee for the services provided. Accordingly, under these arrangements, the Company records the revenue net of interchange, credit card association assessments and fees and the sponsoring bank’s fees. Under the majority of the Company’s sales arrangements, the Company is billed directly for certain fees by the credit card associations and the processing bank. In this instance, revenues and cost of revenues include the credit card association fees and assessments and the sponsoring bank’s fees which are billed to the Company and for which it assumes credit risk. In all of the above instances, the Company recognizes revenues net of interchange fees, which are assessed to its merchant and third party merchant customers on all processed transactions. Interchange rates and fees are not controlled by the Company. The Company effectively functions as a clearing house collecting and remitting interchange fee settlement on behalf of issuing banks, debit networks, credit card associations and their processing customers. JetPay Payments, FL functions as the merchant of record and has the primary responsibility for providing end-to-end payment processing services for many of its clients. Clients contract with JetPay Payments, FL for all credit card processing services including transaction authorization, settlement, dispute resolution, security and risk management solutions, reporting and other value-added services. As such, JetPay Payments, FL is the principal obligor in these transactions and is solely responsible for all processing costs, including interchange fees. Further, JetPay Payments, FL sets prices as it deems reasonable for each merchant. The gross fees JetPay Payments, FL collects are intended to cover the interchange, assessments, and other processing fees and include JetPay Payments, FL’s margin on the transactions processed. For these reasons, JetPay Payments, FL is the principal obligor in the contractual relationship with its customers and therefore JetPay Payments, FL records its revenues, including interchange and assessments, on a gross basis. Revenues reported by JetPay Payments, FL include interchange fees of $ 10.8 5.3 Revenue Recognition - Principal Agent Considerations Additionally, the Company’s direct merchant customers have the liability for any charges properly reversed by the cardholder. In the event, however, that the Company is not able to collect such amount from the merchants due to merchant fraud, insolvency, bankruptcy or any other reason, it may be liable for any such reversed charges. The Company in some instances requires cash deposits, guarantees, letters of credit and other types of collateral from certain merchants to minimize any such contingent liability, and it also utilizes a number of systems and procedures to manage merchant risk. Revenues from the Company’s JetPay HR & Payroll Services operations are recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. Certain processing services are provided under annual service arrangements with revenue recognized over the service period based on when the efforts and costs are expended. The Company’s service revenues are largely attributable to payroll-related processing services where the fees are based on a fixed amount per processing period or a fixed amount per processing period plus a fee per employee or transaction processed. The revenues earned from delivery service for the distribution of certain client payroll checks and reports is included in revenues, and the costs for delivery are included in selling, general, and administrative expenses on the Consolidated Statements of Operations. Interest on funds held for clients is earned primarily on funds that are collected from clients before due dates for payroll tax administration services and for employee payment services, and invested until remittance to the applicable tax or regulatory agencies or client employee. These collections from clients are typically remitted between one (1) and thirty (30) days after receipt, with some items extending to ninety (90) days. The interest earned on these funds is included in total revenues on the Consolidated Statements of Operations because the collecting, holding, and remitting of these funds are critical components of providing these services. Revenues from the Company’s largest customer represents 11.7 76.0 No customer exceeded 10.0% of consolidated revenues Also, see discussions for upcoming changes in revenue recognition and deferred revenue within Recent Accounting Standards Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly. The Company believes its reserve for chargeback losses is adequate to cover both the known probable losses and the incurred but not yet reported losses at the balance sheet dates. Chargeback reserves totaling $ 413,000 436,000 The carrying amounts of financial instruments, including cash, restricted cash, settlement processing assets and liabilities, accounts receivable, funds held for clients, accounts payable and client fund obligations, approximated fair value as of the balance sheet dates presented, because of the relatively short maturity dates on these instruments. The carrying amounts of the financing arrangements approximate fair value as of the balance sheet dates presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates, anti-dilution protection and associated warrants. Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash, accounts receivable, settlement processing assets and funds held for clients. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount. The Company’s accounts receivable are due from its merchant credit card and its payroll customers. Credit is extended based on the evaluation of customers’ financial condition and, generally, collateral is not required. Payment terms vary but are typically collected via Automated Clearing House (“ACH”) payments originated by us two (2) to three (3) days following month end. Amounts due from customers are stated in the financial statements net of an allowance for doubtful accounts. Accounts which are outstanding longer than the payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivables when they are deemed uncollectible. Funds settlement refers to the process of transferring funds for sales and credits between card issuers and merchants. Depending on the type of transaction, either the credit card interchange system or the debit network is used to transfer the information and funds between the sponsoring bank and card issuing bank to complete the link between merchants and card issuers. In certain of our processing arrangements, merchant funding primarily occurs after the sponsoring bank receives the funds from the card issuer through the card networks, creating a net settlement obligation on the Company’s Consolidated Balance Sheet. In a limited number of other arrangements, the sponsoring bank funds the merchants before it receives the net settlement funds from the card networks, creating a net settlement asset on the Company’s Consolidated Balance Sheet. Additionally, certain of the Company’s sponsoring banks collect the gross revenue from the merchants, pay the interchange fees and assessments to the credit card associations, collect their fees for processing and pay the Company a net residual payment representing the Company’s fees for the services. In these instances, the Company does not reflect the related settlement processing assets and obligations in its Consolidated Balance Sheet. Timing differences in processing credit and debit card and ACH transactions, as described above, interchange expense collection, merchant reserves, sponsoring bank reserves, and exception items result in settlement processing assets and obligations. Settlement processing assets consist primarily of our portion of settlement assets due from customers and receivable from merchants for the portion of the discount fee related to reimbursement of the interchange expense, our receivable from the processing bank for transactions we have funded merchants in advance of receipt of card association funding, merchant reserves held, sponsoring bank reserves and exception items, such as customer chargeback amounts receivable from merchants. Settlement processing obligations consist primarily of merchant reserves, our liability to the processing bank for transactions for which we have received funding from the members but have not funded merchants and exception items. Settlement assets, funds and obligations resulting from JetPay Payments, FL’s processing services and associated settlement activities include settlement receivables due from credit card associations and debit networks and certain cash accounts to which JetPay Payments, FL does not have legal ownership but has the right to use the accounts to satisfy the related settlement obligations. JetPay Payments, FL’s corresponding settlement obligations are for amounts payable to customers, net of processing fees earned by JetPay Payments, FL. Settlement receivables and payables for credit and debit card transactions are recorded at the gross transaction amounts. The gross amounts are then processed through JetPay Payments, FL’s settlement accounts, and JetPay Payments, FL retains its fees for the transactions upon settlement. Settlement receivables for e-check transactions consist of only JetPay Payments, FL’s fees for the transactions. Settlement receivables are generally collected within four (4) business days. Settlement obligations are generally paid within three (3) business days, regardless of when the related settlement receivables are collected. Property and equipment acquired in the Company’s business acquisitions have been recorded at estimated fair value. The Company records all other property and equipment acquired in the normal course of business at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets, which are generally as follows: leasehold improvements shorter of economic life or remaining term of the related lease; machinery and equipment five ( 5 15 5 10 Goodwill represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company’s business combinations. The Company performs a goodwill impairment test on at least an annual basis. Application of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which are dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur and determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company conducts its annual goodwill impairment test as of December 31 of each year or more frequently if indicators of impairment exist. The Company periodically analyzes whether any such indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a sustained significant decline in our stock price and market capitalization, a significant adverse change in legal factors or in the business climate, unanticipated competition and/or slower expected growth rates, adverse actions or assessments by a regulator, among others. The Company compares the fair value of its reporting unit to its respective carrying value, including related goodwill. Future changes in the industry could impact the results of future annual impairment tests. The Company’s annual quantitative goodwill impairment testing indicated there was no impairment as of December 31, 2017 and 2016. There can be no assurance that future tests of goodwill impairment will not result in impairment charges. Identifiable intangible assets consist primarily of customer relationships, software costs, and tradenames. Certain tradenames are considered to have indefinite lives, and as such, are not subject to amortization. These assets are tested for impairment using undiscounted cash flow methodology annually and whenever there is an impairment indicator. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. Several impairment indicators are beyond the Company’s control, and determining whether or not they will occur cannot be predicted with any certainty. Identifiable Intangible assets are amortized on a straight-line basis over their respective assigned estimated lives; customer relationships use eight ( 8 15 1 3 1 8 The Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded. The Company’s annual qualitative testing indicated there were no indicators of impairment as of December 31, 2017 and 2016. The Company accounts for the redemption premium, beneficial conversion feature and issuance costs on or of its convertible preferred stock using the effective interest method, accreting such amounts to its convertible preferred stock from the date of issuance to the earliest date of redemption. The Company expenses employee share-based payments under ASC Topic 718, Compensation-Stock Compensation Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The dilutive effect of the conversion option in the shares of Series A Preferred and shares of Series A-1 Preferred of 16,949,152 1,102,041 1,718,101 266,667 13,793,069 616,500 1,153,936 The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does review the terms of debt instruments it enters into to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges recorded within other expenses (income), using the effective interest method. The Company accounts for fair value measurements in accordance with ASC Topic No. 820, Fair Value Measurements and Disclosures ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair Value at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Contingent consideration $ 2,264 $ - $ - $ 2,264 Fair Value at December 31, 2016 Total Level 1 Level 2 Level 3 (in thousands) Contingent consideration $ 2,982 $ - $ - $ 2,982 For the Years Ended 2017 2016 Beginning balance $ 2,982 $ 1,296 Addition of JetPay Payments, FL contingent consideration - 1,975 JetPay Payments, FL contingent consideration shares released from escrow (525) - Change in fair value of JetPay Payments, TX contingent consideration (58) 1 Change in fair value of JetPay Payments, PA contingent consideration - 101 Change in fair value of JetPay Payments, FL contingent consideration 179 (205) Payment of JetPay Payments, PA contingent consideration (314) (186) Totals $ 2,264 $ 2,982 Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the financial instrument. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department with support from the Company’s outside consultants which are approved by the Chief Financial Officer. Level 3 financial liabilities for the relevant periods consist of contingent consideration related to the JetPay Payments, TX, JetPay Payments, PA and JetPay Payments, FL acquisitions for which there are no current markets such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy will be analyzed each period based on changes in estimates or assumptions and recorded as appropriate. In addition to the consideration paid upon closing of the JetPay Payments, TX acquisition, WLES, L.P. (“WLES”), through December 28, 2017, was entitled to receive 833,333 8.00 5.0 9.50 1.54 700,000 840,000 840,000 0 The fair value of the common stock was derived from the per share price of the common stock at the valuation date. Management determined that the results of its valuation were reasonable. The expected life represents the remaining contractual term of the derivative. The volatility rate was developed based on analysis of the historical volatility rates of similarly situated companies (using a number of observations that was at least equal to or exceeded the number of observations in the life of the derivative financial instrument at issue). The risk free interest rates were obtained from publicly available U.S. Treasury yield curve rates. The dividend yield is zero because the Company has not paid dividends and does not expect to pay dividends in the foreseeable future. In addition to the consideration paid upon closing of the JetPay Payments, PA acquisition, the previous unitholders were entitled to receive up to an additional $ 500,000 400,000 314,000 0 186,000 314,000 In addition to the consideration paid upon closing of the JetPay Payments, FL acquisition, the former shareholders of JetPay Payments, FL are entitled to have released from escrow previously issued shares up to an additional 500,000 4.00 10 1,975,000 1,770,000 563,000 1.2 1.4 525,000 250,000 The Company uses either a binomial option-pricing model with a Monte Carlo simulation or the Black-Scholes option valuation model to value Level 3 financial liabilities at inception and on subsequent valuation dates. These models incorporate transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as volatility. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. As of December 31, 2017, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. In accordance with the provisions of ASC Topic 815, Derivatives and Hedging Activities The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained upon examination and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and as a component of selling, general and administrative expense, respectively. There were no amounts accrued for penalties or interest as of or during the years ended December 31, 2017 and 2016. Management does not expect any significant changes in its unrecognized tax benefits in the next year. Management evaluates events that have occurred after the balance sheet date and through the date the financial statements are issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events which would have required an adjustment or disclosure in the financial statements, except as described in Note 17. Subsequent Events In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Recent Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers The Company has substantially completed its assessment of the potential impact this guidance will have on its consolidated financial statements and related disclosures. The cumulative impact of adopting the standard is expected to be a decrease in the opening balance of retained earnings at January 1, 2017 of approximately $ 375,000 The Company currently expects the most significant ongoing impact of adopting Topic 606 is the result of gross versus net presentation of certain expenses and fees in the Payment Services Segment. Under Topic 606, the Company will reflect revenue net of certain fees that the Company pays to third parties, including interchange, which is earned by the cardholder’s issuing bank, and assessments and fees, which are earned by the credit card associations. The Company previously reported certain of these items as revenues and operating expense under existing standards. This change in presentation will have no effect on the reported amount of operating income (loss); however, the Company’s total revenues for the year ended December 31, 2017 is expected to be lower by approximately $ 20.0 21.0 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. In January 2017, the FASB issued ASU 2017-04, IntangiblesGoodwill and Other (Topic 350) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Earnings Per Share |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Allowance for Credit Losses [Text Block] | Note 4. Allowance for Doubtful Accounts For the Years Ended 2017 2016 (in thousands) Balance at beginning of period $ 10 $ 10 Additions (charged to expense) 45 - Deductions - - Balance at end of period $ 55 $ 10 |
Property and Equipment, net of
Property and Equipment, net of Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5. Property and Equipment, net of Accumulated Depreciation As of December 31, 2017 2016 (in thousands) Leasehold improvements $ 433 $ 417 Equipment 2,528 1,710 Furniture and fixtures 372 330 Computer software 1,272 1,230 Vehicles 245 245 Assets in progress 2,042 83 Total property and equipment 6,892 4,015 Less: Accumulated depreciation (2,922) (1,890) Property and equipment, net $ 3,970 $ 2,125 Property and equipment included approximately $ 1.1 422,167 521,579 272,729 Assets in progress consist primarily of computer software for internal use that will be placed into service upon completion. Depreciation expense was approximately $ 1.0 721,000 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure [Text Block] | Note 6. Goodwill Balance at December 31, 2015 $ 41,760 Acquisition of JetPay Payments, FL 7,218 Balance at December 31, 2016 $ 48,978 Balance at December 31, 2017 $ 48,978 |
Identifiable Intangible Assets
Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 7. Identifiable Intangible Assets As of December 31, 2017 2016 (in thousands) Amortized intangible assets: Software $ 6,083 $ 6,083 Customer relationships 29,013 29,013 Tradename 380 380 Total amortized intangible assets 35,476 35,476 Less: Accumulated amortization (14,418) (10,926) Total amortized intangibles, net 21,058 24,550 Non-Amortized intangible assets: Tradenames 1,540 1,540 Total identifiable intangible assets $ 22,598 $ 26,090 Amortization expense was approximately $ 3.49 3.24 2018 $ 3,393 2019 $ 3,393 2020 $ 3,022 2021 $ 2,765 2022 $ 2,765 Thereafter $ 5,720 The weighted average useful life of amortizing intangible assets was 10.6 |
Deferred Financing Costs
Deferred Financing Costs | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs Capitalized Prepaid and Other Asset Disclosure [Text Block] | Note 8. Deferred Financing Costs In connection with the $ 9 7.5 1.0 23,000 76,000 44,000 9.5 Note 15. Related Party Transactions 141,000 95,000 141,000 170,000 274,000 339,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 9. Accounts Payable and Accrued Expenses As of December 31, 2017 2016 (in thousands) Trade accounts payable $ 3,381 $ 3,438 ACH clearing liability 1,053 1,160 Accrued compensation 1,737 1,234 Accrued agent commissions 1,220 1,023 Related party payables 51 424 Other 4,127 3,542 Total $ 11,569 $ 10,821 |
Long-Term Debt, Notes Payable a
Long-Term Debt, Notes Payable and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 10. Long-Term Debt, Notes Payable and Capital Lease Obligations December 31, December 31, (in thousands) Term loan payable to LHLJ, Inc., interest rate of 8% payable in monthly payments of $128,677, including principal and interest, beginning on October 18, 2016, maturing on October 31, 2021, collateralized by the assets and equity interests of JetPay HR & Payroll Services and JetPay Payments, PA. See Note 15. Related Party Transactions $ 8,557 $ 9,371 Term loan payable to First National Bank of Pennsylvania (“FNB”), interest rate of 5.25% payable in monthly principal payments of $104,167 plus interest beginning on November 30, 2015, maturing November 6, 2021, collateralized by the assets and equity interests of JetPay Payments, PA. 4,792 6,042 Term note payable to Fifth Third Bank, interest rate of 4% payable in monthly payments of $27,317, including principal and interest, beginning on July 1, 2016, maturing November 30, 2019, collateralized by the assets and equity interests of JetPay Payments, FL. 630 925 Credit agreement payable to Fifth Third Bank providing for a 12-month draw period through June 22, 2018 for up to $1.6 million, converting into a 36 month amortizing term note maturing June 22, 2021. The credit agreement bears interest at LIBOR plus 3% (4.625% at December 31, 2017), collateralized by the assets and equity interests of JetPay Payments, FL. 1,085 - Master equipment capital lease agreement payable to Fifth Third Bank for up to $1.5 million of lease financing to JetPay Payments, FL for a 12-month draw period through December 31, 2018. Interim draws will have a term of up to 48 months and will bear interest at LIBOR plus 3% (4.375% at December 31, 2017), until termed at a fixed rate set forth in the lease agreement, collateralized by equipment. 303 - Amended and restated revolving promissory note payable to Fifth Third Bank, interest rate of LIBOR plus 2.00% (3.375% at December 31, 2017), maturing on June 1, 2018. 360 20 Promissory note payable to Merrick, interest rate of 12% beginning October 14, 2016 payable on the promissory note maturing on January 11, 2017, collateralized by the 3,333,333 shares of JetPay common stock issued to WLES and held in escrow. Paid in full on January 15, 2017. - 5,000 Unsecured promissory note payable to stockholder. See Note 15. Related Party Transactions 57 492 Capital lease obligations related to computer equipment and software at JetPay Payments, TX, interest rates of 5.55% to 8.55%, due in monthly lease payments of $30,144 in the aggregate maturing from December 2017 through April 2020 collateralized by equipment. 554 357 16,338 22,207 Less current portion (3,364) (8,074) Less unamortized deferred financing costs (274) (339) $ 12,700 $ 13,794 The FNB term loan agreement requires the Company to provide FNB with annual financial statements within 120 days of the Company’s year-end and quarterly financial statements within 60 days after the end of each quarter. The FNB agreement also contains certain annual financial covenants with which the Company was in compliance as of December 31, 2017. On June 2, 2016, in connection with the closing of the Company’s acquisition of JetPay Payments, FL, JetPay Payments, FL entered into a credit agreement with Fifth Third Bank to obtain a $ 1,068,960 500,000 4.00 2.00 On June 22, 2017, JetPay Payments, FL entered into a new Credit Agreement with Fifth Third Bank, which provides a $ 1.6 1.0 500,000 1.1 The Amended and Restated Revolving Promissory Note replaced and superseded the prior $500,000 Revolving Promissory Note payable to Fifth Third Bank, extending its maturity to June 1, 2018. It bears interest at a rate of 2.00% plus the LIBOR rate for the applicable interest period and is expected to be used to extend temporary credit to cover JetPay Payments, FL’s customers’ processing return items. The Second Modification amends and restates an original term loan to JetPay Payments, FL dated June 2, 2016 in the original amount of $ 1,068,960 Additionally, JetPay Payments, FL entered into a Master Equipment Lease Agreement and related Interim Lease Funding Schedule with Fifth Third Bank to provide up to $1.5 million of lease financing for point-of-sale equipment related to certain JetPay Payments, FL customer contracts and other computer equipment. The Interim Lease Funding Schedule provides the details of the allowable equipment to finance and provides for an interim draw periods through June 30, 2018. Upon completion of an interim draw, the leases under the Master Lease Agreement will have a term not exceeding 48 months at an interest rate of LIBOR Rate plus 3% until termed out on a schedule, at which time such leases will amortize and bear interest at a fixed rate set forth in the applicable schedule. At December 31, 2017, $ 303,000 On July 26, 2016, as part of its settlement of litigation with Merrick, the Company issued two promissory notes in favor of Merrick in the amounts of $ 3,850,000 5,000,000 Maturities of long-term debt and capital lease obligations, excluding unamortized financing costs, are as follows for the years ending December 31: 2018 $ 3.4 3.1 2.8 7.0 41,000 0 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock [Text Block] | Note 11. Redeemable Convertible Preferred Stock Under a Securities Purchase Agreement entered into on August 22, 2013 (as amended, the “Series A Purchase Agreement”), the Company agreed to sell to Flexpoint, and Flexpoint agreed to purchase, upon satisfaction of certain conditions, up to 133,333 40.0 300 On October 11, 2013, the Company issued 33,333 10.0 4,667 1.4 20,000 6.0 33,333 10.0 8,333 2.5 On October 18, 2016, the Company amended and restated the Series A Purchase Agreement in part to facilitate the Company’s issuance and sale to Sundara of the 33,667 33,667 10,100,100 The shares of Series A Preferred are convertible into shares of common stock. Any holder of Series A Preferred may at any time convert such holder’s shares of Series A Preferred into that number of shares of common stock equal to the number of shares of Series A Preferred being converted multiplied by $300 and divided by the then-applicable conversion price, which was initially $ 3.00 2.90 Note 14. Commitments and Contingencies 2.36 Share of Series A Preferred have a liquidation value of $ 600 In addition to the foregoing, pursuant to a Securities Purchase Agreement (the “Series A-1 Purchase Agreement”) with Wellington dated May 1, 2014, the Company agreed to sell to Wellington, upon the satisfaction of certain conditions, up to 9,000 2.7 2,565 769,500 1,350 405,000 2,250 675,000 2,835 850,500 Shares of Series A-1 Preferred are convertible into shares of the Company’s common stock or, in certain circumstances, Series A-2 Convertible Preferred Stock, par value $ 0.001 2.45 3.00 Shares of Series A-1 Preferred have an initial liquidation value of $ 600 pari passu 9.9 The Company considered the guidance of ASC Topic 480, Distinguishing Liabilities from Equity Derivatives Upon issuance of the 33,333 1.5 396,600 3.00 2.90 2.7 2.2 2.90 2.36 10.4 6.4 Upon the occurrence of an Event of Noncompliance, the holders of a majority of the Series A Preferred may demand immediate redemption of all or a portion of the shares of Series A Preferred at the then-applicable liquidation value. Such holders may also exercise a right to have the holders of the Series A Preferred elect a majority of the Board by increasing the size of the Board and filling such vacancies. Such right to control a minimum majority of the Board would exist for so long as the Event of Noncompliance continues. An “Event of Noncompliance” shall have occurred if: (i) the Company fails to make any required redemption payment with respect to the Series A Preferred; (ii) the Company breaches the Series A Purchase Agreement and such breach has not been cured within thirty days after receipt of notice thereof; (iii) the Company or any subsidiary makes an assignment for the benefit of creditors, admits its insolvency or is the subject of an order, judgment or decree adjudicating such entity as insolvent, among other similar actions; (iv) a final judgment in excess of $ 5.0 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 12. Stockholders’ Equity (Deficit) Common Stock On January 22, 2016, the Company sold 37,037 2.70 100,000 36,000 On July 1, 2016, the Company issued 22,876 51,480 40,310 On August 3, 2017, the Company issued 44,240 Treasury Stock On February 15, 2017, the Company repurchased 2.2 5.0 2.2 5.0 2.2 4.95 Preferred Stock The Company is authorized to issue 1,000,000 0.001 As of December 31, 2017 and 2016, there were no shares of preferred stock issued or outstanding other than the Series A Preferred issued to Flexpoint and Sundara and the Series A-1 Preferred issued to Wellington described above. Stock-Based Compensation ASC Topic 718, Compensation-Stock Compensation On July 5, 2017, the Board approved, subject to stockholder approval, the First Amendment to the Amended and Restated JetPay Corporation 2013 Stock Incentive Plan, to issue up to an additional 1,000,000 4,000,000 1,215,762 The Company granted options to purchase 595,000 905,000 3.00 250,000 2.48 668,000 1.14 721,000 399,000 1.1 101,250 375,834 For the Years Ended December 31, 2017 2016 Expected term (years) 6.25 5.75 to 6.25 Risk-free interest rate 1.93% to 2.18% 1.27% to 1.97% Volatility 62.3% to 67.7% 58.1% to 62.3% Dividend yield 0% 0% Expected term: The Company’s expected term is based on the period the options are expected to remain outstanding. The Company estimated this amount utilizing the “Simplified Method” in that the Company does not have sufficient historical experience to provide a reasonable basis to estimate an expected term. Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Volatility: The Company calculates the volatility of the stock price based on historical value and corresponding volatility using a weighted average of both the Company’s stock price and the stock prices of comparable companies for a period consistent with the stock option expected term. Dividend yield: The Company uses a 0 Number of Weighted Average Outstanding at December 31, 2015 1,717,082 $ 3.02 Granted 905,000 2.70 Forfeited (375,834) 3.00 Exercised - - Outstanding at December 31, 2016 2,246,248 $ 2.89 Granted 595,000 3.00 Forfeited (101,250) 3.00 Exercised - - Outstanding at December 31, 2017 2,739,998 $ 2.91 Exercisable at December 31, 2017 1,718,101 $ 2.91 The weighted average remaining life of options outstanding at December 31, 2017 was 7.72 0 Options Outstanding Options Exercisable Range of Number Weighted Avg. Weighted Number Weighted Avg. Weighted $ 3.00 1,833,748 7.76 $ 3.00 1,000,414 6.64 $ 3.00 $ 3.10 306,250 5.67 $ 3.10 306,250 5.67 $ 3.10 $ 2.60 350,000 8.84 $ 2.60 204,246 8.84 $ 2.60 $ 2.48 250,000 8.35 $ 2.48 207,191 8.35 $ 2.48 On June 29, 2015, the Board of Directors adopted the JetPay Corporation Employee Stock Purchase Plan (the "Purchase Plan"), which was subsequently approved by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders. The Purchase Plan allows employees to contribute a percentage of their cash earnings, subject to certain maximum amounts, to be used to purchase shares of the Company’s common stock on each of two (2) semi-annual purchase dates. The purchase price is equal to 90 As of December 31, 2017, an aggregate of 185,334 22,876 51,480 40,310 27,184 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13. Income Taxes For the Years Ended December 31, 2017 2016 (in thousands) Current: Federal $ - $ - State 202 165 Deferred: Federal 2,522 (3,122) State (174) (122) Change in valuation allowance (2,023) 1,650 Total income tax expense (benefit) $ 527 $ (1,429) JetPay Payments, TX is subject to and pays the Texas Margin Tax which is considered to be an income tax in accordance with the provisions of the Income Taxes Topic in FASB, ASC and the associated interpretations. For the Years Ended December 31, 2017 2016 (in thousands) Tax at U.S. Federal statutory rate $ (877) $ (3,279) State taxes, net of federal benefit (44) (7) Nondeductible costs and other acquisition accounting adjustments 56 207 Change of federal deferred tax rate 3,415 - Change in valuation allowance for deferred tax assets (2,023) 1,650 Total income tax (benefit) expense $ 527 $ (1,429) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2017 2016 (in thousands) Deferred tax assets: Accounts receivable $ 85 $ 152 Accrued expenses 170 265 Intangible assets - 336 Property and equipment 53 41 Stock options 928 1,167 Debt 1,026 1,717 Net operating loss carryforwards 6,985 9,327 Transaction costs and other 8 174 Total deferred tax assets 9,255 13,179 Valuation allowance for deferred tax assets (6,846) (8,869) Deferred tax assets after valuation allowance 2,409 4,310 Deferred tax liabilities: Prepaid expenses (210) (224) Intangible assets (2,842) (4,250) Contingent consideration (202) (356) Total deferred tax liabilities (3,254) (4,830) Net deferred tax liabilities $ (845) $ (520) As of December 31, 2017, the Company had U.S. federal net operating loss carryovers (“NOLs”) of approximately $ 30.0 9.2 2037 In December 2017, the federal government enacted numerous amendments to the Internal Revenue Code of 1986 pursuant to an act known by the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act will impact the Company’s income tax (benefit) from continuing operations in future periods. The Tax Act resulted in the following impacts to the Company: (i) the federal statutory income tax rate was reduced from 34 21 3.4 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets, and has, therefore, adjusted its valuation allowance against deferred tax assets by $ (2.0) 6.8 The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers Pennsylvania and Texas to be significant state tax jurisdictions. The Company’s federal, state and local income taxes for the years beginning in 2014 remain subject to examination. The Company is currently not subject to any income tax examinations that would be material to the Company’s financial position or results of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 14. Commitments and Contingencies On or about March 13, 2012, a merchant of JetPay, LLC, Direct Air, a charter travel company, abruptly ceased operations and filed for bankruptcy. Under United States Department of Transportation requirements, all charter travel company customer charges for travel are to be deposited into an escrow account in a bank under a United States Department of Transportation escrow program, and not released to the charter travel company until the travel has been completed. In the case of Direct Air, such funds had historically been deposited into such United States Department of Transportation escrow account at Valley National Bank in New Jersey, and continued to be deposited through the date Direct Air ceased operations. At the time Direct Air ceased operations, according to Direct Air’s bankruptcy trustee, there should have been in excess of $ 31.0 1.0 25.0 25.0 250,000 25.0 250,000 487,000 1.9 597,000 4.4 As partial protection against any potential losses related to Direct Air, the Company required that, upon closing of the acquisition of JetPay, LLC, 3,333,333 On July 26, 2016, we entered into two related settlement agreements: (i) a Settlement Agreement and Release by and among Merrick, the Company, certain subsidiaries of the Company and WLES (the “Merrick Settlement Agreement”) and (ii) a Settlement Agreement and Release by and among Trent Voigt, WLES and the Company (the “WLES Settlement Agreement”). In connection with the parties’ entry into the Merrick Settlement Agreement, the District Court for the District of Utah dismissed the Direct Air matter with prejudice on July 27, 2016. As part of the Merrick Settlement Agreement, we agreed to release all claims to the $ 4.4 3,850,000 8 December 28, 2017 5,000,000 12 5 3.85 3,333,333 Under the terms of the WLES Settlement Agreement, WLES agreed to transfer the indebtedness represented by that certain promissory note, dated December 28, 2012 (the “WLES Note”), in the original principal amount of $ 2,331,369 491,693 59,000 The WLES Settlement Agreement also provides for the allocation of any recoveries by JPMS in connection with the claims brought by JMPS in American Express Travel Related Services and JetPay Merchant Services, LLC v. Valley National Bank, Civil Action No. 2:14-cv-7827 (D. N.J.) between the Company and WLES. On February 15, 2017, 2,200,000 The Company has recorded a Settlement of Legal Matter charge of $ 6.19 4.4 4.4 1.4 3.85 2,036,511 294,858 414,466 50,000 5.0 373,334 At the time of the acquisition of JetPay, LLC, the Company entered into an Amendment, Guarantee, and Waiver Agreement, dated December 28, 2012, between the Company, Ten Lords, Ltd. (“Ten Lords”) and JetPay, LLC (n/k/a JetPay Payment Services, TX, LLC). Under the agreement, Ten Lords agreed to extend payment of a $ 6.0 222,310 125,500 793,000 134,075 872,500 747,000 In December 2015, Harmony Press Inc. (“Harmony”), a customer of ADC and PTFS, filed a suit against an employee of Harmony for theft by that employee of over $ 628,000 50,000 50,000 On June 12, 2017, JetPay Payment Services, TX LLC (“JetPay Payments, TX”) filed suit against J.T. Holdings, LTD (“J.T. Holdings”) and Trent Voigt with respect to a lease entered into by JetPay Payments, TX with J.T. Holdings’ property in Sunnyvale, TX. JetPay Payments, TX retains a computer backup center in the Sunnyvale, Texas location owned by JT Holdings, an entity controlled by Trent Voigt, the previous Chief Executive Officer of JetPay Payments, TX. The previous lease expired on January 31, 2016. While a new lease Agreement had not been signed, a dispute arose regarding the amount of rent to be paid, as well as the rights of the parties to access the property. Prior to filing the suit against J.T. Holdings, the Company’s access to the property was restored through a writ of reentry obtained from the Justice Court on June 8, 2017. On June 26, 2017, the Parties entered into an agreement whereby JetPay Payments, TX was granted an extension on the lease until June 30, 2018 at a rate of $6,000 per month and agreed to place into an escrow account $ 230,000 The Company is a party to various other legal proceedings related to its ordinary business activities. In the opinion of the Company’s management, none of these proceedings are material in relation to our results of operations, liquidity, cash flows, or financial condition. At December 31, 2017, a letter of credit was outstanding for $ 100,000 Leases The Company is obligated under various operating leases, primarily for office space and certain equipment related to its operations. Certain of these leases contain purchase options, renewal provisions, and contingent rentals for its proportionate share of taxes, utilities, insurance, and annual cost of living increases. 2018 $ 697 2019 $ 502 2020 $ 573 2021 $ 521 2022 $ 534 Years Thereafter $ 3,967 Rent expense under these operating leases was $ 930,000 973,000 45,163 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 15. Related Party Transactions Until February 28, 2018, JetPay HR & Payroll Services’ headquarters were located in Center Valley, Pennsylvania and consisted of approximately 22,500 45,163 February 28, 2018 542,000 531,500 Note 17. Subsequent Events. JetPay Payments, TX retains a backup center in Sunnyvale, Texas consisting of 1,600 60,000 47,000 6,000 In connection with the closing of the Company’s acquisition of JetPay Payments, TX, the Company entered into a Note and Indemnity Side Agreement with JP Merger Sub, LLC, WLES and Trent Voigt (the “Note and Indemnity Side Agreement”) dated as of December 28, 2012. Pursuant to the Note and Indemnity Side Agreement, the Company issued a promissory note in the amount of $ 2,331,369 5 0 67,000 Note 14. Commitments and Contingencies On August 22, 2013, JetPay Payments, TX entered into a Master Service Agreement with JetPay Solutions, LTD, a United Kingdom based entity 75 42,000 36,000 On June 7, 2013, the Company issued an unsecured promissory note to Trent Voigt, the then Chief Executive Officer of JetPay Payments, TX, in the amount of $ 491,693 Note 14. Commitments and Contingencies 4 3,100 14,700 57,000 Note 10. Long-Term Debt, Notes Payable and Capital Lease Obligations. Finally, on October 18, 2016, the Company entered into a loan and security agreement with JetPay HR & Payroll Services and PTFS, as borrowers, the Company and JetPay Payments, FL, as guarantors, and LHLJ, Inc., an entity controlled and majority-owned by Laurence L. Stone, as lender. Pursuant to the loan and security agreement, LHLJ, Inc., LHLJ, Inc. provided JetPay HR & Payroll Services and PTFS a term loan of $ 9.5 8 October 18, 2021 730,000 552,000 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 16. Segments The Company currently operates in two business segments, the Payment Services Segment, which is an end-to-end processor of credit and debit card and ACH payment transactions to businesses with a focus on those processing internet transactions and recurring billings, and the HR & Payroll Segment, which is a full-service payroll and related payroll tax payment processor. Segment operating results are presented below (in thousands). The results reflect revenues and expenses directly related to each segment. The activity within JetPay Card Services was not material through December 31, 2017 and 2016, and accordingly was included in Corporate in the tables below. For the Year Ended December 31, 2017 Payment HR & General/ Total Revenues $ 58,778 $ 17,257 $ - $ 76,035 Cost of revenues 43,612 8,738 - 52,350 Selling, general and administrative expenses 10,784 5,916 2,922 19,622 Settlement of legal matter - - 747 747 Change in fair value of contingent consideration liability - - 121 121 Amortization of intangibles and depreciation 3,219 1,302 3 4,524 Other expenses 374 836 39 1,249 Income (loss) before income taxes $ 789 $ 465 $ (3,832) $ (2,578) Total property and equipment, net $ 3,517 $ 424 $ 29 $ 3,970 Property and equipment additions $ 2,833 $ 149 $ 3 $ 2,985 Intangible assets and goodwill $ 55,919 $ 15,657 $ - $ 71,576 Total segment assets $ 122,466 $ 69,405 $ 1,062 $ 192,933 For the Year Ended December 31, 2016 Payment HR & General/ Total Revenues $ 40,682 $ 15,582 $ 66 $ 56,330 Cost of revenues 29,496 7,852 105 37,453 Selling, general and administrative expenses 9,255 5,384 2,272 16,911 Settlement of legal matter 6,192 - - 6,192 Change in fair value of contingent consideration liability - - (103) (103) Amortization of intangibles and depreciation 2,646 1,314 5 3,965 Other expenses 584 396 576 1,556 (Loss) income before income taxes $ (7,491) $ 636 $ (2,789) $ (9,644) Total property and equipment, net $ 1,559 $ 537 $ 29 $ 2,125 Property and equipment additions $ 560 $ 259 $ - $ 819 Intangible assets and goodwill $ 58,373 $ 16,695 $ - $ 75,068 Total segment assets $ 100,118 $ 86,196 $ 896 $ 187,210 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 17. Subsequent Events On January 23, 2018, 27,184 On February 28, 2018, the Company moved its principal executive offices and the headquarters of its HR & Payroll Services operation to Allentown, Pennsylvania upon its lease termination in Center Valley, PA. On February 28, 2018, the Company cancelled 291,946 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates, Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Such estimates include, but are not limited to, the value of purchase consideration of acquisitions; estimates of allowances and reserves against accounts receivable; reserves for chargebacks; goodwill; intangible assets and other long-lived assets; legal contingencies; the fair value of equity instruments classified as liabilities; and assumptions used in the calculation of stock-based compensation and in the calculation of income taxes. Actual results may differ from these estimates under different assumptions or conditions. These consolidated financial statements include our accounts and those of our wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | The Company recognizes revenue in general when the following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain and collection of the related receivable is reasonably assured. Allowances for chargebacks, discounts and other allowances are estimated and recorded concurrent with the recognition of revenue and are primarily based on historic rates. Revenues from the Company’s credit and debit card processing operations are recognized in the period services are rendered as the Company processes credit and debit card transactions for its merchant customers or for merchant customers of its third party clients. Third party clients include Independent Sales Organizations (“ISOs”), Value Added Resellers (“VARs”), Independent Software Vendors (“ISVs”), and financial institutions. The majority of the Company’s revenue within its credit and debit card processing business is comprised of transaction-based fees, which typically constitute a percentage of dollar volume processed, or a fee per transaction processed. In the case where the Company is only the processor of transactions, it charges transaction fees only and records these fees as revenues. In the case of contracts pursuant to which the Company processes credit and debit card transactions for the third parties’ merchant customers, revenues are primarily comprised of fees charged to the merchant, as well as a percentage of the processed sale transaction. The Company’s contracts in most instances involve three parties: the Company, the merchant, and the sponsoring bank. Under certain of these sales arrangements, the Company’s sponsoring bank collects the gross revenue from the merchants, pays the interchange fees and assessments to the credit card associations, collects their fees and pays to the Company a net residual payment representing the Company’s fee for the services provided. Accordingly, under these arrangements, the Company records the revenue net of interchange, credit card association assessments and fees and the sponsoring bank’s fees. Under the majority of the Company’s sales arrangements, the Company is billed directly for certain fees by the credit card associations and the processing bank. In this instance, revenues and cost of revenues include the credit card association fees and assessments and the sponsoring bank’s fees which are billed to the Company and for which it assumes credit risk. In all of the above instances, the Company recognizes revenues net of interchange fees, which are assessed to its merchant and third party merchant customers on all processed transactions. Interchange rates and fees are not controlled by the Company. The Company effectively functions as a clearing house collecting and remitting interchange fee settlement on behalf of issuing banks, debit networks, credit card associations and their processing customers. JetPay Payments, FL functions as the merchant of record and has the primary responsibility for providing end-to-end payment processing services for many of its clients. Clients contract with JetPay Payments, FL for all credit card processing services including transaction authorization, settlement, dispute resolution, security and risk management solutions, reporting and other value-added services. As such, JetPay Payments, FL is the principal obligor in these transactions and is solely responsible for all processing costs, including interchange fees. Further, JetPay Payments, FL sets prices as it deems reasonable for each merchant. The gross fees JetPay Payments, FL collects are intended to cover the interchange, assessments, and other processing fees and include JetPay Payments, FL’s margin on the transactions processed. For these reasons, JetPay Payments, FL is the principal obligor in the contractual relationship with its customers and therefore JetPay Payments, FL records its revenues, including interchange and assessments, on a gross basis. Revenues reported by JetPay Payments, FL include interchange fees of $ 10.8 5.3 Revenue Recognition - Principal Agent Considerations Additionally, the Company’s direct merchant customers have the liability for any charges properly reversed by the cardholder. In the event, however, that the Company is not able to collect such amount from the merchants due to merchant fraud, insolvency, bankruptcy or any other reason, it may be liable for any such reversed charges. The Company in some instances requires cash deposits, guarantees, letters of credit and other types of collateral from certain merchants to minimize any such contingent liability, and it also utilizes a number of systems and procedures to manage merchant risk. Revenues from the Company’s JetPay HR & Payroll Services operations are recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. Certain processing services are provided under annual service arrangements with revenue recognized over the service period based on when the efforts and costs are expended. The Company’s service revenues are largely attributable to payroll-related processing services where the fees are based on a fixed amount per processing period or a fixed amount per processing period plus a fee per employee or transaction processed. The revenues earned from delivery service for the distribution of certain client payroll checks and reports is included in revenues, and the costs for delivery are included in selling, general, and administrative expenses on the Consolidated Statements of Operations. Interest on funds held for clients is earned primarily on funds that are collected from clients before due dates for payroll tax administration services and for employee payment services, and invested until remittance to the applicable tax or regulatory agencies or client employee. These collections from clients are typically remitted between one (1) and thirty (30) days after receipt, with some items extending to ninety (90) days. The interest earned on these funds is included in total revenues on the Consolidated Statements of Operations because the collecting, holding, and remitting of these funds are critical components of providing these services. Revenues from the Company’s largest customer represents 11.7 76.0 No customer exceeded 10.0% of consolidated revenues Also, see discussions for upcoming changes in revenue recognition and deferred revenue within Recent Accounting Standards |
Contingent Liability Reserve Estimate, Policy [Policy Text Block] | Reserve for Chargeback Losses Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly. The Company believes its reserve for chargeback losses is adequate to cover both the known probable losses and the incurred but not yet reported losses at the balance sheet dates. Chargeback reserves totaling $ 413,000 436,000 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash, restricted cash, settlement processing assets and liabilities, accounts receivable, funds held for clients, accounts payable and client fund obligations, approximated fair value as of the balance sheet dates presented, because of the relatively short maturity dates on these instruments. The carrying amounts of the financing arrangements approximate fair value as of the balance sheet dates presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates, anti-dilution protection and associated warrants. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash, accounts receivable, settlement processing assets and funds held for clients. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount. |
Receivables, Policy [Policy Text Block] | Accounts Receivable The Company’s accounts receivable are due from its merchant credit card and its payroll customers. Credit is extended based on the evaluation of customers’ financial condition and, generally, collateral is not required. Payment terms vary but are typically collected via Automated Clearing House (“ACH”) payments originated by us two (2) to three (3) days following month end. Amounts due from customers are stated in the financial statements net of an allowance for doubtful accounts. Accounts which are outstanding longer than the payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivables when they are deemed uncollectible. |
Unsettled Merchant Accounts [Policy Text Block] | Settlement Processing Assets and Funds and Obligations Funds settlement refers to the process of transferring funds for sales and credits between card issuers and merchants. Depending on the type of transaction, either the credit card interchange system or the debit network is used to transfer the information and funds between the sponsoring bank and card issuing bank to complete the link between merchants and card issuers. In certain of our processing arrangements, merchant funding primarily occurs after the sponsoring bank receives the funds from the card issuer through the card networks, creating a net settlement obligation on the Company’s Consolidated Balance Sheet. In a limited number of other arrangements, the sponsoring bank funds the merchants before it receives the net settlement funds from the card networks, creating a net settlement asset on the Company’s Consolidated Balance Sheet. Additionally, certain of the Company’s sponsoring banks collect the gross revenue from the merchants, pay the interchange fees and assessments to the credit card associations, collect their fees for processing and pay the Company a net residual payment representing the Company’s fees for the services. In these instances, the Company does not reflect the related settlement processing assets and obligations in its Consolidated Balance Sheet. Timing differences in processing credit and debit card and ACH transactions, as described above, interchange expense collection, merchant reserves, sponsoring bank reserves, and exception items result in settlement processing assets and obligations. Settlement processing assets consist primarily of our portion of settlement assets due from customers and receivable from merchants for the portion of the discount fee related to reimbursement of the interchange expense, our receivable from the processing bank for transactions we have funded merchants in advance of receipt of card association funding, merchant reserves held, sponsoring bank reserves and exception items, such as customer chargeback amounts receivable from merchants. Settlement processing obligations consist primarily of merchant reserves, our liability to the processing bank for transactions for which we have received funding from the members but have not funded merchants and exception items. Settlement assets, funds and obligations resulting from JetPay Payments, FL’s processing services and associated settlement activities include settlement receivables due from credit card associations and debit networks and certain cash accounts to which JetPay Payments, FL does not have legal ownership but has the right to use the accounts to satisfy the related settlement obligations. JetPay Payments, FL’s corresponding settlement obligations are for amounts payable to customers, net of processing fees earned by JetPay Payments, FL. Settlement receivables and payables for credit and debit card transactions are recorded at the gross transaction amounts. The gross amounts are then processed through JetPay Payments, FL’s settlement accounts, and JetPay Payments, FL retains its fees for the transactions upon settlement. Settlement receivables for e-check transactions consist of only JetPay Payments, FL’s fees for the transactions. Settlement receivables are generally collected within four (4) business days. Settlement obligations are generally paid within three (3) business days, regardless of when the related settlement receivables are collected. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment and Depreciation Property and equipment acquired in the Company’s business acquisitions have been recorded at estimated fair value. The Company records all other property and equipment acquired in the normal course of business at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets, which are generally as follows: leasehold improvements shorter of economic life or remaining term of the related lease; machinery and equipment five ( 5 15 5 10 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company’s business combinations. The Company performs a goodwill impairment test on at least an annual basis. Application of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which are dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur and determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company conducts its annual goodwill impairment test as of December 31 of each year or more frequently if indicators of impairment exist. The Company periodically analyzes whether any such indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a sustained significant decline in our stock price and market capitalization, a significant adverse change in legal factors or in the business climate, unanticipated competition and/or slower expected growth rates, adverse actions or assessments by a regulator, among others. The Company compares the fair value of its reporting unit to its respective carrying value, including related goodwill. Future changes in the industry could impact the results of future annual impairment tests. The Company’s annual quantitative goodwill impairment testing indicated there was no impairment as of December 31, 2017 and 2016. There can be no assurance that future tests of goodwill impairment will not result in impairment charges. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Identifiable Intangible Assets Identifiable intangible assets consist primarily of customer relationships, software costs, and tradenames. Certain tradenames are considered to have indefinite lives, and as such, are not subject to amortization. These assets are tested for impairment using undiscounted cash flow methodology annually and whenever there is an impairment indicator. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. Several impairment indicators are beyond the Company’s control, and determining whether or not they will occur cannot be predicted with any certainty. Identifiable Intangible assets are amortized on a straight-line basis over their respective assigned estimated lives; customer relationships use eight ( 8 15 1 3 1 8 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of LongLived Assets The Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded. The Company’s annual qualitative testing indicated there were no indicators of impairment as of December 31, 2017 and 2016. |
Convertible Preferred Stock [Policy Text Block] | Convertible Preferred Stock The Company accounts for the redemption premium, beneficial conversion feature and issuance costs on or of its convertible preferred stock using the effective interest method, accreting such amounts to its convertible preferred stock from the date of issuance to the earliest date of redemption. |
Share-Based Compensation [Policy Text Block] | Share-Based Compensation The Company expenses employee share-based payments under ASC Topic 718, Compensation-Stock Compensation |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Share Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The dilutive effect of the conversion option in the shares of Series A Preferred and shares of Series A-1 Preferred of 16,949,152 1,102,041 1,718,101 266,667 13,793,069 616,500 1,153,936 |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does review the terms of debt instruments it enters into to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges recorded within other expenses (income), using the effective interest method. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company accounts for fair value measurements in accordance with ASC Topic No. 820, Fair Value Measurements and Disclosures ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair Value at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Contingent consideration $ 2,264 $ - $ - $ 2,264 Fair Value at December 31, 2016 Total Level 1 Level 2 Level 3 (in thousands) Contingent consideration $ 2,982 $ - $ - $ 2,982 For the Years Ended 2017 2016 Beginning balance $ 2,982 $ 1,296 Addition of JetPay Payments, FL contingent consideration - 1,975 JetPay Payments, FL contingent consideration shares released from escrow (525) - Change in fair value of JetPay Payments, TX contingent consideration (58) 1 Change in fair value of JetPay Payments, PA contingent consideration - 101 Change in fair value of JetPay Payments, FL contingent consideration 179 (205) Payment of JetPay Payments, PA contingent consideration (314) (186) Totals $ 2,264 $ 2,982 Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the financial instrument. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department with support from the Company’s outside consultants which are approved by the Chief Financial Officer. Level 3 financial liabilities for the relevant periods consist of contingent consideration related to the JetPay Payments, TX, JetPay Payments, PA and JetPay Payments, FL acquisitions for which there are no current markets such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy will be analyzed each period based on changes in estimates or assumptions and recorded as appropriate. In addition to the consideration paid upon closing of the JetPay Payments, TX acquisition, WLES, L.P. (“WLES”), through December 28, 2017, was entitled to receive 833,333 8.00 5.0 9.50 1.54 700,000 840,000 840,000 0 The fair value of the common stock was derived from the per share price of the common stock at the valuation date. Management determined that the results of its valuation were reasonable. The expected life represents the remaining contractual term of the derivative. The volatility rate was developed based on analysis of the historical volatility rates of similarly situated companies (using a number of observations that was at least equal to or exceeded the number of observations in the life of the derivative financial instrument at issue). The risk free interest rates were obtained from publicly available U.S. Treasury yield curve rates. The dividend yield is zero because the Company has not paid dividends and does not expect to pay dividends in the foreseeable future. In addition to the consideration paid upon closing of the JetPay Payments, PA acquisition, the previous unitholders were entitled to receive up to an additional $ 500,000 400,000 314,000 0 186,000 314,000 In addition to the consideration paid upon closing of the JetPay Payments, FL acquisition, the former shareholders of JetPay Payments, FL are entitled to have released from escrow previously issued shares up to an additional 500,000 4.00 10 1,975,000 1,770,000 563,000 1.2 1.4 525,000 250,000 The Company uses either a binomial option-pricing model with a Monte Carlo simulation or the Black-Scholes option valuation model to value Level 3 financial liabilities at inception and on subsequent valuation dates. These models incorporate transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as volatility. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. As of December 31, 2017, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. In accordance with the provisions of ASC Topic 815, Derivatives and Hedging Activities |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained upon examination and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and as a component of selling, general and administrative expense, respectively. There were no amounts accrued for penalties or interest as of or during the years ended December 31, 2017 and 2016. Management does not expect any significant changes in its unrecognized tax benefits in the next year. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events Management evaluates events that have occurred after the balance sheet date and through the date the financial statements are issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events which would have required an adjustment or disclosure in the financial statements, except as described in Note 17. Subsequent Events |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Standards In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Recent Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers The Company has substantially completed its assessment of the potential impact this guidance will have on its consolidated financial statements and related disclosures. The cumulative impact of adopting the standard is expected to be a decrease in the opening balance of retained earnings at January 1, 2017 of approximately $ 375,000 The Company currently expects the most significant ongoing impact of adopting Topic 606 is the result of gross versus net presentation of certain expenses and fees in the Payment Services Segment. Under Topic 606, the Company will reflect revenue net of certain fees that the Company pays to third parties, including interchange, which is earned by the cardholder’s issuing bank, and assessments and fees, which are earned by the credit card associations. The Company previously reported certain of these items as revenues and operating expense under existing standards. This change in presentation will have no effect on the reported amount of operating income (loss); however, the Company’s total revenues for the year ended December 31, 2017 is expected to be lower by approximately $ 20.0 21.0 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. In January 2017, the FASB issued ASU 2017-04, IntangiblesGoodwill and Other (Topic 350) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Earnings Per Share |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The allocation of the JetPay Payments, FL purchase price and the estimated fair market values of the JetPay Payments, FL assets acquired and liabilities assumed are shown below (in thousands): Cash $ 520 Accounts receivable 537 Settlement processing assets and funds 10,587 Prepaid expenses and other assets 113 Property and equipment, net 93 Goodwill 7,218 Identifiable intangible assets 4,881 Total assets acquired 23,949 Accounts payable and accrued expenses 1,794 Settlement processing obligations 9,951 Long term debt 1,049 Long term deferred tax liability 1,864 Total liabilities assumed 14,658 Net assets acquired $ 9,291 |
Condensed Income Statement [Table Text Block] | Unaudited pro forma results of operations for the year ended December 31, 2016, as if the Company and JetPay Payments, FL had been combined on January 1, 2016, follow. The pro forma results include estimates and assumptions which management believes are reasonable. The pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the date indicated, or which may result in the future. The unaudited pro forma results of operations for the year ended December 31, 2016 are as follows (in thousands, except for shares information): Revenues $ 63,378 Operating loss $ (7,916) Net loss $ (7,992) Net loss applicable to common stockholders $ (14,370) Net loss per share applicable to common stockholders $ (0.81) |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Fair Value, Liabilities Measured On Recurring Basis [Table Text Block] | The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by ASC Topic 820, assets and liabilities are classified in their entirety based on the level of input that is significant to the fair value measurement. Fair Value at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Contingent consideration $ 2,264 $ - $ - $ 2,264 Fair Value at December 31, 2016 Total Level 1 Level 2 Level 3 (in thousands) Contingent consideration $ 2,982 $ - $ - $ 2,982 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of the change in fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis (in thousands): For the Years Ended 2017 2016 Beginning balance $ 2,982 $ 1,296 Addition of JetPay Payments, FL contingent consideration - 1,975 JetPay Payments, FL contingent consideration shares released from escrow (525) - Change in fair value of JetPay Payments, TX contingent consideration (58) 1 Change in fair value of JetPay Payments, PA contingent consideration - 101 Change in fair value of JetPay Payments, FL contingent consideration 179 (205) Payment of JetPay Payments, PA contingent consideration (314) (186) Totals $ 2,264 $ 2,982 |
Allowance for Doubtful Accoun27
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | The changes in the allowance for doubtful accounts are summarized as follows: For the Years Ended 2017 2016 (in thousands) Balance at beginning of period $ 10 $ 10 Additions (charged to expense) 45 - Deductions - - Balance at end of period $ 55 $ 10 |
Property and Equipment, net o28
Property and Equipment, net of Accumulated Depreciation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | As of December 31, 2017 2016 (in thousands) Leasehold improvements $ 433 $ 417 Equipment 2,528 1,710 Furniture and fixtures 372 330 Computer software 1,272 1,230 Vehicles 245 245 Assets in progress 2,042 83 Total property and equipment 6,892 4,015 Less: Accumulated depreciation (2,922) (1,890) Property and equipment, net $ 3,970 $ 2,125 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2017, is as follows (in thousands): Balance at December 31, 2015 $ 41,760 Acquisition of JetPay Payments, FL 7,218 Balance at December 31, 2016 $ 48,978 Balance at December 31, 2017 $ 48,978 |
Identifiable Intangible Assets
Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Impaired Intangible Assets [Table Text Block] | As of December 31, 2017 2016 (in thousands) Amortized intangible assets: Software $ 6,083 $ 6,083 Customer relationships 29,013 29,013 Tradename 380 380 Total amortized intangible assets 35,476 35,476 Less: Accumulated amortization (14,418) (10,926) Total amortized intangibles, net 21,058 24,550 Non-Amortized intangible assets: Tradenames 1,540 1,540 Total identifiable intangible assets $ 22,598 $ 26,090 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following sets forth the estimated amortization expense related to amortizing intangible assets for the years ended December 31 (in thousands): 2018 $ 3,393 2019 $ 3,393 2020 $ 3,022 2021 $ 2,765 2022 $ 2,765 Thereafter $ 5,720 |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities [Table Text Block] | Accounts payable and accrued expenses consist of the following: As of December 31, 2017 2016 (in thousands) Trade accounts payable $ 3,381 $ 3,438 ACH clearing liability 1,053 1,160 Accrued compensation 1,737 1,234 Accrued agent commissions 1,220 1,023 Related party payables 51 424 Other 4,127 3,542 Total $ 11,569 $ 10,821 |
Long-Term Debt, Notes Payable32
Long-Term Debt, Notes Payable and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt, notes payable and capital lease obligations consist of the following: December 31, December 31, (in thousands) Term loan payable to LHLJ, Inc., interest rate of 8% payable in monthly payments of $128,677, including principal and interest, beginning on October 18, 2016, maturing on October 31, 2021, collateralized by the assets and equity interests of JetPay HR & Payroll Services and JetPay Payments, PA. See Note 15. Related Party Transactions $ 8,557 $ 9,371 Term loan payable to First National Bank of Pennsylvania (“FNB”), interest rate of 5.25% payable in monthly principal payments of $104,167 plus interest beginning on November 30, 2015, maturing November 6, 2021, collateralized by the assets and equity interests of JetPay Payments, PA. 4,792 6,042 Term note payable to Fifth Third Bank, interest rate of 4% payable in monthly payments of $27,317, including principal and interest, beginning on July 1, 2016, maturing November 30, 2019, collateralized by the assets and equity interests of JetPay Payments, FL. 630 925 Credit agreement payable to Fifth Third Bank providing for a 12-month draw period through June 22, 2018 for up to $1.6 million, converting into a 36 month amortizing term note maturing June 22, 2021. The credit agreement bears interest at LIBOR plus 3% (4.625% at December 31, 2017), collateralized by the assets and equity interests of JetPay Payments, FL. 1,085 - Master equipment capital lease agreement payable to Fifth Third Bank for up to $1.5 million of lease financing to JetPay Payments, FL for a 12-month draw period through December 31, 2018. Interim draws will have a term of up to 48 months and will bear interest at LIBOR plus 3% (4.375% at December 31, 2017), until termed at a fixed rate set forth in the lease agreement, collateralized by equipment. 303 - Amended and restated revolving promissory note payable to Fifth Third Bank, interest rate of LIBOR plus 2.00% (3.375% at December 31, 2017), maturing on June 1, 2018. 360 20 Promissory note payable to Merrick, interest rate of 12% beginning October 14, 2016 payable on the promissory note maturing on January 11, 2017, collateralized by the 3,333,333 shares of JetPay common stock issued to WLES and held in escrow. Paid in full on January 15, 2017. - 5,000 Unsecured promissory note payable to stockholder. See Note 15. Related Party Transactions 57 492 Capital lease obligations related to computer equipment and software at JetPay Payments, TX, interest rates of 5.55% to 8.55%, due in monthly lease payments of $30,144 in the aggregate maturing from December 2017 through April 2020 collateralized by equipment. 554 357 16,338 22,207 Less current portion (3,364) (8,074) Less unamortized deferred financing costs (274) (339) $ 12,700 $ 13,794 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following weighted average assumptions: For the Years Ended December 31, 2017 2016 Expected term (years) 6.25 5.75 to 6.25 Risk-free interest rate 1.93% to 2.18% 1.27% to 1.97% Volatility 62.3% to 67.7% 58.1% to 62.3% Dividend yield 0% 0% |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for the years ended December 31, 2017 and 2016 is presented below: Number of Weighted Average Outstanding at December 31, 2015 1,717,082 $ 3.02 Granted 905,000 2.70 Forfeited (375,834) 3.00 Exercised - - Outstanding at December 31, 2016 2,246,248 $ 2.89 Granted 595,000 3.00 Forfeited (101,250) 3.00 Exercised - - Outstanding at December 31, 2017 2,739,998 $ 2.91 Exercisable at December 31, 2017 1,718,101 $ 2.91 |
Schedule Of Share Based Compensation Stock Options Outstanding [Table Text Block] | Stock options outstanding at December 31, 2017 are summarized as follows: Options Outstanding Options Exercisable Range of Number Weighted Avg. Weighted Number Weighted Avg. Weighted $ 3.00 1,833,748 7.76 $ 3.00 1,000,414 6.64 $ 3.00 $ 3.10 306,250 5.67 $ 3.10 306,250 5.67 $ 3.10 $ 2.60 350,000 8.84 $ 2.60 204,246 8.84 $ 2.60 $ 2.48 250,000 8.35 $ 2.48 207,191 8.35 $ 2.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax expense (benefit) consist of the following: For the Years Ended December 31, 2017 2016 (in thousands) Current: Federal $ - $ - State 202 165 Deferred: Federal 2,522 (3,122) State (174) (122) Change in valuation allowance (2,023) 1,650 Total income tax expense (benefit) $ 527 $ (1,429) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of income tax expense computed at the U.S. federal statutory tax rate to the Company’s effective tax rate is summarized as follows: For the Years Ended December 31, 2017 2016 (in thousands) Tax at U.S. Federal statutory rate $ (877) $ (3,279) State taxes, net of federal benefit (44) (7) Nondeductible costs and other acquisition accounting adjustments 56 207 Change of federal deferred tax rate 3,415 - Change in valuation allowance for deferred tax assets (2,023) 1,650 Total income tax (benefit) expense $ 527 $ (1,429) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2017 2016 (in thousands) Deferred tax assets: Accounts receivable $ 85 $ 152 Accrued expenses 170 265 Intangible assets - 336 Property and equipment 53 41 Stock options 928 1,167 Debt 1,026 1,717 Net operating loss carryforwards 6,985 9,327 Transaction costs and other 8 174 Total deferred tax assets 9,255 13,179 Valuation allowance for deferred tax assets (6,846) (8,869) Deferred tax assets after valuation allowance 2,409 4,310 Deferred tax liabilities: Prepaid expenses (210) (224) Intangible assets (2,842) (4,250) Contingent consideration (202) (356) Total deferred tax liabilities (3,254) (4,830) Net deferred tax liabilities $ (845) $ (520) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under non-cancelable operating leases as of December 31, 2017 are as follows (in thousands): 2018 $ 697 2019 $ 502 2020 $ 573 2021 $ 521 2022 $ 534 Years Thereafter $ 3,967 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company does not evaluate performance or allocate resources based on segment asset data, and therefore, such information is not presented. For the Year Ended December 31, 2017 Payment HR & General/ Total Revenues $ 58,778 $ 17,257 $ - $ 76,035 Cost of revenues 43,612 8,738 - 52,350 Selling, general and administrative expenses 10,784 5,916 2,922 19,622 Settlement of legal matter - - 747 747 Change in fair value of contingent consideration liability - - 121 121 Amortization of intangibles and depreciation 3,219 1,302 3 4,524 Other expenses 374 836 39 1,249 Income (loss) before income taxes $ 789 $ 465 $ (3,832) $ (2,578) Total property and equipment, net $ 3,517 $ 424 $ 29 $ 3,970 Property and equipment additions $ 2,833 $ 149 $ 3 $ 2,985 Intangible assets and goodwill $ 55,919 $ 15,657 $ - $ 71,576 Total segment assets $ 122,466 $ 69,405 $ 1,062 $ 192,933 For the Year Ended December 31, 2016 Payment HR & General/ Total Revenues $ 40,682 $ 15,582 $ 66 $ 56,330 Cost of revenues 29,496 7,852 105 37,453 Selling, general and administrative expenses 9,255 5,384 2,272 16,911 Settlement of legal matter 6,192 - - 6,192 Change in fair value of contingent consideration liability - - (103) (103) Amortization of intangibles and depreciation 2,646 1,314 5 3,965 Other expenses 584 396 576 1,556 (Loss) income before income taxes $ (7,491) $ 636 $ (2,789) $ (9,644) Total property and equipment, net $ 1,559 $ 537 $ 29 $ 2,125 Property and equipment additions $ 560 $ 259 $ - $ 819 Intangible assets and goodwill $ 58,373 $ 16,695 $ - $ 75,068 Total segment assets $ 100,118 $ 86,196 $ 896 $ 187,210 |
Organization, Business Operat37
Organization, Business Operations and Liquidity (Details Textual) - USD ($) | Jul. 12, 2017 | Aug. 09, 2016 | Nov. 07, 2014 | May 05, 2014 | Apr. 14, 2014 | Oct. 11, 2013 | Jan. 05, 2017 | Oct. 18, 2016 | Jul. 01, 2016 | Jan. 22, 2016 | Dec. 31, 2017 | Apr. 13, 2017 | Mar. 31, 2017 | Mar. 23, 2017 | Dec. 31, 2016 | Aug. 31, 2015 | Dec. 28, 2014 |
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||||||||||
Preferred Stock, Value, Issued | $ 2,500,000 | $ 1,400,000 | $ 0 | $ 0 | $ 10,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 40,310 | 8,333 | 20,000 | 4,667 | 51,480 | 22,876 | 37,037 | ||||||||||
Long-term Debt and Capital Lease Obligations, Repayments of Principal in Next Twelve Months | $ 5,175,000 | ||||||||||||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 85,400,000 | ||||||||||||||||
Debt Instrument, Periodic Payment | 5,400,000 | ||||||||||||||||
Estimated Capital Expenditure Expect To Fund With Credit Facility | $ 1,700,000 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 40,310 | $ 51,480 | $ 22,876 | $ 100,000 | |||||||||||||
Series A Preferred Stock Subject to Mandatory Redemption [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 133,333 | ||||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 600 | ||||||||||||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Maximum Amount | $ 20,000,000 | ||||||||||||||||
Series A1 Preferred Stock Subject to Mandatory Redemption [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 9,000 | ||||||||||||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Maximum Amount | $ 1,350,000 | ||||||||||||||||
Series A-1 Preferred stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Shares Issued | 2,835 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Shares Issued | 33,333 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 2.45 | ||||||||||||||||
Estimated Capital Expenditure | $ 3,500,000 | ||||||||||||||||
Minimum [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 2.90 | $ 2.36 | $ 2.90 | ||||||||||||||
Maximum [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 3 | ||||||||||||||||
Estimated Capital Expenditure | $ 4,000,000 | ||||||||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 3 | $ 2.90 | $ 3 | ||||||||||||||
Flexpoint [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Value, Issued | $ 29,900,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | ||||||||||||||||
Flexpoint [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Shares Issued | 99,666 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | 33,667 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,000,000 | ||||||||||||||||
Wellington [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock Value Reserved for Future Issuance | $ 2,700,000 | ||||||||||||||||
Wellington [Member] | Series A-1 Preferred stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Shares Issued | 9,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,350 | ||||||||||||||||
Wellington [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Sundara Investment Partners Llc [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Value, Issued | $ 10,100,000 | ||||||||||||||||
Debt Instrument, Face Amount | 9,500,000 | ||||||||||||||||
Net Working Capital | $ 14,000,000 | ||||||||||||||||
Sundara Investment Partners Llc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Organization and Business Operations [Line Items] | |||||||||||||||||
Preferred Stock, Shares Issued | 33,667 | ||||||||||||||||
Preferred Stock, Value, Issued | $ 10,100,100 |
Business Acquisition (Details)
Business Acquisition (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 520 |
Accounts receivable | 537 |
Settlement processing assets and funds | 10,587 |
Prepaid expenses and other assets | 113 |
Property and equipment, net | 93 |
Goodwill | 7,218 |
Identifiable intangible assets | 4,881 |
Total assets acquired | 23,949 |
Accounts payable and accrued expenses | 1,794 |
Settlement processing obligations | 9,951 |
Long term debt | 1,049 |
Long term deferred tax liability | 1,864 |
Total liabilities assumed | 14,658 |
Net assets acquired | $ 9,291 |
Business Acquisition (Details 1
Business Acquisition (Details 1) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenues | $ 63,378 |
Consolidated Entities [Member] | |
Business Acquisition [Line Items] | |
Operating loss | (7,916) |
Net loss | (7,992) |
Net loss applicable to common stockholders | $ (14,370) |
Net loss per share applicable to common stockholders | $ / shares | $ (0.81) |
Business Acquisition (Details T
Business Acquisition (Details Textual) - USD ($) | Jul. 12, 2017 | Aug. 09, 2016 | Nov. 07, 2014 | Apr. 14, 2014 | Jun. 28, 2017 | Jan. 05, 2017 | Jul. 01, 2016 | Jan. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2016 |
Business Acquisition [Line Items] | |||||||||||
Accounts Receivable, Net, Current, Total | $ 5,269,000 | $ 4,677,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 40,310 | 8,333 | 20,000 | 4,667 | 51,480 | 22,876 | 37,037 | ||||
Shares Issued, Price Per Share | $ 2.70 | $ 2.48 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 9,951,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 1,049,000 | ||||||||||
JetPay Payments, PA [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 520,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Current Assets Prepaid Expense And Other Assets | 113,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Noncurrent Assets | 93,000 | ||||||||||
Business Acquisition Purchase Price Allocation Funds | 14,700,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | 7,200,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 12,100,000 | ||||||||||
Accounts Receivable, Net, Current, Total | 537,000 | ||||||||||
Business Combination, Consideration Transferred | $ 1,975,000 | ||||||||||
Business Combination Consideration Transferred Equity Interests Shares Issued And Issuable | 3,250,000 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,000,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 8,300,000 | ||||||||||
Warrants Term | 10 years | ||||||||||
Business Acquisition, Equity Interest Issued Or Issuable, Number Of Shares | 54,601 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||
Shares Issued, Price Per Share | $ 4 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,400,000 | ||||||||||
Fair Value Of Stock Purchase Rights | $ 152,000 | ||||||||||
Rights To Acquire Common Stock Maximum Percentage | 50.00% | ||||||||||
Percentage of Estimated Fair Value of Common Stock issued In Connection With Acquisition | 50.00% | ||||||||||
Shares Issued In Buyback Price Per Share | $ 4 | ||||||||||
Percentage Of Shares Issued In Buyback | 50.00% | ||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 3,520,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Settlement Processing Assets | 10,600,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 9,950,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 1,000,000 | ||||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 2, 2016 | ||||||||||
JetPay Payments, PA [Member] | Minimum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | ||||||||||
Business Acquisition, Share Price | $ 3 | ||||||||||
JetPay Payments, PA [Member] | Escrow Deposit One [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | 587,500 | |||||||||
JetPay Payments, PA [Member] | Escrow Deposit Two [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 587,500 | 500,000 | |||||||||
Customer Relationships [Member] | JetPay Payments, PA [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | $ 4,100,000 | ||||||||||
Business Combination, Consideration Transferred | $ 400,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Assigned Life | 12 years | ||||||||||
Trade Names [Member] | JetPay Payments, PA [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | $ 70,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Assigned Life | 7 months | ||||||||||
Software [Member] | JetPay Payments, PA [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | $ 710,000 | ||||||||||
Business Acquisitions Purchase Price Allocation Assigned Life | 19 months |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities: | ||
Contingent consideration | $ 2,264 | $ 2,982 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Contingent consideration | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Contingent consideration | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Contingent consideration | $ 2,264 | $ 2,982 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of contingent cash consideration | $ 121 | $ (103) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 2,982 | 1,296 |
Payment of JetPay Payments, PA contingent consideration | (314) | (186) |
Totals | 2,264 | 2,982 |
Fair Value, Inputs, Level 3 [Member] | FL [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Addition of JetPay Payments, FL contingent consideration | 0 | 1,975 |
Contingent Consideration Shares Released from Escrow | (525) | 0 |
Change in fair value of contingent cash consideration | 179 | (205) |
Fair Value, Inputs, Level 3 [Member] | TX [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of contingent cash consideration | (58) | 1 |
Fair Value, Inputs, Level 3 [Member] | PA [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of contingent cash consideration | $ 0 | $ 101 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 11, 2017 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 02, 2017 | Dec. 31, 2012 | Dec. 28, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Reserve for Losses and Loss Adjustment Expenses | $ 413,000 | $ 436,000 | |||||
Contingent consideration | $ 2,264,000 | 2,982,000 | |||||
Share Price | $ 9.50 | ||||||
Stock Issued During Period, Value, Acquisitions | 3,644,000 | ||||||
Business Acquisition Contingent Consideration Potential Cash Receipt | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,718,101 | ||||||
Business Combination, Contingent Consideration, Liability, Current | $ 525,000 | ||||||
Preconfirmation, Retained Earnings (Deficit) | $ 375,000 | ||||||
Reduction On Operating Loss | 500,000 | ||||||
Revenues | $ 76,035,000 | $ 56,330,000 | |||||
Concentration Risk, Percentage | 11.70% | ||||||
Description Of Entities Revenue | No customer exceeded 10.0% of consolidated revenues | ||||||
Prior Period Reclassification Adjustment | $ 525,000 | ||||||
JetPay Payments, PA [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Common stock issued for acquisitions (in shares) | 250,000 | ||||||
Contingent consideration | 0 | $ 314,000 | |||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 1,200,000 | ||||||
Business Acquisition Contingent Consideration Potential Cash Receipt | 1,770,000 | ||||||
Business Combination, Consideration Transferred | 1,975,000 | ||||||
Maximum Amount Of Consideration Right On Net Revenue | $ 500,000 | ||||||
Fees and Commissions, Credit and Debit Cards | 10,800,000 | $ 5,300,000 | |||||
Payments to Acquire Businesses, Gross | $ 314,000 | 186,000 | |||||
Business Acquisition Contingent Consideration Potential Cash Receipt | $ 1,400,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||
Business Combination, Contingent Consideration, Liability, Current | $ 563,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||
Class Of Warrant Or Right Warrants Term | 10 years | ||||||
JetPay Payments, PA [Member] | Customer Relationships [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 400,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,949,152 | 13,793,069 | |||||
Series A-1 Preferred stock [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,102,041 | 616,500 | |||||
Employee Stock Option [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,718,101 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,153,936 | ||||||
Warrant [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 266,667 | ||||||
Maximum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Revenues | $ 21,000,000 | ||||||
Maximum [Member] | Customer Relationships [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||
Maximum [Member] | Trade Names [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Maximum [Member] | Software Costs [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||||||
Minimum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Revenues | $ 20,000,000 | ||||||
Minimum [Member] | Customer Relationships [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||||||
Minimum [Member] | Trade Names [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||
Minimum [Member] | Software Costs [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||
Minimum [Member] | JetPay Payments, PA [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | ||||||
Machinery and Equipment [Member] | Maximum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 15 years | ||||||
Machinery and Equipment [Member] | Minimum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 10 years | ||||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Wles [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Common stock issued for acquisitions (in shares) | 833,333 | ||||||
Contingent consideration | $ 1,540,000 | ||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 840,000 | $ 840,000 | |||||
Share Price | $ 8 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 5,000,000 | ||||||
Business Acquisition Contingent Consideration Potential Cash Receipt | $ 700,000 |
Allowance for Doubtful Accoun44
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts Receivable Net [Line Items] | ||
Balance at beginning of period | $ 10 | $ 10 |
Additions (charged to expense) | 45 | 0 |
Deductions | 0 | 0 |
Balance at end of period | $ 55 | $ 10 |
Property and Equipment, net o45
Property and Equipment, net of Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,892 | $ 4,015 |
Less: Accumulated depreciation | (2,922) | (1,890) |
Property and equipment, net | 3,970 | 2,125 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 433 | 417 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,528 | 1,710 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 372 | 330 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,272 | 1,230 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 245 | 245 |
Assets in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,042 | $ 83 |
Property and Equipment, net o46
Property and Equipment, net of Accumulated Depreciation (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expenses | $ 1,032,000 | $ 721,000 |
Property, Plant and Equipment, Net, Total | 3,970,000 | 2,125,000 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 2,922,000 | 1,890,000 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net, Total | 1,100,000 | 422,167 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 521,579 | $ 272,729 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 48,978 | $ 41,760 |
Acquisition of JetPay Payments, FL | 7,218 | |
Ending Balance | $ 48,978 | $ 48,978 |
Identifiable Intangible Asset48
Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Amortized intangible assets: | ||
Total amortized intangible assets | $ 35,476 | $ 35,476 |
Less: Accumulated amortization | (14,418) | (10,926) |
Total amortized intangibles, net | 21,058 | 24,550 |
Non-Amortized intangible assets: | ||
Tradenames | 1,540 | 1,540 |
Total identifiable intangible assets | 22,598 | 26,090 |
Computer Software, Intangible Asset [Member] | ||
Amortized intangible assets: | ||
Total amortized intangible assets | 6,083 | 6,083 |
Customer Relationships [Member] | ||
Amortized intangible assets: | ||
Total amortized intangible assets | 29,013 | 29,013 |
Trade Names [Member] | ||
Amortized intangible assets: | ||
Total amortized intangible assets | $ 380 | $ 380 |
Identifiable Intangible Asset49
Identifiable Intangible Assets (Details 1) $ in Thousands | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 3,393 |
2,019 | 3,393 |
2,020 | 3,022 |
2,021 | 2,765 |
2,022 | 2,765 |
Thereafter | $ 5,720 |
Identifiable Intangible Asset50
Identifiable Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Weighted Average Period before Next Renewal or Extension | 10 years 7 months 6 days | |
Amortization Of Intangible Assets | $ 3,492 | $ 3,244 |
Deferred Financing Costs (Detai
Deferred Financing Costs (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Financing Costs [Line Items] | |||
Loans Payable | $ 9,000,000 | $ 7,500,000 | $ 1,000,000 |
Other Noncash Expense | 141,000 | 170,000 | |
Unamortized Deferred Financing Costs | 274,000 | 339,000 | |
Metro Bank [Member] | |||
Deferred Financing Costs [Line Items] | |||
Accumulated Amortization, Deferred Finance Costs | 23,000 | 76,000 | $ 44,000 |
LHLJ Inc [Member] | |||
Deferred Financing Costs [Line Items] | |||
Deferred Finance Costs, Net | 141,000 | $ 95,000 | |
Loans Payable | $ 9,500,000 |
Accounts Payable and Accrued 52
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Line Items] | ||
Trade accounts payable | $ 3,381 | $ 3,438 |
ACH clearing liability | 1,053 | 1,160 |
Accrued compensation | 1,737 | 1,234 |
Accrued agent commissions | 1,220 | 1,023 |
Related party payables | 51 | 424 |
Other | 4,127 | 3,542 |
Total | $ 11,569 | $ 10,821 |
Long-Term Debt, Notes Payable53
Long-Term Debt, Notes Payable and Capital Lease Obligations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jul. 26, 2016 | |
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 16,338,000 | $ 22,207,000 | |
Less current portion | (3,364,000) | (8,074,000) | |
Less unamortized deferred financing costs | (274,000) | (339,000) | |
Long-term Debt and Capital Lease Obligations | 12,700,000 | 13,794,000 | |
Term Loan Payable To FNB [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 4,792,000 | 6,042,000 | |
Term Loan Payable To LHLJ [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 8,557,000 | 9,371,000 | |
Term Note Payable To Fifth Third Bank [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 630,000 | 925,000 | |
Revolving Promissory Note Payable To Fifth Third Bank [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 360,000 | 20,000 | |
Promissory Note Payable To Merrick [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 0 | 5,000,000 | |
Unsecured Promissory Note Payable To WLES [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 57,000 | 492,000 | |
Capital Lease Obligations To JetPay Payments [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 554,000 | 357,000 | |
Capital Lease Agreement Fifth Third Bank [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 303,000 | 0 | |
Credit Agreement Payable Fifth Third Bank [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 1,085,000 | $ 0 | |
Three Point Eight Five Mm Note [Member] | Merrick Settlement Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 3,850,000 | ||
Five Point Zero Zero Mm Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 5,000,000 | ||
Five Point Zero Zero Mm Note [Member] | Merrick Settlement Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 5,000,000 | ||
Fifth Third Bank [Member] | Revolving Credit Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 1,068,960 | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Long-Term Debt, Notes Payable54
Long-Term Debt, Notes Payable and Capital Lease Obligations (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Jun. 22, 2017 | Dec. 31, 2016 | Jul. 26, 2016 | Dec. 28, 2012 | |
Debt Instrument [Line Items] | |||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 3,400,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 3,100,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 2,800,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 7,000,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 41,000 | ||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 16,338,000 | $ 22,207,000 | |||
Term Loan Payable To FNB [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Nov. 30, 2015 | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 4,792,000 | 6,042,000 | |||
Term Loan Payable To LHLJ [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Oct. 18, 2016 | ||||
Equal Monthly Installments | $ 128,677 | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 8,557,000 | 9,371,000 | |||
Revolving Note Payable To FNB [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.25% | ||||
Equal Monthly Installments | $ 104,167 | ||||
Term Note Payable To Fifth Third Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | ||||
Equal Monthly Installments | $ 27,317 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,068,960 | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 630,000 | 925,000 | |||
Revolving Promissory Note Payable To Fifth Third Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 3.375% | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 360,000 | 20,000 | |||
Promissory Note Payable To Merrick [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Jan. 11, 2017 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | ||||
Debt Instrument Collateral Shares Held In Escrow | 3,333,333 | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 0 | 5,000,000 | |||
Capital Lease Obligations To JetPay Payments [Member] | |||||
Debt Instrument [Line Items] | |||||
Equal Monthly Installments | $ 30,144 | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR Rate plus 3% | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 554,000 | 357,000 | |||
Credit Agreement To Fifth Third Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.25% | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR Rate plus 3% | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,600,000 | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Line of Credit Facility, Expiration Date | Jun. 22, 2021 | ||||
Long-term Line of Credit | $ 303,000 | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 1,100,000 | ||||
Capital Lease Agreement Fifth Third Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.375% | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 303,000 | 0 | |||
Credit Agreement Payable Fifth Third Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.625% | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 1,085,000 | $ 0 | |||
Minimum [Member] | Capital Lease Obligations To JetPay Payments [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Apr. 30, 2020 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.55% | ||||
Maximum [Member] | Capital Lease Obligations To JetPay Payments [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Dec. 31, 2017 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 8.55% | ||||
3.85 MM Note [Member] | Merrick Settlement Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 3,850,000 | ||||
5.00 MM Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | 5,000,000 | ||||
5.00 MM Note [Member] | Merrick Settlement Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||
Jet pay Payments Fl Customer [Member] | Credit Agreement To Fifth Third Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,500,000 | ||||
Note and Indemnity Side Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 2,331,369 | ||||
Fifth Third Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 2.00 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||||
Fifth Third Bank [Member] | Revolving Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||
Fifth Third Bank [Member] | Revolving Note Payable To Metro Bank [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 1,068,960 |
Redeemable Convertible Prefer55
Redeemable Convertible Preferred Stock (Details Textual) - USD ($) | Jul. 12, 2017 | Aug. 09, 2016 | Nov. 07, 2014 | May 05, 2014 | May 01, 2014 | Apr. 14, 2014 | Oct. 11, 2013 | Jan. 05, 2017 | Oct. 18, 2016 | Jul. 01, 2016 | Jan. 22, 2016 | Dec. 31, 2014 | Nov. 20, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 13, 2017 | Mar. 31, 2017 | Mar. 23, 2017 | Aug. 31, 2015 | Dec. 28, 2014 |
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 40,310 | 8,333 | 20,000 | 4,667 | 51,480 | 22,876 | 37,037 | |||||||||||||
Preferred Stock, Value, Issued | $ 2,500,000 | $ 1,400,000 | $ 0 | $ 0 | $ 10,000,000 | |||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 4,865,000 | $ 0 | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | $ 1,500,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 40,310 | $ 51,480 | $ 22,876 | $ 100,000 | ||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 2.45 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | 3 | |||||||||||||||||||
Flexpoint [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | |||||||||||||||||||
Preferred Stock, Value, Issued | $ 29,900,000 | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 300 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | |||||||||||||||||||
Sundara Investment Partners Llc [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Value, Issued | $ 10,100,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Conversion Basis | The shares of Series A Preferred are convertible into shares of common stock. Any holder of Series A Preferred may at any time convert such holder’s shares of Series A Preferred into that number of shares of common stock equal to the number of shares of Series A Preferred being converted multiplied by $300 and divided by the then-applicable conversion price, which was initially $3.00. | |||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 600 | |||||||||||||||||||
Preferred Stock, Shares Issued | 33,333 | |||||||||||||||||||
Percentage Of Beneficially Own | 9.90% | |||||||||||||||||||
Adjustments To Additional Paid In Capital Convertible Preferred Stock | $ 396,600 | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | $ 10,400,000 | $ 6,400,000 | ||||||||||||||||||
Convertible Preferred Stock,Conversion Price | $ 2.36 | |||||||||||||||||||
Stockholders' Equity Note, Stock Split | all shares of Series A-1 Preferred shall automatically convert into shares of Series A-2 Preferred at a 1:1 ratio. | |||||||||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 2.90 | $ 2.36 | $ 2.90 | |||||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 3 | $ 2.90 | $ 3 | |||||||||||||||||
Series A Preferred Stock [Member] | Flexpoint [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | 33,667 | ||||||||||||||||||
Preferred Stock, Shares Issued | 99,666 | |||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.001 | |||||||||||||||||||
Adjustments To Additional Paid In Capital Convertible Preferred Stock | $ 2,700,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,000,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | Wellington [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Conversion Basis | shares of Series A-1 Preferred being converted multiplied by $300 and divided by the then-applicable conversion price, which initially was $3.00. | |||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.001 | |||||||||||||||||||
Series A Preferred Stock [Member] | Wellington [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Conversion Basis | Series A-1 Preferred at a purchase price of $300 per share | |||||||||||||||||||
Series A Preferred Stock [Member] | Sundara Investment Partners Llc [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Value, Issued | $ 10,100,100 | |||||||||||||||||||
Preferred Stock, Shares Issued | 33,667 | |||||||||||||||||||
Adjustments To Additional Paid In Capital Convertible Preferred Stock | $ 2,200,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | Flexpoint Securities Purchase Agreement [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | |||||||||||||||||||
Maximum Number Of Shares To Be Sold | 133,333 | |||||||||||||||||||
Maximum Number Of Shares To Be Sold Value | $ 40,000,000 | |||||||||||||||||||
Initial Proceeds From Sale Of Trading Securities | $ 10,000,000 | |||||||||||||||||||
Series A-1 Preferred stock [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 600 | |||||||||||||||||||
Preferred Stock, Shares Issued | 2,835 | |||||||||||||||||||
Series A-1 Preferred stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,250 | |||||||||||||||||||
Preferred Stock, Shares Issued | 2,565 | |||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 769,500 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 405,000 | |||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 2,700,000 | |||||||||||||||||||
Series A-1 Preferred stock [Member] | Wellington [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,350 | |||||||||||||||||||
Preferred Stock, Shares Issued | 9,000 | |||||||||||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.001 | |||||||||||||||||||
Series A-1 Preferred stock [Member] | Wellington [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Convertible Preferred Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Issued | 9,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 675,000 | |||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 850,500 |
Stockholders_ Equity (Deficit56
Stockholders’ Equity (Deficit) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity Note [Line Items] | ||
Expected term (years) | 6 years 3 months | |
Dividend Yield | 0.00% | 0.00% |
Risk-free interest rate, Minimum | 1.93% | 1.27% |
Risk-free interest rate, Maximum | 2.18% | 1.97% |
Volatility, Minimum | 62.30% | 58.10% |
Volatility, Maximum | 67.70% | 62.30% |
Minimum [Member] | ||
Stockholders Equity Note [Line Items] | ||
Expected term (years) | 5 years 9 months | |
Maximum [Member] | ||
Stockholders Equity Note [Line Items] | ||
Expected term (years) | 6 years 3 months |
Stockholders_ Equity (Deficit57
Stockholders’ Equity (Deficit) (Details 1) - $ / shares | 1 Months Ended | 12 Months Ended | |
May 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity Note [Line Items] | |||
Outstanding Opening - Number of Options (in shares) | 2,246,248 | 1,717,082 | |
Granted - Number of Options (in shares) | 250,000 | 595,000 | 905,000 |
Forfeited - Number of Options (in shares) | (101,250) | (375,834) | |
Exercised - Number of Options (in shares) | 0 | 0 | |
Outstanding Ending - Number of Options (in shares) | 2,739,998 | 2,246,248 | |
Exercisable - Number of Options (in shares) | 1,718,101 | ||
Outstanding Opending - Weighted Average Exercise Price (in dollars per share) | $ 2.89 | $ 3.02 | |
Granted - Weighted Average Exercise Price (in dollars per share) | 3 | 2.7 | |
Forfeited - Weighted Average Exercise Price (in dollars per share) | 3 | 3 | |
Exercised - Weighted Average Exercise Price (in dollars per share) | 0 | 0 | |
Outstanding Ending - Weighted Average Exercise Price (in dollars per share) | 2.91 | $ 2.89 | |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 2.91 |
Stockholders_ Equity (Deficit58
Stockholders’ Equity (Deficit) (Details 2) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Exercise Price Range One [Member] | |
Stockholders’ Equity [Line Items] | |
Range of Exercise Prices | $ 3 |
Number of Options Outstanding | shares | 1,833,748 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 9 months 4 days |
Options Outstanding, Weighted Average Exercise Price | $ 3 |
Number of Exercisable Outstanding | shares | 1,000,414 |
Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 7 months 20 days |
Options Exercisable, Weighted Average Exercise Price | $ 3 |
Exercise Price Range Two [Member] | |
Stockholders’ Equity [Line Items] | |
Range of Exercise Prices | $ 3.10 |
Number of Options Outstanding | shares | 306,250 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 8 months 1 day |
Options Outstanding, Weighted Average Exercise Price | $ 3.10 |
Number of Exercisable Outstanding | shares | 306,250 |
Options Exercisable, Weighted Average Remaining Contractual Life | 5 years 8 months 1 day |
Options Exercisable, Weighted Average Exercise Price | $ 3.10 |
Exercise Price Range Three [Member] | |
Stockholders’ Equity [Line Items] | |
Range of Exercise Prices | $ 2.60 |
Number of Options Outstanding | shares | 350,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 10 months 2 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.60 |
Number of Exercisable Outstanding | shares | 204,246 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 10 months 2 days |
Options Exercisable, Weighted Average Exercise Price | $ 2.60 |
Exercise Price Range Four [Member] | |
Stockholders’ Equity [Line Items] | |
Range of Exercise Prices | $ 2.48 |
Number of Options Outstanding | shares | 250,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 4 months 6 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.48 |
Number of Exercisable Outstanding | shares | 207,191 |
Options Exercisable, Weighted Average Remaining Contractual Life | 8 years 4 months 6 days |
Options Exercisable, Weighted Average Exercise Price | $ 2.48 |
Stockholders_ Equity (Deficit59
Stockholders’ Equity (Deficit) (Details Textual) - USD ($) | Aug. 03, 2017 | Jul. 12, 2017 | Aug. 09, 2016 | Nov. 07, 2014 | Apr. 14, 2014 | Jan. 23, 2018 | Jul. 05, 2017 | Jan. 05, 2017 | Jul. 01, 2016 | May 31, 2016 | Jan. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 15, 2017 | Jan. 31, 2017 |
Stockholders Equity Note [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | 595,000 | 905,000 | ||||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Dividend Rate | 0.00% | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 40,310 | $ 51,480 | $ 22,876 | $ 100,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 2.91 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 19 days | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 40,310 | 8,333 | 20,000 | 4,667 | 51,480 | 22,876 | 37,037 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 90.00% | ||||||||||||||
Shares Issued, Price Per Share | $ 2.48 | $ 2.70 | |||||||||||||
Payments of Stock Issuance Costs | $ 36,000 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures, Total | $ 97,000 | ||||||||||||||
Treasury Stock, Shares | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||||||
Treasury Stock, Value | $ 4,950,000 | $ 0 | $ 4,950,000 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures, Total | $ 97,000 | ||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 44,240 | ||||||||||||||
Stock Incentive Plan 2013 [Member] | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,215,762 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 4,000,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 27,184 | ||||||||||||||
JetPay Payments, PA [Member] | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Shares Issued, Price Per Share | $ 4 | ||||||||||||||
Treasury Stock, Shares | 2,200,000 | ||||||||||||||
Treasury Stock, Value | $ 5,000,000 | ||||||||||||||
Merrick Bank [Member] | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Treasury Stock, Shares | 2,200,000 | ||||||||||||||
Treasury Stock, Value | $ 5,000,000 | ||||||||||||||
Stock Incentive Plan [Member] | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 595,000 | 905,000 | |||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 668,000 | $ 1,140,000 | |||||||||||||
Allocated Share-based Compensation Expense | 721,000 | $ 399,000 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,100,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 3 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 101,250 | 375,834 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 185,334 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures, Total | $ 0 | ||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 44,240 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 202 | 165 |
Deferred: | ||
Federal | 2,522 | (3,122) |
State | (174) | (122) |
Change in valuation allowance | (2,023) | 1,650 |
Total income tax expense (benefit) | $ 527 | $ (1,429) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Tax at U.S. Federal statutory rate | $ (877) | $ (3,279) | |
State taxes, net of federal benefit | (44) | (7) | |
Nondeductible costs and other acquisition accounting adjustments | 56 | 207 | |
Change of federal deferred tax rate | 3,415 | 0 | |
Change in valuation allowance for deferred tax assets | $ 3,400 | (2,023) | 1,650 |
Total income tax (benefit) expense | $ 527 | $ (1,429) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Accounts receivable | $ 85 | $ 152 |
Accrued expenses | 170 | 265 |
Intangible assets | 0 | 336 |
Property and equipment | 53 | 41 |
Stock options | 928 | 1,167 |
Debt | 1,026 | 1,717 |
Net operating loss carryforwards | 6,985 | 9,327 |
Transaction costs and other | 8 | 174 |
Total deferred tax assets | 9,255 | 13,179 |
Valuation allowance for deferred tax assets | (6,846) | (8,869) |
Deferred tax assets after valuation allowance | 2,409 | 4,310 |
Deferred tax liabilities: | ||
Prepaid expenses | (210) | (224) |
Intangible assets | (2,842) | (4,250) |
Contingent consideration | (202) | (356) |
Total deferred tax liabilities | (3,254) | (4,830) |
Net deferred tax liabilities | $ (845) | $ (520) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |||
Operating Loss Carryforward Expiration Date | 2,037 | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 3,400 | $ (2,023) | $ 1,650 | |
Deferred Tax Assets, Valuation Allowance | 6,846 | 6,846 | $ 8,869 | |
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards | 30,000 | 30,000 | ||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards | $ 9,200 | $ 9,200 | ||
Scenario, Plan [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Commitments and Contingencies64
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Future Minimum Lease Payments Operating Leases [Line Items] | |
2,018 | $ 697 |
2,019 | 502 |
2,020 | 573 |
2,021 | 521 |
2,022 | 534 |
Years Thereafter | $ 3,967 |
Commitments and Contingencies65
Commitments and Contingencies (Details Textual) - USD ($) | Jul. 03, 2017 | May 15, 2017 | Mar. 13, 2012 | Jun. 26, 2017 | Feb. 15, 2017 | Jul. 26, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 30, 2017 | Dec. 28, 2012 |
Commitments and Contingencies [Line Items] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 628,000 | |||||||||||||
Legal Fees | $ 50,000 | $ 50,000 | ||||||||||||
Payments for Legal Settlements | $ 872,500 | $ 222,310 | ||||||||||||
Litigation Settlement, Expense | $ 4,400,000 | 747,000 | 6,192,000 | |||||||||||
Escrow Amount Before Direct Air Bankruptcy Filing | $ 31,000,000 | |||||||||||||
Escrow Amount After Direct Air Bankruptcy Filing | 1,000,000 | |||||||||||||
Operating Leases, Rent Expense | 930,000 | 973,000 | ||||||||||||
Letters of Credit Outstanding, Amount | 100,000 | |||||||||||||
Interest Expense, Other | 25,000,000 | |||||||||||||
Monthly Lease Payment | 45,163 | |||||||||||||
Loss Contingency Accrual | $ 125,500 | $ 125,500 | ||||||||||||
Other Commitment | $ 6,000,000 | |||||||||||||
Malpractice Insurance, Maximum Coverage Per Incident | 50,000 | |||||||||||||
Debt Instrument, Unamortized Discount | 274,000 | 339,000 | ||||||||||||
Escrow Deposit Disbursements Related to Property Acquisition | $ 230,000 | |||||||||||||
Loss Contingency Accrual, Provision | $ 747,000 | |||||||||||||
Operating Lease, Payments | $ 6,000 | |||||||||||||
5.00 MM Note [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||||||||
Marrick Settlement Agreement [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Payments for Legal Settlements | 6,190,000 | |||||||||||||
Litigation Settlement, Expense | 4,400,000 | 4,400,000 | ||||||||||||
Debt Instrument Collateral Shares Held In Escrow | 3,333,333 | |||||||||||||
Interest Payable, Current | 1,400,000 | |||||||||||||
Marrick Settlement Agreement [Member] | 3.85 MM Note [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 3,850,000 | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||
Debt Instrument, Maturity Date | Dec. 28, 2017 | |||||||||||||
Marrick Settlement Agreement [Member] | 5.00 MM Note [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | 5,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | |||||||||||||
Wles Settlement Agreement [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 491,693 | |||||||||||||
Shares Held With Escrow | 2,200,000 | |||||||||||||
Warrant Issuance Expenses | 373,334 | |||||||||||||
Interest Payable, Current | 414,466 | |||||||||||||
Wles Settlement Agreement [Member] | 3.85 MM Note [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | 3,850,000 | 3,850,000 | ||||||||||||
Wles Settlement Agreement [Member] | WLES Note [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 2,331,369 | |||||||||||||
Notes Payable | 2,036,511 | |||||||||||||
Debt Instrument, Unamortized Discount | 294,858 | |||||||||||||
Interest Payable, Current | 250,000 | |||||||||||||
Mr. Voigt [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Notes Payable | $ 59,000 | |||||||||||||
Merrick Bank [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Legal Fees | 1,900,000 | $ 597,000 | ||||||||||||
Legal Fees and Interest Costs | 487,000 | |||||||||||||
Loss Contingency, Loss in Period | 25,000,000 | |||||||||||||
Cash Reserve Deposit Required and Made | $ 4,400,000 | |||||||||||||
Jp Morgan Chase [Member] | Common Stock [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 3,333,333 | |||||||||||||
Chartis Insurance [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Deductible Policy Amount | 250,000 | |||||||||||||
Loss Contingency, Loss in Period | $ 25,000,000 | |||||||||||||
Ten Lords And Interactive Capital [Member] | ||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||
Legal Fees | $ 134,075 | |||||||||||||
Loss Contingency, Damages Awarded, Value | $ 793,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2017USD ($) | Jul. 31, 2017USD ($) | Oct. 18, 2016USD ($) | Dec. 31, 2017USD ($)a | Dec. 31, 2016USD ($) | Aug. 22, 2013 | Jun. 07, 2013USD ($) | Dec. 28, 2012USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Operating Leases, Rent Expense | $ 930,000 | $ 973,000 | ||||||
Monthly Rent Expense | $ 6,000 | |||||||
Revenues | 76,035,000 | 56,330,000 | ||||||
Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest Expense, Debt | 730,000 | 552,000 | ||||||
Note and Indemnity Side Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Face Amount | $ 2,331,369 | |||||||
Interest Expense, Related Party | 0 | 67,000 | ||||||
Jet Pay Solutions Ltd [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating Leases, Rent Expense | 60,000 | 47,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | |||||||
Trent Voigt [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 491,693 | |||||||
Interest Expense, Related Party | 3,100 | 14,700 | ||||||
Repayments of Notes Payable | $ 57,000 | |||||||
Jetpay [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenues | $ 42,000 | 36,000 | ||||||
JetPay Payroll Service [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Area of Land | a | 22,500 | |||||||
Operating Leases, Rent Expense | $ 542,000 | $ 531,500 | ||||||
Monthly Rent Expense | $ 45,163 | |||||||
Debt Instrument, Maturity Date | Feb. 28, 2018 | |||||||
JetPay Payment Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Area of Land | a | 1,600 | |||||||
Sundara Investment Partners Llc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 9,500,000 | |||||||
Sundara Investment Partners Llc [Member] | Term Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 9,500,000 | |||||||
Debt Instrument, Maturity Date | Oct. 18, 2021 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 76,035 | $ 56,330 | |
Cost of revenues | 52,350 | 37,453 | |
Selling, general and administrative expenses | 19,622 | 16,911 | |
Settlement of legal matter | $ 4,400 | 747 | 6,192 |
Change in fair value of contingent consideration liability | 121 | (103) | |
Amortization of intangibles and depreciation | 4,524 | 3,965 | |
Other expenses | 1,249 | 1,556 | |
Income (loss) before income taxes | (2,578) | (9,644) | |
Total property and equipment, net | 3,970 | 2,125 | |
Property and equipment additions | 2,985 | 819 | |
Intangible assets and goodwill | 71,576 | 75,068 | |
Total segment assets | 192,933 | 187,210 | |
Payment Processing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 58,778 | 40,682 | |
Cost of revenues | 43,612 | 29,496 | |
Selling, general and administrative expenses | 10,784 | 9,255 | |
Settlement of legal matter | 0 | 6,192 | |
Change in fair value of contingent consideration liability | 0 | 0 | |
Amortization of intangibles and depreciation | 3,219 | 2,646 | |
Other expenses | 374 | 584 | |
Income (loss) before income taxes | 789 | (7,491) | |
Total property and equipment, net | 3,517 | 1,559 | |
Property and equipment additions | 2,833 | 560 | |
Intangible assets and goodwill | 55,919 | 58,373 | |
Total segment assets | 122,466 | 100,118 | |
Payroll Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 17,257 | 15,582 | |
Cost of revenues | 8,738 | 7,852 | |
Selling, general and administrative expenses | 5,916 | 5,384 | |
Settlement of legal matter | 0 | 0 | |
Change in fair value of contingent consideration liability | 0 | 0 | |
Amortization of intangibles and depreciation | 1,302 | 1,314 | |
Other expenses | 836 | 396 | |
Income (loss) before income taxes | 465 | 636 | |
Total property and equipment, net | 424 | 537 | |
Property and equipment additions | 149 | 259 | |
Intangible assets and goodwill | 15,657 | 16,695 | |
Total segment assets | 69,405 | 86,196 | |
General/Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 66 | |
Cost of revenues | 0 | 105 | |
Selling, general and administrative expenses | 2,922 | 2,272 | |
Settlement of legal matter | 747 | 0 | |
Change in fair value of contingent consideration liability | 121 | (103) | |
Amortization of intangibles and depreciation | 3 | 5 | |
Other expenses | 39 | 576 | |
Income (loss) before income taxes | (3,832) | (2,789) | |
Total property and equipment, net | 29 | 29 | |
Property and equipment additions | 3 | 0 | |
Intangible assets and goodwill | 0 | 0 | |
Total segment assets | $ 1,062 | $ 896 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - shares | 1 Months Ended | |
Feb. 28, 2018 | Jan. 23, 2018 | |
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, Employee Benefit Plan | 27,184 | |
Number of Share Cancelled Being in Held Escrow Account | 291,946 |