What changed in this filing

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Item 1. Business

2022-03-17 compared with 2021-03-30 · 85 added, 61 removed, 228 unchanged (39% of the section changed)

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to Usio, Inc.

Our principal offices are located at 3611 Paesanos Parkway, Suite 300, San Antonio, TX 78231.

Our principal offices are located at 3611 Paesanos Parkway, Suite 300, San Antonio, TX 78231.

Our telephone number is (210) 249-4100.

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We also offer prepaid cards to consumers for use as a tool to stay on budget, manage allowances and share money with family and friends.

Usio Card platform supports Apple Pay®, Samsung Pay™ and Google Pay™.

Usio Card platform supports Apple Pay®, Samsung Pay™

and Google Pay™.

Our PIN-less debit product allows merchants to debit and credit accounts in real-time.

In our over 20-year history, we have created a loyal customer base that relies on us for our convenient, secure, innovative and adaptive services and technology, and we have built long-standing and valuable relationships with premier banking institutions such as Fifth-Third Bank, Sunrise Bank, and Wells Fargo Bank.

Through our Akimbo Now technology we offer a comprehensive money disbursement platform that allows businesses to pay their contractors, employees, or other recipients by choosing between a prepaid debit Mastercard, real-time deposit to a checking account, traditional ACH, direct deposit or paper check.

Through the acquisition, we acquired new customers and their sales force.

Through our Akimbo Now technology we offer a comprehensive money disbursement platform that allows businesses to pay their contractors, employees, or other recipients by choosing between a prepaid debit Mastercard, real-time deposit to a checking account, traditional ACH, direct deposit or paper check.

With the acquisition of the assets of Information Management Solutions, LLC in December 2020, we now offer additional services relating to electronic bill presentment, document composition, document decomposition and printing and mailing services serving hundreds of customers representing a wide range of industry verticals, including utilities and financial institutions.  This product offering provides an outsourced solution for document design, print and electronic delivery to potential customers and entities looking to reduce postage costs and increase efficiencies.

We provide integrated electronic payment processing services to merchants and businesses, including credit and debit card-based processing services and transaction processing via the ACH network.

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Our ACH processing services enable merchants or businesses to both disburse and collect funds electronically using e-checks instead of traditional paper checks.

An e-check is an electronic debit to a bank checking account that is initiated at the point-of-sale, on the Internet, over the telephone, or via a bill payment sent through the mail.

An e-check is an electronic debit to a bank checking account that is initiated at the point-of-sale, on the Internet, over the telephone, or via a bill payment sent through the mail via a physical check.

E-checks are processed using the ACH network.

We are one of seven companies that hold the prestigious NACHA certification for Third-Party Senders, and were the second company to receive the certification.

Our card-based processing services enable merchants to process both traditional card-present, or "swipe" transactions, as well as card-not-present transactions.

We are one of ten companies that hold the prestigious NACHA certification for Third-Party Senders and were the second company to receive the certification and are the most tenured to hold the certification.

Our card-based processing services enable merchants to process both traditional card-present, tap-and-pay, or "swipe" transactions, as well as card-not-present transactions.

A traditional card-present transaction occurs whenever a card holder physically presents a credit or debit card to a merchant at the point-of-sale.

A card-not-present transaction occurs whenever the customer does not physically present a payment card at the point-of-sale and may occur over the Internet, mail, fax or telephone.

A tap-and-pay transaction occurs whenever a consumer taps their phone on a physical terminal utilizing third party wallet services like Apple Pay®, Samsung Pay™

and Google Pay™.

Our strategy is to drive growth through a leveraged, one to many, distribution model in the software development marketplace.

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Our electronic payment processing may take place in a variety of forms and situations.

For example, our capabilities allow merchants to convert a paper check to an e-check or receive card authorization at the point-of-sale, allow our merchants’ respective customer service representatives to take e-check or card payments from their consumers by telephone, and to enable their consumers to make e-check or card payments directly through the use of a website or by calling an interactive voice response telephone system.

For example, our capabilities allow merchants to convert a paper check to an e-check or receive card authorization at the point-of-sale, allow our merchants’

respective customer service representatives to take e-check or card payments from their consumers by telephone, and to enable their consumers to make e-check or card payments directly through the use of a website or by calling an interactive voice response telephone system.

FiCentive, Inc.

We provide prepaid card issuance services for corporate clients and consumers through our wholly owned subsidiary, FiCentive, Inc.

We develop and manage a variety of Mastercard-branded prepaid card program types, including consumer reloadable, consumer gift, incentive, promotional, general disbursement and corporate expense cards.

We develop and manage a variety of Mastercard-branded prepaid card program types, including consumer reloadable, consumer gift, incentive, promotional, general and government disbursement and corporate expense cards.

Through our December 2014 acquisition of the assets of Akimbo Financial, Inc., we also added a highly talented technical staff of industry subject matter experts and an innovative cardholder service platform including cardholder web and mobile applications.

These cardholder web and mobile applications have been fully integrated into FiCentive’s prepaid card core processor, and now support all program types and brands offered by FiCentive and its clients.

Output Solutions :

On December 15, 2020, we acquired the assets of Information Management Solutions, LLC ("IMS") in the business of electronic bill presentment, document composition, document decomposition and printing and mailing services serving hundreds of customers representing a wide range of industry verticals, including utilities and financial institutions.

Through the acquisition, we acquired new customers and their sales force.

Output Solutions : 

On December 15, 2020, we acquired the assets of Information Management Solutions, LLC ("IMS") in the business of electronic bill presentment, document composition, document decomposition and printing and mailing services serving hundreds of customers representing a wide range of industry verticals, including utilities and financial institutions.  Through the acquisition, we acquired new customers and their sales force.

We bought an existing portfolio of customers with a significant revenue stream.

This acquisition increased our ability to grow new revenue streams and allows us to reenter the electronic bill presentment and payment revenue stream.

The success of the IMS will continue to depend on our ability to realize the anticipated growth opportunities.

We cannot assure you that we will be able to realize the anticipated growth opportunities.

Our websites are www.usio.com, www.singularpayments.com, www.payfacinabox.com, www.singularbillpay.com, www.ficentive.com, www.akimbocard.com, and www.usiooutput.com.

The first full year of operations from the Output Solutions unit achieved $14.8 million in top line revenue in 2021, exceeding expectations.

The success of this new business line will continue to depend on our ability to realize the anticipated growth opportunities and we cannot provide any assurance that we will be able to realize these opportunities.

Our websites are www.usio.com, www.payfacinabox.com, www.ficentive.com, www.akimbocard.com, and www.usiooutput.com.

Information contained on our websites does not constitute part of this annual report.

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In the United States, the use of non-paper-based forms of payment, such as credit and debit cards, has risen steadily over the past several years.

According to the 2019 Federal Reserve Payments Study (issued every three years), the estimated number of non-cash payments continue to increase at accelerated rates.

According to the triennial 2019 Federal Reserve Payments Study, or FRPS, as updated through January 14, 2022, the estimated number of non-cash payments continue to increase at accelerated rates.

The FRPS reflects the effects of the COVID-19 pandemic.

The number of core non-cash payments, comprising debit card, credit card, ACH, and check payments, reached 174.2 billion in 2018, an increase of 30.6 billion from 2015.

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ACH payments exhibited accelerating growth, increasing 6.0% by number and 7.2% by value from 2015 to 2018.

During the COVID-19 pandemic the share of ACH grew even further, outpacing card and check who declined in value from 2019 to 2020.

From 2019 to 2020, ACH grew by 1.38% by number and 2.45% by value.

In 2018, for the first time, the number of ACH payments (16.6 billion) exceeded the number of check payments (14.5 billion).

In 2000, in contrast, the number of ACH payments was 2.1 billion compared to 42.6 billion check payments.

In 2020, card payments were the most used method of noncash payments by number, exceeding ACH and check, whereas by value, ACH exceeds card and check.

Card payments continued to show robust growth from 2015 to 2018, collectively increasing 8.9% per year by number and 8.6% by value up from the 6.8% yearly rate of increase in the 2012 to 2015.

The total number of card payments declined from 2019 to 2020 for the first time since the number of card payments has been recorded by the FRPS., driven by a decline of in-person card payments.

Some of the decline of in-person card payments was offset by remote payments late in 2020.

Since 2015, total card payments - the sum of credit card, non-prepaid debit card and prepaid debit card payments - increased 29.7 billion to reach 131.2 billion payments by number and increased $1.56 trillion to reach $7.08 trillion by value in 2018.

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Chip authenticated payments accounted for more than half of the value of in-person general-purpose card payments in 2018, compared with 2.0% in 2015.

From 2019 to 2020 innovative payment methods grew in popularity, such as contactless card, digital wallet, and P2P payments.

Figure 1 (below) illustrates the overall growth in key non-cash metrics since the Federal Reserve Payments Study was first reported for the year 2000 and reflects the acceleration of growth in recent years.

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We believe the increasing usage of smart phones as an instrument of payment will also create further opportunities for us in the future.

We also believe that contact-less payments like Apple Pay®, Samsung Pay™ and Google Pay™ will increase payment processing opportunities for us.

We also believe that contact-less payments like Apple Pay®, Samsung Pay™

and Google Pay™

will increase payment processing opportunities for us.

Increased Electronic Payment Acceptance by Small Businesses

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Products and Services

All of our service offerings are supported by our systems’ infrastructure that integrates certain proprietary components with processing systems outsourced to third-party providers to offer our customers a flexible and secure payment process.

All of our service offerings are supported by our systems’

infrastructure that integrates certain proprietary components with processing systems outsourced to third-party providers to offer our customers a flexible and secure payment process.

We utilize secure sockets layer architecture so that connections and information are secure from outside inspection.

We also use 128-bit encryption for all electronic transactions that we process to make information unreadable as it passes over the Internet.

Our systems’ infrastructure allows us to work with our customers to build a customized electronic payment service offering tailored to the customer's specific needs.

Our systems’

infrastructure allows us to work with our customers to build a customized electronic payment service offering tailored to the customer's specific needs.

We have designed and implemented our integrated payment systems to function as gateways between our customers and our third-party processing providers.

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All confidential data stored within and outside the data warehouse is fully encrypted.

We outsource our ACH transaction processing and card-based transaction processing to third-party providers.

Our card-based processing system is capable of connecting with all of the major card-based processors in the United States.

We outsource parts of our card-based transaction processing to third-party providers.

Our card-based processing system can connect and communicate with all of the major card-based processors in the United States.

Payment Processing.

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In addition, we offer an Interactive Voice Response telephone system to companies that accept payments directly from consumers over the telephone using e-checks or credit cards.

Significant innovations to our payment systems have included launching a brand new client facing web application that allows customers to more easily manage their payments;

an Apple® iOS Software Development Kit, or SDK, that enables developers to easily integrate payment acceptance into their applications;

and a new PINless debit service that allows merchants to debit and credit accounts in real time.

Significant innovations to our payment systems have included launching a client facing web application that allows customers to more easily manage their payments;

an Apple®

iOS Software Development Kit, or SDK, that enables developers to easily integrate payment acceptance into their applications;

and PINless debit service that allows merchants to debit and credit accounts in real time.

In 2019, our platform expanded to include remotely created check, or RCC, processing.

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It reduces the chances of fraud by validating account information upfront and is compliant with the Uniform Commercial Code, Regulation CC, Regulation J and the Check 21 Act.

In 2020 (and into 2021), we are transitioning from a traditional data center to a cloud provider.

The transition provides greater speed and capacity, allowing the Company to process transactions faster per second.

We developed process improvements with a focus on new tools designed to grow sales while improving our internal reporting capabilities.

On the client facing front, we developed enhancements to our hosted payment pages, enrollment and onboarding tools for resellers and monthly reporting and new transaction reporting.

For ACH processing, we developed our direct connection terminal into the FED.

Through this direct connection terminal, we control the entire data flow and allows a later window for data transmission.

Largely due to our NACHA certification, we obtained a sponsoring bank and implemented a direct connection into the Fed ACH system and the sole use of a bank routing number.

This connection allows us to lower overall processing costs, offer later cut off times, speed up the boarding process for merchants, and increase oversight into our ACH processing traffic.

In 2021 and into early 2022, we transitioned from a traditional data center to a cloud provider.

This transition provides greater speed and capacity, allowing us to process transactions faster per second.

We continue to develop process improvements with a focus on new tools designed to grow sales while improving our internal reporting capabilities.

On the client facing front, we continue to develop enhancements to our hosted payment pages, enrollment and onboarding tools for resellers and monthly reporting and new transaction reporting.

Largely due to our NACHA certification and significant volume of transactions, we obtained a sponsoring bank and implemented a direct connection into the Fed ACH system and the sole use of a bank routing number.

Through this direct connection terminal, we control the entire data flow. This connection allows us to lower overall processing costs, offer later cut off times, speed up the boarding process for merchants, and increase oversight into our ACH processing traffic.

We will continue to enhance our service offerings to meet customer demands as they arise.

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These consumer card programs work as bank account alternatives or companion cards used for household budgets and allowances.

Our card issuance platform is integrated to Mastercard’s Digital Enablement Services, or MDES, enabling full control of card provisioning to all popular mobile wallets, including Apple Pay®, Google Pay™ and Samsung Pay™.

and Samsung Pay™.

This integration has allowed our platform to offer several unique features to both cardholders and our corporate clients, including in-app provisioning, customized mobile wallet branding, and the real-time delivery of and access to the digital card prior to the receipt of the corresponding physical card.

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In addition, the platform and the current size of our organization enables us to prototype and deploy custom solutions much quicker than the competition.

This is highlighted by the fact that several large / Fortune 500 tech and payments companies currently use our platform for research and developments purposes.

This is highlighted by the fact that several large / Fortune 500 tech, municipalities, and payments companies currently use our platform for research and developments purposes.

Output Solutions .

Through the acquisition, we acquired new customers and their sales force.

With the acquisition of the assets of Information Management Solutions, LLC in December 2020, we now offer additional services relating to electronic bill presentment, document composition, document decomposition and printing and mailing services serving hundreds of customers representing a wide range of industry verticals, including utilities and financial institutions. Output Solutions provides printing and mailing services to utilities, healthcare providers, credit unions, banks, governmental agencies, and manufacturing and other customers that have high volume billing and printing needs.

We provide full color digital printing services, producing statements, checks, notices, postcards, envelopes, newsletters, and other items.

We utilize the latest technology inkjet printers and print 2-up on rolls of paper that are over 17 miles long, producing up to 58,800 full-color images per hour.

In 2021 we became a seamless mailer with the USPS.

This allows us to drop mailings 24 hours a day, 2 days per week.

Relationships with Sponsors and Processors

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For the ODFI portion of our ACH business, we have entered into agreements with the Fifth Third Bank, North American Banking Company, or NABC, Evolve Bank & Trust, Metropolitan Commercial Bank and TransPecos Banks.

We are financially liable for all fees, fines, charge backs and losses related to our ACH processing merchant customers.

We are financially liable for all fees, fines, chargebacks, and losses related to our ACH processing merchant customers.

We may also require cash deposits and other types of collateral from certain merchants to mitigate any such risk.

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Under our processing agreement with TriSource Solutions and Vantiv, we are financially liable for all fees, fines, chargebacks and losses related to our card processing merchant customers.

Under our processing agreement with Global Payments, Inc., we are not financially liable for all fees, charge-backs and losses related to our card processing merchant customers, but we are liable for potential card association fines.

Under our processing agreement with Global Payments, Inc., we are not financially liable for all fees, chargebacks and losses related to our card processing merchant customers, but we are liable for potential card association fines.

If, due to insolvency or bankruptcy of our merchant customers, or for another reason, we are unable to collect from our merchant customers amounts that have been refunded to the cardholders because the cardholders properly initiated a charge-back transaction to reverse the credit card charges, we must bear the credit risk for the full amount of the card holder transaction.

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We may also require cash deposits and other types of collateral from certain merchants to mitigate any such risk.

We maintain a reserve for losses resulting from card processing and related charge-backs.

We estimate our potential loss for charge-backs by performing a historical analysis of our charge-back loss experience with similar merchants and considering other factors that could affect that experience in the future, such as the types of card transactions processed and nature of the merchant relationship with their consumers.

We are currently sponsored by Evolve Bank & Trust to access certain regional debit networks.

Through this sponsorship, we created a new service in late 2016 to provide both the issuance of real time credits and debits to a debit card holder via a regional network without using a PIN.

We maintain a reserve for losses resulting from card processing and related chargebacks.

We estimate our potential loss for chargebacks by performing a historical analysis of our charge-back loss experience with similar merchants and considering other factors that could affect that experience in the future, such as the types of card transactions processed and nature of the merchant relationship with their consumers.

We are currently sponsored by Evolve Bank & Trust and CBW Bank to access certain regional debit networks.

Through these sponsorships, we created a new service in late 2016 to provide both the issuance of real time credits and debits to a debit card holder via a regional network without using a PIN.

Regional networks are not affiliated with major credit card associations and operate independently.

Through our sponsorship with Evolve Bank & Trust, we are financially liable for all fees, fines, charge backs and losses related to our PINless debit card processing for our merchant customers.

Through our sponsorship with Evolve Bank & Trust and CBW Bank, we are financially liable for all fees, fines, chargebacks and losses related to our PINless debit card processing for our merchant customers.

We may also require cash deposits and other types of collateral from certain merchants to mitigate any such risk.

The banking sponsor and each of the regional debit networks have the ability to terminate our access or anyone of our merchant’s access to process payments without notice.

If either case occurs, our revenue could be negatively affected.

In January 2018, our old sponsor, Pueblo Bank and Trust, terminated their relationship with our gateway provider and as a result we stopped processing PINless debit transactions for a short period of time.

We secured a relationship with Evolve Bank & Trust and have resumed processing PINless debit transactions.

We are in the process of securing a second bank sponsor that will provide access for additional merchant networks.

We secured a relationship with Evolve Bank & Trust and have resumed processing PINless debit transactions and subsequently secured a sponsoring relationship in 2021 with CBW Bank.

We maintain an allowance for estimated losses resulting from the inability or failure of our merchant customers to make required payments for fees charged by us.

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As a part of this major initiative, we will continue to analyze our sales and marketing efforts to optimize productivity, increase sales force effectiveness, broaden our reach through reseller initiatives and advantageous alliances and effectively optimize sales and marketing expenses while meeting our revenue and profit objectives.

Through the acquisition, we acquired new customers and their sales force and the ability to cross-sell existing service offerings to IMS customers and new Output Solutions services to existing Usio customers.

With the acquisition of the assets of Information Management Solutions, LLC in December 2020, we now offer additional services relating to electronic bill presentment, document composition, document decomposition and printing and mailing services serving hundreds of customers representing a wide range of industry verticals, including utilities and financial institutions.  Through the acquisition, we acquired new customers and their sales force and the ability to cross-sell existing service offerings to IMS customers and new Output Solutions services to existing Usio customers.

Our customers are merchants and businesses that use our Automated Clearing House and/or card-based processing services in order to provide their consumers with the ability to pay for goods and services without having to use cash or a paper check.

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Most of our merchant customers have signed long-term contracts, generally with three-year terms, that provide for volume-based transaction fees.

Our merchant accounts increased 30% to 4,984 customers at December 31, 2020 from 3,830 customers at December 31, 2019 .

Our merchant accounts increased 1% to 5,039 customers at December 31, 2021 from 4,984 customers at December 31, 2020.

Our customers are geographically dispersed throughout the United States.

No customer accounted for more than 10% of revenues in 2020 or 2019 .

No customer accounted for more than 10% of revenues in 2021 or 2020.

The payment processing industry is highly competitive.

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Our prepaid card offerings are competitive due to our proprietary systems and our ability to create and establish corporate-branded card programs in shorter time frames than our competitors.

We also believe that our ten years of prepaid industry experience in processing and managing prepaid card programs is a competitive advantage over many of our competitors.

We believe our connectivity and the ability to process via the contact-less networks of Apple Pay®, Samsung Pay™ and Google Pay™ are competitive advantages.

We also believe that our ten plus years of prepaid industry experience in processing and managing prepaid card programs is a competitive advantage over many of our competitors.

We believe our connectivity and the ability to process via the contact-less networks of Apple Pay®, Samsung Pay™

and Google Pay™

are competitive advantages.

We also believe that the Akimbo mobile application technology and advanced card holder websites provide a competitive advantage in securing both consumers and business clients that have a need for a card program for their customer base.

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Trademarks and Domain Names

We own federally registered trademarks on the marks “Payment Data Systems, Inc.,” “Akimbo,” “FiCentive Innovations in Prepaid Card Solutions,” “Don’t change your bank, just your card” and “ZBILL” and their respective designs.

Some of our material websites are www.usio.com, www.singularpayments.com, www.payfacinabox.com, www.singularbillpay.com, www.ficentive.com, www.akimbocard.com, and www.usiooutput.com.

We own federally registered trademarks on the marks “Usio,”

“Payment Data Systems, Inc.,”

“Akimbo,”

“FiCentive Innovations in Prepaid Card Solutions,”

“Don’t change your bank, just your card”

and “ZBILL”

and their respective designs.

Some of our material websites are www.usio.com, www.payfacinabox.com, www.ficentive.com, www.akimbocard.com, and www.usiooutput.com. 

We rely on a combination of copyright, trademark and trade secret laws, employee and third-party nondisclosure agreements, and other intellectual property protection methods to protect our services and related products.

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These rules clarify the regulatory prepaid landscape for consumer access to disclosures, fees and statements, error resolution, limited liability and overdrafts.

Additionally, the Durbin Amendment to the Dodd-Frank Act provided that interchange fees that a card issuer or payment network receives or charges for debit transactions will now be regulated by the Federal Reserve and must be “reasonable and proportional” to the cost incurred by the card issuer in authorizing, clearing and settling the transaction.

to the cost incurred by the card issuer in authorizing, clearing and settling the transaction.

In addition, the Durbin Amendment contains prohibitions on network exclusivity and merchant routing restrictions.

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This is because neither a sole proprietorship nor an unincorporated association is a separate legal entity from the associated individual(s), and therefore beneficial ownership is not inherently obscured.

The CDD Rule does not rely on the tax-exempt status of an entity as described in the Internal Revenue Code “IRC”.

All nonprofit entities-whether or not tax-exempt-that are established as a nonprofit, or non-stock corporation, or similar entity that has been validly organized with the proper State authority are excluded from the ownership/equity prong of the requirement because nonprofit entities generally do not have ownership interests.

As of May 2018, we are required to collect and verify beneficial owners holding equal to or greater than 25% equity interest based on rules promulgated by FinCEN.

We are also subject to certain economic and trade sanctions programs that are administered by the Treasury Department’s Office of Foreign Assets Control, or OFAC, that prohibit or restrict transactions to or from or dealings with specified countries, their governments and, in certain circumstances, their nationals, narcotics traffickers, and terrorists or terrorist organizations.

Similar anti-money laundering, counter terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified on lists maintained by organizations similar to OFAC in several other countries and which may impose specific data retention obligations or prohibitions on intermediaries in the payment process.

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As regulations evolve, or change, we may be required to obtain state licenses to expand our distribution network for prepaid cards, which licenses we may not be able to obtain.

Furthermore, the CARD Act and the Federal Reserve’s Regulation E impose requirements on general-use prepaid cards, store gift cards and electronic gift certificates.

These laws and regulations are evolving, unclear and sometimes inconsistent and subject to judicial and regulatory challenge and interpretation, and therefore the extent to which these laws and rules have application to, and their impact on, us, financial institutions, merchants or others is in flux.

At this time, we are unable to determine the impact that the clarification of these laws and their future interpretations, as well as new laws, may have on us, financial institutions, merchants or others in a number of jurisdictions.

Prepaid services may also be subject to the rules and regulations of Visa®, Mastercard® and other payment networks with which we and the card issuers do business.

Prepaid services may also be subject to the rules and regulations of Visa®, Mastercard®

and other payment networks with which we and the card issuers do business.

The programs in place to process these products generally may be modified by the payment networks at their discretion and such modifications could also impact us, financial institutions, merchants and others.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business