UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2014

 

or

 

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

 

For the transition period from ___________ to __________

 

Commission file number 000-54123

 

 

3PEA INTERNATIONAL, INC.

(Exact name of small business issuer as specified in its charter)

 

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

 

1700 W Horizon Ridge Parkway, Suite 102,

Henderson, Nevada 89012

(Address of principal executive offices)

 

(702) 453-2221

(Issuer’s telephone number, including area code)

_______________________________________________________

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

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x

 

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

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 39,111,106 shares as of November 7, 2014.

 

 

3PEA INTERNATIONAL, INC.

 

FORM 10-Q REPORT

INDEX

 

PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s discussion and analysis of financial condition and results of operations.	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	16
Item 4. Controls and Procedures.	16
PART II. OTHER INFORMATION.	17
Item 1. Legal Proceedings.	17
Item 1A. Risk Factors.	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3. Defaults upon Senior Securities.	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits.	17
SIGNATURES	18

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

3PEA INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2014 AND DECEMBER 31, 2013

(UNAUDITED)

 

		September 30, 2014				December 31, 2013
ASSETS
Current assets
Cash		$	705,775			$	1,027,239
Cash Restricted			6,385,418				6,905,680
Accounts Receivable			74,161				391,611
Prepaid Expenses and other assets			205,937				218,950
Total current assets			7,371,291				8,543,480
Fixed assets, net			217,520				121,078
Intangible and other assets
Deposits			4,451				4,896
Intangible assets, net			679,580				495,252
Total assets		$	8,272,842			$	9,164,706
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities		$	1,138,131			$	1,431,317
Customer card funding			6,385,418				6,905,680
Notes payable-related parties			567,990				533,000
Notes payable			211,191				187,780
Total current liabilities			8,302,730				9,057,777
Total liabilities			8,302,730				9,057,777
Stockholders' equity (deficit)
Common stock; $0.001 par value; 150,000,000 shares authorized, 39,036,106 and 38,936,106 issued and outstanding at September 30, 2014 and December 31, 2013, respectively			39,036				38,936
Additional paid-in capital			5,585,306				5,570,406
Treasury stock at cost, 303,450 shares			(150,000	)			(150,000	)
Accumulated deficit			(5,551,979	)			(5,400,559	)
Total 3Pea International, Inc.'s stockholders' equity (deficit)			(77,637	)			58,783
Noncontrolling interest			47,749				48,146
Total stockholders' equity (deficit)			(29,888	)			106,929
Total liabilities and stockholders' equity (deficit)		$	8,272,842			$	9,164,706

 

See accompanying notes to financial statements.

 

 

3PEA INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

 

		For the three months ended September 30,
		2014				2013
Revenues		$	1,707,446			$	1,061,132
Cost of revenues			1,080,124				737,981
Gross profit			627,322				323,151
Operating expenses
Depreciation and amortization			36,657				10,787
Selling, general and administrative			543,413				390,033
Total operating expenses			580,070				400,820
Income (loss) from operations			47,252				(77,669	)
Other income (expense)
Interest expense			(16,331	)			(14,988	)
Total other income (expense)			(16,331	)			(14,988	)
Income (loss) before provision for income taxes and noncontrolling interest			30,921				(92,657	)
Provision for income taxes			–				–
Net income (loss) before noncontrolling interest			30,921				(92,657	)
Net (income) loss attributable to the noncontrolling interest			156				110
Net income (loss) attributable to 3Pea International, Inc.		$	31,077			$	(92,547	)
Net income (loss) per common share - basic			0.00				(0.00	)
Net income (loss) per common share - fully diluted			0.00				N/A
Weighted average common shares outstanding - basic			38,959,183				38,951,595
Weighted average common shares outstanding - fully diluted			42,419,683				N/A

  

See accompanying notes to financial statements.

 

 

3PEA INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

 

		For the nine months ended September 30,
		2014				2013
Revenues		$	5,348,230			$	4,376,554
Cost of revenues			3,712,608				3,129,010
Gross profit			1,635,622				1,247,544
Operating expenses
Depreciation and amortization			106,229				30,868
Selling, general and administrative			1,632,820				958,842
Total operating expenses			1,739,049				989,710
Income from operations			(103,427	)			257,834
Other income (expense)
Interest expense			(48,390	)			(44,316	)
Total other income (expense)			(48,390	)			(44,316	)
Income before provision for income taxes and noncontrolling interest			(151,817	)			213,518
Provision for income taxes			–				–
Net income before noncontrolling interest			(151,817	)			213,518
Net (income) loss attributable to the noncontrolling interest			397				178
Net income attributable to 3Pea International, Inc.		$	(151,420	)		$	213,696
Net income per common share - basic			(0.00	)			0.01
Net income per common share - fully diluted			N/A				0.00
Weighted average common shares outstanding - basic			38,979,069				38,933,361
Weighted average common shares outstanding - fully diluted			N/A				42,393,861

  

See accompanying notes to financial statements.

 

 
3PEA INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

(UNAUDITED)

  

		Stockholders' Deficit Attributable to 3Pea International, Inc.
										Additional				Treasury								Non-				Total
		Common Stock								Paid-in				Stock				Accumulated				controlling				Stockholders'
		Shares				Amount				Capital				Amount				Deficit				Interest				Deficit
Balance, December 31, 2013			38,936,106			$	38,936			$	5,570,406			$	(150,000	)		$	(5,400,559	)		$	48,146			$	106,929
Issuance of stock related stock payable			100,000				100				14,900				–				–				–				15,000
Net loss			–				–				–				–				(151,420	)			(397	)			(151,817	)
Balance, September 30, 2014			39,036,106			$	39,036			$	5,585,306			$	(150,000	)		$	(5,551,979	)		$	47,749			$	(29,888	)

 

See accompanying notes to financial statements.

 

 

3PEA INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

  

		For the nine months ended September 30,
		2014				2013
Cash flows from operating activities:
Net income		$	(151,420	)		$	213,696
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Change in noncontrolling interest			(397	)			(178	)
Depreciation and amortization			106,229				30,868
Stock based compensation			133,327				122,960
Changes in operating assets and liabilities:
Change in restricted cash			520,262				(379,146	)
Change in prepaid expenses and other assets			9,263				(130,705	)
Change in deposits			445				–
Change in accounts receivable			317,450				23,117
Change in accounts payable and accrued liabilities			(407,763	)			(1,477,456	)
Change in customer card funding			(520,262	)			379,146
Net cash provided by (used in) operating activities			7,134				(1,217,698	)
Cash flows from investing activities:
Purchase of fixed assets			(134,829	)			(31,970	)
Purchase of intangible assets			(252,170	)			(122,076	)
Net cash used by investing activities			(386,999	)			(154,046	)
Cash flows from financing activities:
Proceeds from borrowing on note payable – related party			40,363				–
Proceeds from borrowing on note payable			26,557				(3,000	)
Payments on notes payable			(8,519	)			–
Net cash used by financing activities			58,401				(3,000	)
Net change in cash			(321,464	)			(1,374,744	)
Cash, beginning of period			1,027,239				1,872,911
Cash, end of period		$	705,775			$	498,167

  

See accompanying notes to financial statements.

 

 

3PEA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

  

1.     BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES

 

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2013.. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

 

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

 

Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

 

About 3PEA International, Inc.

 

3PEA International, Inc. is a vertically integrated provider of innovative prepaid card programs and processing services for corporate, consumer and government applications. We market our products under our PaySign® brand. . We provide a card processing platform consisting of proprietary systems and innovative software applications based on the unique needs of our programs. We have extended our processing business capabilities through our PaySign® platform. We design and process prepaid programs that run on the platform through which our customers can define the services they wish to offer cardholders. Through this platform, we provide a variety of services including transaction processing, cardholder enrollment, value loading, cardholder account management, reporting, and customer service.

 

We have developed prepaid card programs for healthcare reimbursement payments, pharmaceutical co-pay assistance and corporate and incentive rewards. We are expanding our product offering to include payroll cards, general purpose re-loadable cards, travel cards, and expense reimbursement cards through our PaySign brand. Our cards are offered to end users through our relationships with bank issuers.

 

Our proprietary PaySign® platform was built on modern cross-platform architecture and designed to be highly flexible, scalable and customizable. The platform allows 3PEA to significantly expand its operational capabilities by facilitating our entry into new markets within the payments space through its flexibility and ease of customization. The PaySign® platform delivers cost benefits and revenue building opportunities to our partners.

 

We manage all aspects of the debit card lifecycle, from managing the card design and approval processes with partners and associations, to production, packaging, distribution, and personalization. We also oversee inventory and security controls, renewals, lost and stolen card management and replacement. We deploy a fully staffed, in-house customer service department which utilizes bi-lingual customer service agents, Interactive Voice Response, (IVR) and two way SMS messaging.

 

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

 

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

 

Restricted cash – restricted cash is a cash account controlled by the Company which funds are received related to the card programs from our customers. The Company has recorded a corresponding customer card funding liability.

 

 

Goodwill and intangible assets - Goodwill is the purchase premium after adjusting for the fair value of net assets acquired. Goodwill is not amortized but is reviewed for potential impairment on an annual basis, or when events or circumstances indicate a potential impairment, at the reporting unit level. A reporting unit, as defined under applicable accounting guidance, is a business segment or one level below a business segment. We may in any given period bypass the qualitative assessment and proceed directly to a two-step method to assess and measure impairment of the reporting units goodwill. We first assess qualitative factors to determine whether it is more likely-than-not (i.e., a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value. This step serves as the basis for determining whether it is necessary to perform the two-step quantitative impairment test. The first step of the quantitative impairment test involves a comparison of the estimated fair value of each reporting unit to its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired; however, if the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the quantitative impairment test must be performed. The second step compares the implied fair value of the reporting unit’s goodwill with its carrying amount to measure the amount of impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

 

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

 

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.

 

Revenue and expense recognition – We recognize revenue when (1) there is persuasive evidence of an arrangement existing, (2) delivery has occurred, (3) our price to the buyer is fixed or determinable and (4) collectability of the receivables is reasonably assured. We recognize the costs of these revenues at the time revenue is recognized. Any fees paid up front are deferred until such time such services have been considered rendered. As of September 30, 2014 and December 31, 2013, there were no deferred revenues recorded.

 

We generate the following types of revenues:

 

·

Administration and usage fees, charged to our prepaid card clients when our programs are created, distributed or reloaded. Such revenues are recognized when such services are performed.

 

·

Transaction fees, paid by the applicable networks and passed through by our card issuing banks when our SVCs are used in a purchase or ATM transaction. Such revenues are recognized when such services are performed.

 

·

Maintenance, administration, transaction fees, charged to an SVC and not under any multiple element arrangements. Such revenues are recognized when such services are performed.

 

·

Program maintenance management fees charged to our clients. Such revenues are not under any multiple element arrangements and are recognized when such services are performed.

 

·

Software development and consulting services to our clients. Such revenues are recognized in accordance with ASC 985-605.

 

The Company records all revenues on gross basis in accordance with ASC 605-45 since it is the primary obligor and establishes the price in the revenue arrangement. The Company is currently under no obligation for refunding any fees or has any obligations for disputed claim settlements.

 

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

 

2.     FIXED ASSETS

 

Fixed assets consist of the following:

 

		As of September 30, 2014				As of December 31, 2013
Equipment		$	331,175			$	233,631
Software			297,978				297,978
Furniture and fixtures			75,118				65,118
Organizational costs			13,934				–
Leasehold equipment			34,494				21,143
			752,699				617,870
Less: accumulated depreciation			(535,179	)			(496,792	)
Fixed assets, net		$	217,520			$	121,078

 

 

3.     INTANGIBLE ASSETS

 

Intangible assets consist of the following:

 

		As of September 30, 2014				As of December 31, 2013
Patents and trademarks		$	34,771			$	33,465
Licenses			25,176				–
Platform development			730,465				504,777
			790,412				538,242
Less: accumulated amortization			(110,832	)			(42,990	)
Intangible assets, net		$	679,580			$	495,252

 

Intangible assets are amortized over their useful lives ranging from periods of 5 to 15 years.

 

4.     COMMON STOCK

 

At September 30, 2014, the Company's authorized capital stock was 150,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. On that date, the Company had outstanding 39,036,106 shares of common stock, and no shares of preferred stock.

 

2014 Transactions: During the nine months ended September 30, 2014, the Company issued shares of common stock as follows:

 

·

100,000 shares of common stock for an employee contract bonus valued at $0.15 per share.

 

2013 Transactions: During the nine months ended September 30, 2013, the Company issued shares of common stock as follows:

 

·

25,000 shares of common stock for an employee signing bonus valued at $0.26 per share

 

Stock Grants:

 

2014 Transactions:

 

In August 2014, the Company granted 200,000 shares of common stock to a consultant of the Company for services to be rendered with a total value of $10,000 or $0.20 per share. As of September 30, 2014 the shares have not been issued for which a payable has been recorded for the same vested amount.

 

In August 2014, the Company granted 150,000 shares of common stock to a board advisor of the Company for services with a total value of $25,500, (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity. The 150,000 shares have a vesting period of three years of which approximately 2 months have vested as of September 30, 2014. The approximate value vested for the period ended September 30, 2014 is $1,400, for which a payable has been recorded for the same vested amount of as of September 30, 2014. None of the 150,000 shares granted have been issued.

 

In September 2014, the Company granted 150,000 shares of common stock to a board advisor of the Company for services with a total value of $19,125, (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity. The 150,000 shares have a vesting period of three years of which approximately 1 month has vested as of September 30, 2014. The approximate value vested for the period ended September 30, 2014 is $400, for which a payable has been recorded for the same vested amount of as of September 30, 2014. None of the 150,000 shares granted have been issued.

 

In September 2014, the Company granted 200,000 shares of common stock to a consultant of the Company for services with a total value of $30,600 (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity. The 200,000 shares have a vesting period of six months of which approximately 1 month has vested as of September 30, 2014. The approximate value vested for the period ended September 30, 2014 is $1900, for which a payable has been recorded for the same vested amount of as of September 30, 2014. None of the 200,000 shares granted have been issued.

 

 

2013 Transactions:

 

In February 2013, the Company granted 75,000 shares of common stock to an employee of the Company with a total value of $16,575 or $0.22 per share (including a 15% discount of fair market value due to these shares being restricted and lacking market liquidity). The 75,000 shares granted have completely vested as of June 30, 2014 with an approximate value of $16,575, for which a payable has been recorded for the same amount as of June 30, 2014. As of June 30, 2014, none of the 75,000 shares granted have been issued.

 

5.     NOTES PAYABLE – RELATED PARTIES

 

		As of September 30, 2014				As of December 31, 2013
Note payable due to a shareholder of the company, bearing interest at 8.5%, renewable annually upon prepayment of one year’s interest, due on demand and unsecured.*		$	501,000			$	501,000
Note payable due to a director of the company and shareholder, bearing no interest, due on demand and unsecured.			52,990				18,000
Note payable due to a director of the company and shareholder, bearing no interest, due on demand and unsecured.			14,000				14,000
		$	567,990			$	533,000

 

*

In March 2014, the Company entered an agreement with the noteholder to modify the repayment terms of the note.   The Company paid $50,000 on the note at the time of the modification, which was applied to accrued interest, and agreed to pay $5,000 per month until November 1, 2014.  In the event the Company raises at least $2,000,000 in debt or equity financing by November 1, 2014, the Company agreed to repay the note in full.  In the event the Company does not raise at least $2,000,000 in debt or equity financing by November 1, 2014, the Company agreed to make a further payment to the noteholder of $250,000, and the noteholder agreed to convert $250,000 of the amount due into common stock at the average closing price per share for the 20 consecutive trading days preceding November 1, 2014, provided that the Company will not issue any shares in conversion of the note if it would cause the noteholder to own in excess of 9.9% of the common stock.  The balance of any amount due on the note would be converted into a new note that also bears interest at 8.5% per annum, but is payable in equal monthly payments of principal and interest sufficient to amortize the balance over three years from the date of issuance of the new note.  The new note will also be payable in full at any time that the company raises at least $2,000,000 in debt or equity financing.

 

6.     NOTES PAYABLE

 

Notes payable consist of the following:

 

		As of September 30, 2014				As of December 31, 2013
Note payable due to a shareholder of the company, bearing interest at 8%, due on demand and unsecured.		$	150,000			$	150,000
Note payable due to a shareholder of the company.			19,400				19,400
Notes payable due to an equipment finance company bearing interest at 13.49% and 12.89%.			41,791				18,380
			211,191				187,780
Less: non-current portion			–				–
		$	211,191			$	187,780

 

7.     SUBSEQUENT EVENT

 

In October 2014, the Company issued 75,000 shares of common stock to an employee related to previously awarded as compensation (see Note 4).

 

 

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

 

Disclosure Regarding Forward Looking Statements

 

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

 

Overview

 

3PEA International, Inc.is a vertically integrated provider of innovative prepaid card programs and processing services for corporate, consumer and government applications marketed under its PaySign brand.. Utilizing its PaySign^® Platform, the Company offers customizable prepaid debit card solutions for a variety of consumer and corporate applications. As part of the Company’s customized prepaid card solutions 3PEA provides transaction processing, card creation and fulfillment, cardholder enrollment, value loading, cardholder account management, reporting and in-house customer service. 3PEA strives to provide its clients with significant time-to market, cost, scalability, reliability and security benefits

 

The Company divides prepaid cards into two general categories: corporate and consumer reloadable, and non-reloadable cards.

 

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

 

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

 

Prepaid cards may be open loop, closed loop or semi-closed loop. Open loop cards can be used to receive cash at ATM locations or purchase goods or services by PIN or signature at retail locations. These cards can be used virtually anywhere that Visa® or MasterCard® is accepted. Closed loop cards can only be used at a specific merchant. Semi-closed loop cards can be used at several merchants such as a shopping mall.

 

The prepaid card market is one of the fastest growing segments of the payments industry in the U.S. .  According to First Annapolis Consulting, the prepaid debit card industry is growing at a 21% annual rate, and is expected to reach $411 billion by 2016. Similarly, the 2013 Federal Reserve Payments Study shows that prepaid card payments grew at a compound annual growth rate (CAGR) of 30.7% for the years 2003 to 2012, the highest growth rate of any non-cash payment type. The growth in recent years is due to consumers and merchants embracing improved technology, greater convenience, more product choices and the greater flexibility prepaid cards provide. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for certain segments of the population, particularly those without, or who could not qualify for, a checking or savings account

 

We have developed prepaid card programs for healthcare reimbursement payments, pharmaceutical assistance, corporate and incentive rewards and expense reimbursement cards. We plan to expand our product offering to include payroll cards, general purpose re-loadable cards and travel cards. Our cards are offered to end users through our relationships with bank issuers.

 

 

Our products and services are aimed at capitalizing on the growing demand for stored value and reloadable ATM/prepaid card financial products in a variety of market niches. Our PaySign^® platform is scalable and customizable, delivering cost benefits and revenue building opportunities to partners. We manage all aspects of the debit card lifecycle, from managing the card design and approval processes with banking partners and card associations, to production, packaging, distribution, and personalization. We also oversee inventory and security controls, renewals, lost and stolen card management and replacement.  

  

During the first quarter of 2013 we launched our proprietary payment platform, the PaySign^® platform. We expect to continue our practice of investing an appropriate level of resources to maintain, enhance and extend the functionality of our proprietary systems and existing software applications, to develop new and innovative software applications and systems in response to the needs of our customers, and to enhance the capabilities surrounding our infrastructure. In addition, we intend to offer products and services that are compatible with new and emerging delivery channels.

 

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

 

Having built the foundation of our business with innovative prepaid debit card solutions targeting the healthcare reimbursement, pharmaceutical marketing and prescription drug sampling markets, we are currently focused on expanding our product line to other high growth market verticals in the corporate incentive prepaid debit card space.

 

In the past, we limited our sales activities and focused on extensive development and building of infrastructure and processes in order to scale the business successfully. This includes the addition of key personnel in sales and marketing, the development of the PaySign^® platform, and the design and development of a fully Integrated Interactive Voice Response (IVR) system and in house call center that was taken live in the first quarter of 2013.During the quarter ended September 30, 2014, we completed the implementation of a comprehensive prepaid card payment program for The Interstate Companies, a plasma collection company with 23 locations. Our PaySign Connect solution is now the exclusive donor payment method at all 23 Interstate Companies plasma donation centers. At the end of the third quarter of 2014, our prepaid card solution was being utilized in a total of 75 plasma donation centers nationwide, as compared with 25 centers at the end of the third quarter of 2013.

 

As we continue to build the infrastructure and processes to be able to scale the business successfully, the company has begun to see positive results from these efforts. During the third quarter of 2014, we launched the PaySign brand of prepaid cards and implemented several prepaid card programs under the PaySign brand name. . The company will continue to devote resources to sales and marketing activities in order to increase its presence in the markets it currently competes and to enter new, high growth markets in the future. This includes the development of a new corporate website, attending and presenting at industry specific conferences and trade shows and adding sales and marketing personnel. During the third quarter of 2014, we established an Advisory Board to counsel on important industry trends and strategic issues, present networking opportunities and provide insight and guidance into the end markets in which we are competing. During the quarter, Alex Goldberg, former Ford Motor Land Services President joined our Advisory Board.

 

We sell our products directly to customers in the U.S. but may work with a small number of resellers and third parties in international markets to identify, sell and support targeted opportunities. We have also identified large scale opportunities in the European Union and are aggressively pursuing those opportunities.

 

In order to expand into new markets, we will need to invest in technology improvements, sales and marketing expenses, and regulatory compliance costs. We are considering raising capital to enable us to diversify into new markets. If we do not raise new capital, we believe that we will still be able to expand into new markets using internally generated funds, but our expansion will not be as rapid.

 

The Company added an additional bank partner to our newest processing platform and launched new programs with this bank in early 2013. We will work with various banks to distribute prepaid cards to consumers throughout the U.S. The Company will work with these banks to develop additional financial services for consumers, and to increase the functionality of both the programs and prepaid card usage.

 

 

Results of Operations

 

Three Months ended September 30, 2014 and 2013

 

Revenues for the three months ended September 30, 2014 were $1,707,446, an increase of $646,314 compared to the same period in the prior year, when revenues were $1,061,132. The increase in revenue is due to new corporate incentive reward programs. We expect our revenues will continue to trend upward as we have launched several large scale, long term corporate incentive prepaid debit card programs for new customers in the third quarter of 2014. These new programs are the first to be launched under the PaySign^® brand of prepaid debit card solutions. We further expect we will continue to launch new incentive reward programs utilizing the PaySign^® platform as we diversify our product line and increase the number of support services offered to our customers.

 

Cost of revenues for the three months ended September 30, 2014 were $1,080,124, an increase of $342,143 compared to the same period in the prior year, when cost of revenues were $737,981. Cost of revenues constituted approximately 63% and 70% of total revenues in 2014 and 2013, respectively. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, card production costs, customer service and program management expenses, application integration setup and sales expense.

 

Gross profit for the three months ended September 30, 2014 was $627,322, an increase of $304,171 compared to the same period in the prior year, when gross profit was $323,151. Our overall gross profit percentage approximated 37% and 30% during the third quarters of 2014 and 2013 which is consistent with our overall expectations. We believe our profit margins will continue to improve in the future as we continue to pursue new corporate incentive reward programs utilizing our PaySign® Platform.

 

Selling, general and administrative expenses for the three months ended September 30, 2014 were $543,413, an increase of $153,380 compared to the same period in the prior year, when selling, general and administrative expenses were $390,033.  The increase in selling, general and administrative expenses was primarily due to investments in staffing, infrastructure and processes relating to the development and subsequent launch of several large scale corporate incentive prepaid debit card programs developed for new customers compared to the same period in the prior year.  

 

In the three months ended September 30, 2014, we recorded operating income of $47,252, as compared to operating (loss) of $(77,669) in the same period in the prior year, an increase in operating income of $124,921.

 

Other income (expense) for the three months ended September 30, 2014 was $(16,331), an increase in net other income (expense) of $1,343 compared to the same period in the prior year when other income (expense) was $(14,988) which is within our overall expectations.   

 

Our net income (loss) for the three months ended September 30, 2014 was $31,077, an increase of $123,624 compared to the same period in the prior year, when we recorded net (loss) of $(92,547). The increase in our net income is attributable to the aforementioned factors.

 

Nine months ended September 30, 2014 and 2013

 

Revenues for the nine months ended September 30, 2014 were $5,348,230, an increase of $971,676 compared to the same period in the prior year, when revenues were $4,376,554. The increase in revenue is due to new corporate incentive reward programs. We expect our revenues will continue to trend upward as we have launched several large scale, long term corporate incentive prepaid debit card programs for new customers in the third quarter of 2014. These new programs are the first to be launched under the PaySign^® brand of prepaid debit card solutions. We further expect we will continue to launch new incentive reward programs utilizing our PaySign^® platform as we diversify our product line and increase the number of support services offered to our customers.

 

Cost of revenues for the nine months ended September 30, 2014 were $3,712,608, an increase of $583,598 compared to the same period in the prior year, when cost of revenues were $3,129,010. Cost of revenues constituted approximately 69% and 72% of total revenues in 2014 and 2013, respectively. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, card production costs, customer service and program management expenses, application integration setup and sales expense.

 

Gross profit for the nine months ended September 30, 2014 was $1,635,622, an increase of $388,078 compared to the same period in the prior year, when gross profit was $1,247,544. Our overall gross profit percentage approximated 31% and 28% during the fiscal years 2014 and 2013 which is consistent with our overall expectations. We believe our profit margins will continue to improve in the future as we continue to pursue new corporate incentive reward programs utilizing our PaySign® Platform.

 

Selling, general and administrative expenses for the nine months ended September 30, 2014 were $1,632,821, an increase of $673,979 compared to the same period in the prior year, when selling, general and administrative expenses were $958,842.  The increase in selling, general and administrative expenses was primarily due to investments in staffing, infrastructure and processes relating to several large scale corporate incentive prepaid debit card programs developed for new customers compared to the same period in the prior year.

 

 

In the nine months ended September 30, 2014, we recorded operating (loss) of $(103,428), as compared to operating income of $257,834 in the same period in the prior year, a decrease in operating income of $361,262.

 

Other income (expense) for the nine months ended September 30, 2014 was $(48,390), an increase in net other income (expense) of $4,074 compared to the same period in the prior year when other income (expense) was $(44,316) which is within our overall expectations.   

 

Our net income (loss) for the nine months ended September 30, 2014 was $(151,420), a decrease of $365,116 compared to the same period in the prior year, when we recorded net income of $213,696. The decrease in our net income is attributable to the aforementioned factors.

 

Liquidity and Sources of Capital

 

The following table sets forth the major sources and uses of cash for the nine months ended September 30, 2014 and 2013:

 

		Nine months ended September 30,
		2014				2013
Net cash provided by (used) in operating activities		$	7,133			$	(1,217,698	)
Net cash provided by (used) in investing activities			(386,999	)			(154,046	)
Net cash provided by (used) in financing activities			58,401				(3,000	)
Net (decrease) increase in unrestricted cash and cash equivalents			(321,465	)			(1,374,744	)

 

Comparison of nine months ended September 30, 2014 and 2013

 

During the nine months ended September 30, 2014 and 2013, we financed our operations primarily through internally generated funds.

 

Operating activities provided $7,133 of cash in 2014, as compared to $(1,217,698) of cash used in the same period in the prior year. Major non-cash items that affected our cash flow from operations in 2014 were non-cash charges of $106,229 for depreciation and amortization, and stock-based compensation of $133,327. Our operating assets and liabilities used $(80,606) of cash, most of which resulted from a decrease in our accounts payable and accrued liabilities of $407,764, offset by collections from our accounts receivable of $317,450. Major non-cash items that affected our cash flow from operations in 2013 were non-cash charges of $30,868 for depreciation and amortization, and stock-based compensation of $122,960.  Our operating assets and liabilities in 2013 used $(1,585,044) of cash, most of which resulted from a decrease in our accounts payable and accrued liabilities of $1,477,456.

 

Investing activities used $(386,999) of cash in 2014, as compared to $(154,046) of cash used in 2013, all of which primarily related to the enhancement of the processing platform used in our business.

 

Financing activities provided $58,401of cash in 2014 as compared to $(3,000) of cash used in 2013. In 2014, cash used in financing activities consisted of borrowings totaling $58,401.

 

Sources of Financing

 

We believe that our available cash on hand at September 30, 2014 of $705,774 and revenues anticipated for the remainder of 2014 will be sufficient to sustain our operations for the next twelve months.

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Estimates

 

Our significant accounting policies are described in Note 1 of Notes to Financial Statements. At this time, we are not required to make any material estimates and assumptions that affect the reported amounts and related disclosures of assets, liabilities, revenue, and expenses.  

 

Any estimates we make will be based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Because the Company is a smaller reporting company, it is not required to provide the information called for by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our chief executive officer and chief financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, 2014. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, such controls and procedures were effective.

 

Changes in internal controls

 

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

Not applicable.

 

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

 

In August 2014, the Company granted 200,000 shares of common stock to a consultant of the Company for services to be rendered with a total value of $10,000 or $0.20 per share. As of September 30, 2014 the shares have not been issued. The shares were granted pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.

 

In August 2014, the Company granted 150,000 shares of common stock to a board advisor of the Company for services with a total value of $25,500. The 150,000 shares have a vesting period of three years of which approximately 2 months have vested as of September 30, 2014. None of the 150,000 shares granted have been issued. The shares were granted pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.

 

In September 2014, the Company granted 150,000 shares of common stock to a board advisor of the Company for services with a total value of $19,125. The 150,000 shares have a vesting period of three years of which approximately 1 month has vested as of September 30, 2014. None of the 150,000 shares granted have been issued. The shares were granted pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.

 

In September 2014, the Company granted 200,000 shares of common stock to a consultant of the Company for services with a total value of $30,600. The 200,000 shares have a vesting period of six months of which approximately 1 month has vested as of September 30, 2014. None of the 200,000 shares granted have been issued. The shares were granted pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.

 

In October 2014, the Company issued 75,000 shares of common stock to an employee related to previously awarded as compensation. The shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. MINE SAFETY DISCLOSURES

 

None

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

31.1	Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

  

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	3PEA INTERNATIONAL, INC.
Date: November 13, 2014	/s/ Mark Newcomer
	By: Mark Newcomer, Chief Executive Officer (principal executive officer)
Date: November 13, 2014	/s/ Arthur De Joya
	By: Arthur De Joya, Chief Financial Officer (principal financial and accounting officer)