1 unchanged sentence
CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
65 unchanged sentences
Preferred stock, $ 0.01 par value, 10,000,000 shares authorized;
−Removed: - 0 - shares outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively
+Added: - 0 - shares outstanding at June 30, 2025 (unaudited) and December 31, 2024, respectively
Common stock, $ 0.001 par value, 200,000,000 shares authorized;
−Removed: 30,038,355 and 29,902,415 issued, and 26,527,906 and 26,609,651 outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively
+Added: 30,235,512 and 29,902,415 issued, and 26,475,698 and 26,609,651 outstanding at June 30, 2025 (unaudited) and December 31, 2024, respectively
30,235 198,317
2 unchanged sentences
Treasury stock, at cost;
−Removed: 3,510,449 and 3,292,764 shares at March 31, 2025 (unaudited) and December 31, 2024, respectively
+Added: 3,759,814 and 3,292,764 shares at June 30, 2025 (unaudited) and December 31, 2024, respectively
( 6,478,890 ) ( 5,770,592 )
9 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
$ 19,960,990 $ 20,079,888 $ 41,970,040 $ 41,050,274
2 unchanged sentences
5,140,069 4,799,814 9,949,212 9,653,509
−Removed: Selling, general and administrative expenses:
+Added: Operating expenses:
Stock-based compensation
3 unchanged sentences
464,599 547,849 960,369 1,124,003
−Removed: Total selling, general and administrative
+Added: Total operating expenses
5,537,039 5,008,755 10,585,766 10,144,407
4 unchanged sentences
110,908 107,270 189,919 222,624
+Added: — 261,413 — 261,413
Interest expense
2 unchanged sentences
99,173 354,433 166,341 456,202
−Removed: (Loss) before income taxes
+Added: Income (loss) before income taxes
( 297,797 ) 145,492 ( 470,213 ) ( 34,696 )
3 unchanged sentences
68,857 70,000 131,411 140,000
+Added: Net income (loss)
$ ( 366,654 ) $ 75,492 $ ( 601,624 ) $ ( 174,696 )
−Removed: Basic (loss) per common share:
+Added: Basic income (loss) per common share:
$ ( 0.01 ) $ 0.00 $ ( 0.02 ) $ ( 0.01 )
−Removed: Diluted (loss) per common share:
+Added: Diluted income (loss) per common share:
$ ( 0.01 ) $ 0.00 $ ( 0.02 ) $ ( 0.01 )
4 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Operating activities:
1 unchanged sentence
Adjustments to reconcile net (loss) to net cash provided by operating activities:
−Removed: 277,773 358,187
+Added: Depreciation & Amortization
960,369 1,124,003
23 unchanged sentences
( 73,925 ) ( 53,892 )
+Added: Capitalized labor for internal use software
+Added: ( 673,242 ) ( 401,165 )
Net cash (used in) investing activities
4 unchanged sentences
Proceeds from issuance of common stock
+Added: 41,496 10,510
Purchases of treasury stock
2 unchanged sentences
3,202,631 2,701,326
−Removed: Net cash provided by (used in) financing activities
+Added: Net cash provided by financing activities
2,463,501 2,525,199
8 unchanged sentences
$ 23,578 $ 27,835
+Added: Non-cash financing activity:
Issuance of deferred stock compensation
The reconciliation of cash and cash equivalents to cash, cash equivalents, prepaid card load assets, customer deposits and merchant reserves is as follows for each period presented:
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
Beginning cash, cash equivalents, settlement processing assets, prepaid card load assets, customer deposits and merchant reserves:
Cash and cash equivalents
+Added: $ 8,718,247 $ 7,053,812 $ 8,056,891 $ 7,155,687
Settlement processing assets
+Added: 62,151,877 41,030,860 47,104,006 44,899,603
Prepaid card load assets
+Added: 14,553,939 28,698,878 25,648,688 31,578,973
Customer deposits
+Added: 1,907,169 1,808,263 1,918,805 1,865,731
Merchant reserves
+Added: 4,925,101 5,322,095 4,890,101 5,310,095
+Added: $ 92,256,333 $ 83,913,908 $ 87,618,491 $ 90,810,089
Ending cash, cash equivalents, settlement processing assets, prepaid card load assets, customer deposits and merchant reserves:
Cash and cash equivalents
+Added: $ 7,506,411 $ 7,498,256 $ 7,506,411 $ 7,498,256
Settlement processing assets
+Added: 62,891,265 51,122,984 62,891,265 51,122,984
Prepaid card load assets
+Added: 13,064,060 28,056,918 13,064,060 28,056,918
Customer deposits
+Added: 1,988,314 1,808,006 1,988,314 1,808,006
Merchant reserves
+Added: 4,995,101 4,851,839 4,995,101 4,851,839
+Added: $ 90,445,151 $ 93,338,003 $ 90,445,151 $ 93,338,003
See the accompanying notes to the condensed interim consolidated financial statements.
12 unchanged sentences
— — — — 273,658 — 273,658
−Removed: Purchase of treasury stock costs
+Added: Purchase of treasury stock, at costs
— — — ( 351,640 ) — — ( 351,640 )
3 unchanged sentences
30,038,355 $ 30,038 $ 99,992,655 $ ( 6,122,232 ) $ ( 6,640,905 ) $ ( 68,267,626 ) $ 18,991,930
+Added: Issuance of common stock under equity incentive plan
+Added: 176,622 177 160,420 — — — 160,597
+Added: Issuance of common stock under employee stock purchase plan
+Added: 20,535 20 29,958 — — — 29,978
+Added: Reversal of deferred compensation amortization that did not vest
+Added: — — — — — — —
+Added: Deferred compensation amortization
+Added: — — — — 273,658 — 273,658
+Added: Purchase of treasury stock, at costs
+Added: — — — ( 356,658 ) — — ( 356,658 )
+Added: Net (loss) for the period
+Added: — — — — — ( 366,654 ) ( 366,654 )
+Added: Balance at June 30, 2025
+Added: 30,235,512 $ 30,235 $ 100,183,033 $ ( 6,478,890 ) $ ( 6,367,247 ) $ ( 68,634,280 ) $ 18,732,851
Balance at December 31, 2023
4 unchanged sentences
— — — — 346,047 — 346,047
−Removed: Purchase of treasury stock costs
+Added: Purchase of treasury stock, at costs
— — — ( 44,823 ) — — ( 44,823 )
3 unchanged sentences
28,779,206 $ 197,194 $ 97,632,948 $ ( 4,406,973 ) $ ( 6,561,728 ) $ ( 71,588,341 ) $ 15,273,100
+Added: Issuance of common stock under equity incentive plan
+Added: 994,049 994 1,610,320 — ( 1,497,300 ) — 114,014
+Added: Issuance of common stock under employee stock purchase plan
+Added: 6,180 6 10,504 — — — 10,510
+Added: Reversal of deferred compensation amortization that did not vest
+Added: ( 15,000 ) ( 15 ) ( 31,305 ) — 31,320 — —
+Added: Deferred compensation amortization
+Added: — — — — 346,048 — 346,048
+Added: Purchase of treasury stock, at costs
+Added: — — — ( 104,946 ) — — ( 104,946 )
+Added: Net income for the period
+Added: — — — — — 75,492 75,492
+Added: Balance at June 30, 2024
+Added: 29,764,435 $ 198,179 $ 99,222,467 $ ( 4,511,919 ) $ ( 7,681,660 ) $ ( 71,512,849 ) $ 15,714,218
See the accompanying notes to the condensed interim consolidated financial statements.
7 unchanged sentences
Results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.
−Removed: References in this quarterly report to "the quarter" or the "first quarter" mean the three month period ended March 31, 2025 or 2024 , as the case may be and unless otherwise noted.
+Added: References in this quarterly report to "the quarter" or the "second quarter" mean the three month period ended June 30, 2025 or 2024 , as the case may be and unless otherwise noted.
Change in Accounting Policy:
On December 31, 2024, we changed our policy for cash flows presentation purposes to include settlement processing assets as cash and cash equivalents consistent with the accounting treatment for other forms of cash assets held for customers and controlled by the Company.
−Removed: Additionally, we changed the presentation for prepaid card load obligations on the statement of cash flows from an operating activity to a financing activity.
+Added: Additionally, we changed the presentation for prepaid card load obligations on the statement of cash flows from an operating activity to a financing activity, and the amount is now characterized within "assets held for customers".
Per Accounting Standards Codification 230 and related interpretations, funds held on behalf of others can be reported as either operating activities or financing activities within the statement of cash flows depending on the obligations surrounding the funds being held.
1 unchanged sentence
Accordingly, this change in presentation is accounted for retrospectively, with each comparable period being revised to reflect the new change in presentation.
−Removed: As a result of the change in presentation of prepaid card load obligations to be included as a component of assets held for customers, operating cash flows for the three months ended March 31, 2024 were increased by $ 2.9 million with a corresponding decrease in assets held for customers reflected as a financing activity.
−Removed: The election to include settlement processing assets as part of cash and cash equivalents further decreased assets held for customers by an additional $ 3.9 million.
−Removed: This policy change had no effect on working capital, total assets, total liabilities, total equity or net loss as of and for the period ended March 31, 2024.
+Added: As a result of the retrospective change in presentation of prepaid card load obligations to be included as a component of assets held for customers, operating cash flows for the six months ended June 30, 2024 were increased by $ 3.5 million with a corresponding decrease in assets held for customers reflected as a financing activity.
+Added: The election to include settlement processing assets as part of cash and cash equivalents increased assets held for customers by $ 6.2 million.
+Added: This policy change had no effect on working capital, total assets, total liabilities, total equity or net loss as of, and for the six months ended June 30, 2025 .
Use of Estimates:
−Removed: The preparation of financial statements in conformity with U.S.
−Removed: 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 financial statements and the reported amounts of revenues and expenses during the reporting period.
+Added: The preparation of financial statements in conformity with GAAP 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 financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
−Removed: Accounting for Income Taxes:
−Removed: Our annual tax rate is based on our income, statutory tax rates, and available tax planning opportunities.
−Removed: Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authority.
−Removed: Significant judgement is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties.
−Removed: We review our tax positions yearly and adjust the balances as new information becomes available.
−Removed: Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.
−Removed: Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards.
−Removed: We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies.
−Removed: These rely heavily on estimates that are based on a number of factors, including historical data, and business forecasts.
−Removed: To the extent deferred tax assets are not expected to be realized, we record a valuation allowance.
−Removed: We recognize and measure uncertain tax positions in accordance with GAAP, pursuant to which we only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities.
−Removed: As with all businesses, the Company’s tax returns are subject to periodic examination.
−Removed: The Company’s federal returns for the past four years remain open to examination.
−Removed: The Company is subject to the Texas franchise tax and Tennessee franchise tax.
−Removed: Management is not aware of any tax positions that would have a significant impact on its financial position.
−Removed: Revenue Recognition:
−Removed: Revenue consists primarily of fees generated through the electronic processing of payment transactions and related services.
−Removed: Revenue is recognized during the period in which the transactions are processed or when the related services are performed.
−Removed: The Company complies with ASC 606 - 10 and reports revenues at gross as a principal versus net as an agent.
−Removed: Although some of the Company's processing agreements vary with respect to specific credit risks, the Company has determined for each agreement that it is acting in the principal role.
−Removed: Merchants may be charged for these processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction.
−Removed: Certain merchant customers are charged a flat fee per transaction, while others may also be charged miscellaneous fees, including fees for chargebacks or returns, monthly minimums, and other miscellaneous services.
−Removed: Revenues derived from electronic processing of credit, debit, and prepaid card transactions that are authorized and captured through third -party networks are reported gross of amounts paid to sponsor banks as well as interchange and assessments paid to credit card associations.
−Removed: Certain card distributors remit payment of fees earned 45 days after the end of the processing period.
−Removed: Prepaid card distributors have payment terms of 30 days following the end of the month.
−Removed: Sales taxes billed are reported directly as a liability to the taxing authority and are not included in revenue.
−Removed: Our wholly-owned subsidiary, Usio Output Solutions, Inc., or Output Solutions, provides bill preparation, presentment and mailing services.
−Removed: Revenue from Output Solutions is recognized when the related services are performed for printing and delivered to the United States Postal Service, or USPS, for postage.
−Removed: We also earn revenues from interest and fees earned on certain assets underlying customer balances.
−Removed: Interest earned on assets directly related to our core business line operations are recorded in the revenue source underlying the associated customer balances.
−Removed: Customer balances held on which the Company earns interest revenues include balances from our Automated Clearing House, or ACH, and complementary services, prepaid card services, and Output Solutions business lines.
−Removed: The following table presents the Company's consolidated revenues by source:
−Removed: Three Months Ended March 31,
−Removed: ACH and complementary services
−Removed: $ 5,044,517 $ 3,881,734
−Removed: 7,878,694 7,560,734
−Removed: Prepaid card services
−Removed: 2,907,451 3,341,224
−Removed: Output Solutions
−Removed: 5,732,867 5,537,923
−Removed: Interest - ACH and complementary services
−Removed: 224,129 211,640
−Removed: Interest - Prepaid card services
−Removed: 182,661 402,741
−Removed: Interest - Output Solutions
−Removed: 38,731 34,390
−Removed: Total revenue
−Removed: $ 22,009,050 $ 20,970,386
Cash and Cash Equivalents:
5 unchanged sentences
Prepaid Card Load Assets:
−Removed: The Company maintains pre-funding accounts for its customers to facilitate prepaid card loads as initiated by our customer.
+Added: The Company maintains pre-funding accounts for its customers to facilitate prepaid card loads as initiated by our customers.
These prepaid card load assets are carried on the Company's balance sheet with a corresponding liability.
12 unchanged sentences
Accounts Receivable/Allowance for Estimated Credit Losses:
−Removed: Accounts receivable are reported as outstanding principal net of an allowance for expected credit losses of $ 324,000 at March 31, 2025 and December 31, 2024 .
+Added: Accounts receivable are reported as outstanding principal net of an allowance for expected credit losses of $ 324,000 at June 30, 2025 and December 31, 2024 .
The Company maintains an allowance for credit losses for estimated losses resulting from the inability or failure of its customers to make required payments.
5 unchanged sentences
Inventory is stated at the lower of cost or net realizable value.
−Removed: At March 31, 2025 and December 31, 2024 , inventory consisted primarily of printing and paper supplies used for Output Solutions.
+Added: At June 30, 2025 and December 31, 2024 , inventory consisted primarily of printing and paper supplies used for our wholly-owned subsidiary, Usio Output Solutions, Inc., or Output Solutions.
Property and Equipment:
7 unchanged sentences
The Company ceases capitalization of such costs no later than the point at which the project is substantially complete and ready for its intended purpose.
−Removed: During the three months ended March 31, 2025 and March 31, 2024 , the Company capitalized software costs of $ 290,650 and $ 115,473 , respectively.
+Added: During the six months ended June 30, 2025 and 2024 , the Company capitalized software costs of $ 608,233 and $ 353,316 , respectively.
Concentration of Credit Risk:
14 unchanged sentences
When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value.
−Removed: No impairment losses were recorded in 2024 or during the three months ended March 31, 2025 .
+Added: No impairment losses were recorded in 2024 or during the six months ended June 30, 2025 .
Management is not aware of any impairment charges that may currently be required;
18 unchanged sentences
Estimates for processing losses are variable based on the volume of transactions processed and could increase or decrease accordingly.
−Removed: At March 31, 2025 and December 31, 2024 , the Company’s reserve for processing losses was $ 541,521 and $ 897,116 , respectively, which is recorded on the Company's balance sheet as an accrued expense, and in the statement of cash flows as a change in accrued expenses.
+Added: At June 30, 2025 and December 31, 2024 , the Company’s reserve for processing losses was $ 725,591 and $ 897,116 , respectively, which is recorded on the Company's balance sheet as an accrued expense, and in the statement of cash flows as a change in accrued expenses.
+Added: Revenue Recognition:
+Added: Revenue (other than for Output Solutions) consists primarily of fees generated through the electronic processing of payment transactions and related services.
+Added: Revenue is recognized during the period in which the transactions are processed or when the related services are performed.
+Added: The Company complies with ASC 606 - 10 and reports revenues at gross as a principal versus net as an agent.
+Added: Although some of the Company's processing agreements vary with respect to specific credit risks, the Company has determined for each agreement that it is acting in the principal role.
+Added: Merchants may be charged for these processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction.
+Added: Certain merchant customers are charged a flat fee per transaction, while others may also be charged miscellaneous fees, including fees for chargebacks or returns, monthly minimums, and other miscellaneous services.
+Added: Revenues derived from electronic processing of credit, debit, and prepaid card transactions that are authorized and captured through third -party networks are reported gross of amounts paid to sponsor banks as well as interchange and assessments paid to credit card associations.
+Added: Certain card distributors remit payment of fees earned 45 days after the end of the processing period.
+Added: Prepaid card distributors have payment terms of 30 days following the end of the month.
+Added: Sales taxes billed are reported directly as a liability to the taxing authority and are not included in revenue.
+Added: Output Solutions provides bill preparation, presentment and mailing services.
+Added: Revenue from Output Solutions is recognized when the related services are performed for printing and delivered to the United States Postal Service, or USPS, for postage.
+Added: We also earn revenues from interest and fees earned on certain assets underlying customer balances.
+Added: Interest earned on assets directly related to our core business line operations are recorded in the revenue source underlying the associated customer balances.
+Added: Customer balances held on which the Company earns interest revenues include balances from our Automated Clearing House, or ACH, and complementary services, prepaid card services, and Output Solutions business lines.
+Added: The following table presents the Company's consolidated revenues by source:
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
+Added: ACH and complementary services
+Added: $ 5,192,224 $ 3,894,330 $ 10,236,741 $ 7,776,064
+Added: 7,045,030 7,261,268 14,923,724 14,822,002
+Added: Prepaid card services
+Added: 2,726,410 3,673,418 5,633,861 7,014,642
+Added: Output Solutions
+Added: 4,642,901 4,686,869 10,375,768 10,224,792
+Added: Interest - ACH and complementary services
+Added: 176,518 190,233 400,647 401,873
+Added: Interest - Prepaid card services
+Added: 134,823 334,624 317,484 737,365
+Added: Interest - Output Solutions
+Added: 43,084 39,146 81,815 73,536
+Added: Total revenue
+Added: $ 19,960,990 $ 20,079,888 $ 41,970,040 $ 41,050,274
Legal Proceedings:
1 unchanged sentence
Litigation is subject to inherent uncertainties, and an adverse result in the legal proceedings disclosed in this quarterly report or other matters that may arise from time to time may harm our business.
+Added: Accounting for Income Taxes:
+Added: Our annual tax rate is based on our income, statutory tax rates, and available tax planning opportunities.
+Added: Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authority.
+Added: Significant judgement is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties.
+Added: We review our tax positions yearly and adjust the balances as new information becomes available.
+Added: Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.
+Added: Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards.
+Added: We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies.
+Added: These rely heavily on estimates that are based on a number of factors, including historical data, and business forecasts.
+Added: To the extent deferred tax assets are not expected to be realized, we record a valuation allowance.
+Added: We recognize and measure uncertain tax positions in accordance with GAAP, pursuant to which we only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities.
+Added: As with all businesses, the Company’s tax returns are subject to periodic examination.
+Added: The Company’s federal returns for the past four years remain open to examination.
+Added: The Company is subject to the Texas franchise tax and Tennessee franchise tax.
+Added: Management is not aware of any tax positions that would have a significant impact on its financial position.
Recently Adopted Accounting Pronouncements :
4 unchanged sentences
The Company leases facilities and office equipment under various operating leases, which generally are expected to be renewed or replaced by other leases.
−Removed: For each of the three months ended March 31, 2025 and 2024 , operating lease expenses totaled $ 150,688 and $ 132,574 , respectively.
+Added: For each of the three months ended June 30, 2025 and 2024 , operating lease expenses totaled $ 151,568 and $ 133,973 , respectively.
+Added: For each of the six months ended June 30, 2024 and 2023, operating lease expenses totaled $ 302,256 and $ 266,105 , respectively.
Accrued Expenses
Accrued expenses consisted of the following balances:
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
15 unchanged sentences
Monthly principal and interest payments were required in the amount of $ 4,902 .
−Removed: Principal payments for the three months ended March 31, 2025 and 2024 were $ 0 and $ 14,312 , respectively, and are reflected on the Company's Condensed Consolidated Statement of Cash Flows.
+Added: Principal payments for the three months ended June 30, 2025 and 2024 were $ 0 .
+Added: Principle payments for the six months ended June 30, 2025 and 2024 were $ 0 and $ 14,312 , respectively, and are reflected on the Company's Condensed Consolidated Statement of Cash Flows.
This loan was paid in full on its maturity date.
2 unchanged sentences
Monthly principal and interest payments are required in the amount of $ 16,017 , with interest only payments required for the first six months of the loan term.
−Removed: Total interest and principal payments on this folder and inserter equipment loan were $ 47,953 for the three months ended March 31, 2025 and $ 13,481 for the three months ended March 31, 2024 .
−Removed: As of March 31, 2025 , the Company maintains an undrawn line of credit and an outstanding letter of credit, both of which were established in connection with a bond required for the Company's appeal of the court’s decision in the KDHM lawsuit.
+Added: Total interest and principal payments on this folder and inserter equipment loan were $ 47,953 for the three months ended June 30, 2025 and $ 36,687 for the three months ended June 30, 2024 .
+Added: Total interest and principal payments on this folder and inserter equipment loan were $ 95,906 for the six months ended June 30, 2025 and $ 50,168 for the six months ended June 30, 2024 .
+Added: As of June 30, 2025 , the Company maintained an undrawn line of credit and an outstanding letter of credit, both of which were established in connection with a bond required for the Company's appeal of the court’s decision in the KDHM lawsuit.
+Added: See "Note 11.
Commitments and Contingencies" for further information.
2 unchanged sentences
The facility was established on May 29, 2024, and matures on June 5, 2026.
−Removed: As of March 31, 2025 , no amounts had been drawn under this line of credit since its origination.
+Added: As of June 30, 2025 , no amounts had been drawn under this line of credit since its origination.
This line of credit was secured to support the bond requirement in the KDHM lawsuit appeal but remains fully available.
Letter of Credit
−Removed: The Company has an irrevocable letter of credit in the amount of $ 474,229 , issued on June 3, 2024, with a maturity date of July 3, 2025.
+Added: The Company has an irrevocable letter of credit in the amount of $ 474,229 , issued on June 3, 2024, with a maturity date of June 3, 2026.
This letter of credit was obtained as part of the bonding requirement for the KDHM lawsuit appeal and has not been drawn upon since its issuance.
−Removed: These credit facilities were arranged to comply with legal requirements related to the Company’s appeal and provide additional liquidity resources if needed.
+Added: These credit facilities were arranged to comply with legal requirements related to the Company’s lawsuit appeal and provide additional liquidity resources if needed.
Management continues to monitor its financial position and believes that existing cash balances, along with these credit facilities, are sufficient to meet operational needs and legal obligations.
−Removed: Future principal payments on current debt arrangements are as follows at March 31, 2025 :
−Removed: Year ended December 31,
−Removed: 2025 (excluding the three months ended March 31, 2025)
+Added: Future principal payments on current debt arrangements are as follows at June 30, 2025 :
+Added: Year ending December 31,
+Added: 2025 (remainder of the year)
Total payments
2 unchanged sentences
On December 15, 2020, the Company issued warrants to purchase 945,599 shares of the Company's common stock with an initial exercise price of $ 4.23 per share, subject to adjustment as provided in the warrant agreement governing the warrants, to Information Management Solutions, LLC d/b/a/ KDHM, LLC ("IMS" or "KDHM") which were issued in connection with our acquisition of substantially all of the assets of IMS in December 2020.
−Removed: IMS's warrants vest and become exercisable annually over three years in three equal tranches beginning on December 15, 2021 and became fully vested on December 15, 2023.
+Added: IMS's warrants became fully vested on December 15, 2023.
Each warrant is exercisable for a period of five years beginning on the date it vests.
6 unchanged sentences
and (v) the volatility was 59.9%.
−Removed: The fair value of the warrants amounted to $ 552,283 and was recorded as an increase in the customer list asset and a corresponding amount to additional paid in capital.
−Removed: The amortization of these warrants, which is included in the total amortization expense of the customer list intangible asset, totaled $ 27,615 in the three months ended March 31, 2025 and 2024 , respectively.
+Added: The fair value of the warrants at the time of issuance amounted to $ 552,283 and was recorded as an increase in the customer list asset and a corresponding amount to additional paid in capital.
+Added: The amortization of these warrants, which is included in the total amortization expense of the customer list intangible asset, totaled $ 27,615 and $ 55,228 in each of the three and six months ended June 30, 2025 and 2024 , respectively.
Net Income (Loss) Per Share
3 unchanged sentences
therefore, unvested restricted stock is considered a participating security for the purpose of calculating EPS.
−Removed: The following is a reconciliation of the numerators and the denominators of the basic and diluted per share computations for net income (loss) for the three months ended March 31, 2025 and March 31, 2024 .
−Removed: Three Months Ended March 31,
−Removed: Numerator for basic and diluted (loss) per share, net (loss) available to common shareholders
+Added: The following is a reconciliation of the numerators and the denominators of the basic and diluted per share computations for net income (loss) for the three and six months ended June 30, 2025 and 2024 .
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
+Added: Numerator for basic and diluted income (loss) per share, net (loss) available to common shareholders
$ ( 366,654 ) $ 75,492 $ ( 601,624 ) $ ( 174,696 )
−Removed: Denominator for basic (loss) per share, weighted average shares outstanding
+Added: Denominator for basic income (loss) per share, weighted average shares outstanding
26,456,411 26,534,407 26,577,052 26,454,848
2 unchanged sentences
26,456,411 26,534,407 26,577,052 26,454,848
−Removed: Basic (loss) per common share
+Added: Basic income (loss) per common share
$ ( 0.01 ) $ 0.00 $ ( 0.02 ) $ ( 0.01 )
−Removed: Diluted (loss) per common share and common share equivalent
+Added: Diluted income (loss) per common share and common share equivalent
$ ( 0.01 ) $ 0.00 $ ( 0.02 ) $ ( 0.01 )
−Removed: The warrants to purchase shares of common stock that were outstanding at March 31, 2025 and March 31, 2024 that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive, are as follows:
−Removed: Three Months Ended March 31,
+Added: The warrants to purchase shares of common stock that were outstanding at June 30, 2025 and 2024 that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive, are as follows:
+Added: Six Months Ended June 30,
Anti-dilutive warrants
5 unchanged sentences
Income tax benefits that meet the “more likely than not” recognition threshold are recognized.
−Removed: The Company has recognized a deferred tax asset of approximately $ 4.6 million recorded net of a valuation allowance of approximately $ 2.7 million.
−Removed: Management considered the realizability of this asset in light of historical operating results and forecasted results, and determined that it was more likely than not that the Company will have taxable income in the future, and elected to decrease the valuation allowance by approximately $ 3.6 million during the third quarter of 2024.
+Added: At June 30, 2025 and December 31, 2024 , the Company had a deferred tax asset of approximately $ 4.6 million net of a valuation allowance of approximately $ 2.7 million.
+Added: Management considered the realizability of this asset in light of historical operating results and forecasted results, and determined that it was more likely than not that the Company will have taxable income in the future sufficient to utilize the deferred tax asset.
The Company reviews the assessment of the deferred tax asset and valuation allowance on an annual basis or more often when events indicate that a change to the valuation allowance may be warranted.
If applicable, the Company would recognize interest expense and penalties related to uncertain tax positions in interest expense.
−Removed: As of March 31, 2025 , the Company had not accrued any interest or penalties related to uncertain tax provisions.
−Removed: At March 31, 2025 , the Company had available net operating loss carryforwards of approximately $ 21.8 million.
+Added: As of June 30, 2025 , the Company had no accrued interest or penalties related to uncertain tax provisions.
+Added: At June 30, 2025 , the Company had available net operating loss carryforwards of approximately $ 21.8 million.
Net operating loss carryforwards ("NOLs") generated during or prior to 2017 are available to offset taxable income of future periods and expire 20 years after the loss was generated.
11 unchanged sentences
1,267,336 2037
−Removed: As of March 31, 2025 , there were NOLs totaling approximately $ 13.0 million that have been generated since 2017 that do not expire, and can be carried forward to future year to offset taxable income.
+Added: As of June 30, 2025 , there were NOLs totaling approximately $ 13.0 million that have been generated since 2017 that do not expire, and can be carried forward to future year to offset taxable income.
The schedule below outlines when the Company's net operating losses for 2018 and later years were generated.
2 unchanged sentences
Related Party Transactions
−Removed: During the three months ended March 31, 2025 and March 31, 2024 , the Company purchased a total of $ 2,003 and $ 0 , respectively, of corporate imprinted sportswear, promotional items, and caps from Angry Pug Sportswear.
−Removed: Louis Hoch, the Company’s Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer, is a 50 % owner of Angry Pug Sportswear LLC.
−Removed: Directors and Officers
−Removed: On March 14, 2025, we withheld 500 shares of our common stock for $ 735 in a private transaction based on the $ 1.47 per share closing price on March 14, 2025 from Michelle Miller, a member of the company’s Board of Directors to cover her share of taxes in connection with equity grants.
−Removed: On February 21, 2025, we withheld 1,186 shares of our common stock for $ 2,028 in a private transaction based on the $ 1.71 per share closing price on February 21, 2025 from Houston Frost, the Company's Senior Vice President, Chief Product Officer, to cover his share of taxes in connection with equity grants.
−Removed: On February 21, 2025, we withheld 1,186 shares of our common stock for $ 2,028 in a private transaction based on the $ 1.71 per share closing price on February 21, 2025 from Greg Carter, the Company's Senior Vice President, Chief Revenue Officer, to cover his share of taxes in connection with equity grants.
−Removed: On February 21, 2025, we withheld 4,911 shares of our common stock for $ 8,399 in a private transaction based on the $ 1.71 per share closing price on February 21, 2025 from Louis Hoch, the Company's Chairman, President, Chief Executive Officer and Chief Operating Officer, to cover his share of taxes in connection with equity grants.
−Removed: On January 31 2025, we withheld 54,460 shares of our common stock for $ 102,385 in a private transaction based on the $ 1.88 per share closing price on January 31, 2025 from Houston Frost, the Company's Senior Vice President, Chief Product Officer, to cover his share of taxes in connection with equity grants.
−Removed: On January 8, 2025, we withheld 355 shares of our common stock for $ 850 in a private transaction based on the $ 2.39 per share closing price on January 8, 2025 from Michael White, the Company's Senior Vice President, Chief Accounting Officer, to cover his share of taxes in connection with equity grants.
−Removed: On December 29, 2024, we withheld 208,615 shares of our common stock for $ 302,492 in a private transaction based on the $ 1.45 per share closing price on December 29, 2024 from Louis Hoch, the Company's Chairman, President, Chief Executive Officer and Chief Operating Officer, to cover his share of taxes in connection with equity grants.
−Removed: On November 18, 2024, we withheld 3,935 shares of our common stock for $ 5,784 in a private transaction based on the $ 1.47 per share closing price on November 18, 2024 from Louis Hoch, the Company's Chairman, President, Chief Executive Officer and Chief Operating Officer, to cover his share of taxes in connection with equity grants.
+Added: During the six months ended June 30, 2025 and 2024 , the Company purchased a total of $ 4,756 and $ 4,402 , respectively, of corporate imprinted sportswear, promotional items, and caps from Angry Pug Sportswear.
+Added: The Company’s Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer, is a 50 % owner of Angry Pug Sportswear LLC.
+Added: Stock Based Compensation
+Added: In the six months ended June 30, 2025 , we withheld 76,397 shares of our common stock for $ 136,036 in private transactions based on an average purchase price of $ 1.78 per share from officers, directors and employees to cover their share of taxes in connection with equity grants.
+Added: In the six months ended June 30, 2024 we withheld 219,536 shares of our common stock for $ 319,244 in private transactions based on an average purchase price of $ 1.45 per share from officers, directors and employees to cover their share of taxes in connection with equity grants.
On June 21, 2024, the Company granted 966,000 shares of restricted common stock with a 10 -year vesting period and 277,200 restricted stock units ("RSUs") with a 3 -year vesting period to officers and employees as a performance bonus at an issue price of $ 1.55 per share.
5 unchanged sentences
Directors included in the RSU grant were Blaise Bender ( 21,000 RSUs), Brad Rollins ( 21,000 RSUs), Ernesto Beyer ( 21,000 RSUs) and Michelle Miller ( 21,000 RSUs).
−Removed: On February 24, 2024, we withheld 2,075 shares of our common stock for $ 3,258 in a private transaction based on the $ 1.57 per share closing price on February 24, 2024 from Tom Jewell, the Company's former Chief Financial Officer, to cover his share of taxes in connection with equity grants.
−Removed: On February 24, 2024, we withheld 4,911 shares of our common stock for $ 7,710 in a private transaction based on the $ 1.57 per share closing price on February 24, 2024 from Louis Hoch, the Company's Chairman, President, Chief Executive Officer and Chief Operating Officer, to cover his share of taxes in connection with equity grants.
+Added: Segment Reporting
+Added: Usio's reportable operating segments are "Output Solutions" and "Merchant Services" and these segments have been selected based on management’s resource allocation and performance assessment in making decisions regarding the Company.
+Added: The following is a description of the segments.
+Added: Output Solutions
+Added: This segment offers 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 of substantially all of the assets of IMS.
+Added: Output Solutions, provides an outsourced solution for document design, print, and electronic delivery to potential customers and entities looking to reduce postage costs and increase efficiencies.
+Added: Merchant Services
+Added: This segment offers integrated electronic payment processing services to merchants and businesses, including credit and debit card-based processing services and electronic funds transfer via the ACH network.
+Added: Additionally, as part of our Prepaid card-based processing services, 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.
+Added: The following tables set forth certain financial information with respect to Usio’s reportable segments for the three months ended June 30, 2025 and 2024 :
+Added: For the Three Months Ended June 30, 2025
+Added: Output Solutions
+Added: Merchant Services
+Added: $ 4,685,985 $ 15,275,005 $ 19,960,990
+Added: Cost of services
+Added: 3,846,854 10,974,067 14,820,921
+Added: $ 839,131 $ 4,300,938 $ 5,140,069
+Added: Depreciation and amortization
+Added: $ 235,547 $ 229,052 $ 464,599
+Added: Capital expenditures
+Added: $ 61,859 $ 1,731 $ 63,590
+Added: Identifiable assets 1
+Added: $ 3,816,153 $ 8,046,699 $ 11,862,852
+Added: For the Three Months Ended June 30, 2024
+Added: Output Solutions
+Added: Merchant Services
+Added: $ 4,726,015 $ 15,353,873 $ 20,079,888
+Added: Cost of services
+Added: 3,790,529 11,489,545 15,280,074
+Added: $ 935,486 $ 3,864,328 $ 4,799,814
+Added: Depreciation and amortization
+Added: $ 342,050 $ 205,799 $ 547,849
+Added: Capital expenditures
+Added: $ — $ 3,464 $ 3,464
+Added: Identifiable assets 1
+Added: $ 4,408,855 $ 8,505,229 $ 12,914,084
+Added: Note to tables:
+Added: Identifiable assets is calculated by summing the balances of accounts receivable, net;
+Added: property and equipment, net;
+Added: operating lease right-of-use lease assets;
+Added: and intangibles, net.
+Added: The following tables set forth certain financial information with respect to Usio’s reportable segments for the six months ended June 30, 2025 and 2024 :
+Added: For the Six Months Ended June 30, 2025
+Added: Output Solutions
+Added: Merchant Services
+Added: $ 10,457,583 $ 31,512,457 $ 41,970,040
+Added: Cost of services
+Added: 8,372,664 23,648,164 32,020,828
+Added: $ 2,084,919 $ 7,864,293 $ 9,949,212
+Added: Depreciation and amortization
+Added: $ 478,175 $ 482,194 $ 960,369
+Added: Capital expenditures
+Added: $ 61,859 $ 12,066 $ 73,925
+Added: Identifiable assets 1
+Added: $ 3,816,153 $ 8,046,699 $ 11,862,852
+Added: For the Six Months Ended June 30, 2024
+Added: Output Solutions
+Added: Merchant Services
+Added: $ 10,298,328 $ 30,751,946 $ 41,050,274
+Added: Cost of services
+Added: 8,355,378 23,041,387 31,396,765
+Added: $ 1,942,950 $ 7,710,559 $ 9,653,509
+Added: Depreciation and amortization
+Added: $ 683,051 $ 440,952 $ 1,124,003
+Added: Capital expenditures
+Added: $ 29,350 $ 24,542 $ 53,892
+Added: Identifiable assets 1
+Added: $ 4,408,855 $ 8,505,229 $ 12,914,084
+Added: Note to tables:
+Added: Identifiable assets is calculated by summing the balances of accounts receivable, net;
+Added: property and equipment, net;
+Added: net right-of-use lease assets;
+Added: and intangibles.
+Added: The following table reconciles segment profit reported above to the loss from operations reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 :
+Added: Three Months Ended June 30,
+Added: Segment Profit
+Added: $ 5,140,069 $ 4,799,814
+Added: Stock-based compensation
+Added: ( 434,255 ) ( 460,061 )
+Added: ( 4,638,185 ) ( 4,000,845 )
+Added: Depreciation and amortization
+Added: ( 464,599 ) ( 547,849 )
+Added: Operating (loss)
+Added: $ ( 396,970 ) $ ( 208,941 )
+Added: Six Months Ended June 30,
+Added: Segment Profit
+Added: $ 9,949,212 $ 9,653,509
+Added: Stock-based compensation
+Added: ( 844,317 ) ( 959,334 )
+Added: ( 8,781,080 ) ( 8,061,070 )
+Added: Depreciation and amortization
+Added: ( 960,369 ) ( 1,124,003 )
+Added: Operating (loss)
+Added: $ ( 636,554 ) $ ( 490,898 )
Commitments and Contingencies
17 unchanged sentences
this motion was heard August 5, 2024.
−Removed: On March 14, 2025 the motion was denied, with proceedings to continue at a date yet to be determined.
−Removed: We have not recorded a contingency in relation to this case, as we consider the risk of loss remote as related to this lawsuit.
+Added: On March 14, 2025 the motion was denied.
+Added: On July 11, 2025, Usio attended a deposition with Kauder and Triple Pay Play in Nashville, Tennessee, with proceedings to continue at a date yet to be determined.
On September 1, 2021, KDHM, LLC, an entity owned by the former owners of IMS, sued PDS Acquisition Corp, now known as Usio Output Solutions, Inc., in the 73rd District Court of Bexar County, Texas claiming a breach of the asset purchase agreement executed by the parties on December 14, 2020.
25 unchanged sentences
The facility was established on May 29, 2024, and matures on June 5, 2026.
−Removed: As of March 31, 2025, no amounts had been drawn under this line of credit since its origination.
+Added: As of June 30, 2025, no amounts had been drawn under this line of credit since its origination.
This line of credit was secured to support the bond requirement in the KDHM lawsuit appeal but remains fully available.
−Removed: The Company also has an irrevocable letter of credit in the amount of $ 474,229 , issued on June 3, 2024, with a maturity date of July 3, 2025.
+Added: The Company also has an irrevocable letter of credit in the amount of $ 474,229 , issued on June 3, 2024, with a maturity date of June 3, 2026.
This letter of credit was obtained as part of the bonding requirement for the KDHM lawsuit appeal and has not been drawn upon since its issuance.
5 unchanged sentences
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.