UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2020
PAYSIGN, INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-54123 | 95-4550154 |
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification Number) |
1700 W. Horizon Ridge Parkway, Suite 200,
Henderson, Nevada 89012
(Address of principal executive offices) (Zip Code)
(702) 453-2221
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | PAYS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
We are furnishing this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release issued on March 16, 2020 announcing our preliminary financial results for the fiscal year ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The text included with this Item 2.02 of this Current Report on Form 8-K is available on our website located at https://www.paysign.com/investor-relations, although we reserve the right to discontinue that availability at any time.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial Statements of businesses acquired: Not applicable. |
(b) | Pro forma financial information: Not applicable. |
(c) | Shell company transactions: Not applicable. |
(d) | Exhibits: |
Exhibit No. | Description | |
99.1 | Press Release entitled “Paysign, Inc. Announces Preliminary Full-Year 2019 Financial Highlights and Delay of Form 10-K Filing |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PAYSIGN, INC.
| |
Date: March 16, 2020 | By: /s/ Mark R. Newcomer |
Mark R. Newcomer, Chief Executive Officer |
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Exhibit 99.1
Paysign, Inc. Announces Preliminary Full-Year 2019 Financial Highlights and Delay of Form 10-K Filing
HENDERSON, Nev.--(BUSINESS WIRE)-- Paysign, Inc. (NASDAQ: PAYS) (“Paysign”), a vertically integrated provider of innovative prepaid card programs, digital banking and processing services for corporate, consumer and government applications, announced today that it will be delayed in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Paysign is filing a Form 12b-25, Notification of Late Filing, with the Securities and Exchange Commission, which will provide Paysign with a 15 calendar-day extension beyond the March 16, 2020 deadline within which to file the annual report on Form 10-K. The filing extension will provide the necessary time to complete the financial audit.
For the full year 2019, total revenues are expected to be $34.7 million, an increase of 48% when compared to 2018. Net income attributable to Paysign on a GAAP basis is expected to be $7.5 million, an increase of 188% when compared to 2018, and Adjusted EBITDA is expected to be $10.1 Million, an increase of 106% when compared to 2018.
These are preliminary results and estimates based on current expectations and are subject to completion of the financial audit. Actual results may differ materially. Paysign expects to finalize its financial results and file its Annual Report on Form 10-K no later than the prescribed due date allowed pursuant to Rule 12b-25.
Separately, in the course of completing its assessment of internal controls over financial reporting for 2019 and the company’s initial year of compliance with Sarbanes-Oxley 404b, management identified material weaknesses related to (i) assessment of internal controls over financial reporting and (ii) information technology general controls.
With regard to the COVID-19 coronavirus, Paysign’s commitment to delivering exceptional, reliable solutions and maintaining exceptional service levels will not be affected. The safety and well-being of Paysign’s employees and partners is always Paysign’s top priority. Paysign has designed its processes, practices and infrastructure in place to provide uninterrupted business and support operations. While Paysign does not anticipate disruption to daily work practices, Paysign has and continues to implement practices necessary to provide the same level of quality and service expected from Paysign, while also ensuring the safety of its employees and partners.
About Paysign, Inc.
Paysign, Inc (NASDAQ: PAYS) is an experienced and trusted prepaid debit card payment solutions provider as well as an integrated payment processor that has managed millions of prepaid debit cards in its portfolio. Paysign conceptualizes, develops and manages payment solutions, prepaid card programs, and customized payment services. Paysign’s corporate incentive prepaid cards are changing the way corporations reward, motivate, and engage their current and potential customers, employees, and agents. Paysign’s customizable solutions offer significant cost savings while improving brand recognition and customer loyalty. For over 15 years healthcare companies, major pharmaceutical companies, multinationals, prestigious universities, and social media companies have relied on Paysign to provide state of the art prepaid payment programs tailored to their unique requirements. Paysign is a registered trademark of Paysign, Inc. in the United States and other countries. For more information visit us at paysign.com, or follow us on Facebook, Twitter, and LinkedIn.
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Forward-Looking Statements
Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and Paysign intends that such forward-looking statements be subject to the safe-harbor created thereby. All statements, other than statements of fact, included in this release, are forward-looking statements. Such forward-looking statements include, among others, Paysign’s expected total revenue, net income and Adjusted EBITDA for fiscal 2019 and Paysign’s belief that it will provide the same level of quality and service despite the COVID-19 coronavirus. We caution that these statements are qualified by important risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, changes in the laws, regulations, credit card association rules or other industry standards, failure by us or business partners to comply with applicable laws and regulations, changes in credit card association or other network rules or standards set by Visa and MasterCard, or changes in card association and debit network fees or products or interchange rate, dependency on the efficient and uninterrupted operation of computer network systems and data centers, and difficult conditions in the economy generally may materially adversely affect our business and results of operations . Except to the extent required by federal securities laws, Paysign undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
Paysign, Inc. Non-GAAP Measures
To supplement Paysign’s financial results presented on a GAAP basis, we use non-GAAP measures of net income that excludes the following cash and non-cash items – interest, taxes, stock-based compensation, amortization and depreciation. We believe these non-GAAP measures help investors better evaluate our past financial performance and potential future results. Non-GAAP measures should not be considered in isolation or as a substitute for comparable GAAP accounting and investors should read them in conjunction with Paysign’s financial statements prepared in accordance with GAAP. The non-GAAP measures of net income we use may be different from, and not directly comparable to, similarly titled measures used by other companies.
“EBITDA” is defined as earnings before interest, taxes, depreciation and amortization expense. “Adjusted EBITDA” reflects the adjustment to EBITDA to exclude stock-based compensation charges.
Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performances. Management cautions that amounts presented in accordance with Paysign’s definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate Adjusted EBITDA in the same manner.
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PAYSIGN, INC.
RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME
FOR THE YEAR ENDED DECEMBER 31, 2019 AND 2018
(Unaudited)
For the year ended | ||||||||
December 31, 2019 | ||||||||
2019 | 2018 | |||||||
Net income attributable to Paysign, Inc. | $ | 7,454,319 | $ | 2,588,054 | ||||
Income tax benefit | (909,976 | ) | – | |||||
Interest | (441,116 | ) | (139,738 | ) | ||||
Depreciation and amortization | 1,483,140 | 1,089,521 | ||||||
EBITDA | 7,586,367 | 3,537,837 | ||||||
Stock-based compensation | 2,528,613 | 1,366,944 | ||||||
Adjusted EBITDA | $ | 10,114,980 | $ | 4,904,781 |
Contacts
Paysign, Inc.
Jim McCroy, 702-749-7269
Investor Relations
ir@paysign.com
http://www.paysign.com
Source: Paysign, Inc.
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