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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. Item 5.07Submission of Matters to a Vote of Security Holders.On August 4, 2015 (the “Company”)held its 2015 Annual Meeting of Stockholders. At the meeting, 12,447,721 shares were present in person or by proxy, constituting89.6% of the outstanding shares of the Company’s common stock on the July 2, 2015 record date. At the meeting, the Company’sstockholders elected two directors for three-year terms, ratified the Audit Committee’s appointment of Marcum LLP as theCompany’s registered public accounting firm for fiscal year 2015, and approved the adoption of the JetPay Corporation EmployeeStock Purchase Plan. The voting results were as follows:Directors:Votes ForVotesWithheld OrAgainstAbstentionsandBrokerNon-VotesJonathan M.
Lubert10,664,751,065Bipin C. Shah10,665,751,065Ratify appointment of Marcum LLP12,387,9,514Approval of Employee Stock Purchase Plan10,677,751,065Item 8.01.Other Events.Additionally, attached to this CurrentReport, as Exhibit 99.1, is a copy of a PowerPoint presentation that was prepared by management for the Annual Meeting of Stockholders.The PowerPoint presentation will also be available on the Company’s website, www.jetpay.com, under “InvestorRelations”.Item 9.01Financial Statements and Exhibits.( c)Exhibits. Thefollowing exhibits are being filed herewith:99.1PowerPoint Presentation – 2015 Annual StockholdersMeeting. Disclaimer 2 This information is being presented by JetPay Corporation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.
Forward - Looking Statements This presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. JetPay’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward - looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside JetPay’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to, those described under the heading “Risk Factors” in the Company’s latest filed Annual Report on Form 10 - K as amended, for the transition period ending December 31, 2014 and the Company’s Quarterly report on Form 10 - Q for the quarter ended March 31, 2015.
JetPay cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in JetPay’s most recent filings with the Securities and Exchange Commission.
All subsequent written and oral forward - looking statements concerning JetPay or other matters and attributable to JetPay or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. JetPay cautions readers not to place undue reliance upon any forward - looking statements, which speak only as of the date made. JetPay does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Transaction Processing - What We Do ▪ End - to - End Credit and Debit Card Processing ▪ Card Not Present and Card Present ▪ ACH Processing ▪ Mobile Money ▪ Encryption and Tokenization ▪ Account Updater and Transaction Recycler ▪ Virtual Terminal ▪ Simple XML Integration PAYMENTS ▪ Payroll Processing ▪ Payroll Tax Filing ▪ Human Resource Services ▪ Time and Attendance Management ▪ 401K Services ▪ Affordable Care Act Assistance PAYROLL ▪ MAC® Prepaid Visa Card ▪ Gift Cards ▪ Club Cards CARD SERVICES 5. Revenue Drivers ▪ # of transactions ▪ $ Amount of Sales Volume 7 Payments Payroll ▪ # of employees ▪ # of payrolls ▪ Value Added Service $ Key Drivers ▪ Fees -% of the sale amount - Merchant Discount Rate - Fixed fee per transaction Description ▪ Fees - Fixed fee per transaction - Other services based on company size and requirements Payment Processing Revenue Example Visa MasterCard Discover Amex Merchant Acquirer Merchant Processor Payment Network JetPay JetPay Card Issuer & Processor Merchant.
Financial Highlights 10 1Q 2015 Results Revenues of $10.8 million, up 32.7% versus 1Q 2014 – Payments Revenues up 54% versus 1Q 2014 x EBITDA of $1.0 million versus $0.7 million in 1Q 2014 – up 42.5% x Pro - Forma EBITDA of $1.3 million x Net Loss of $0.2 million versus $1.4 million in 1Q 2014 2014 Results Revenues of $33.4 million, up 8% versus 2013 – 4Q 2014 Revenues of $9.8 million up 21% versus 4Q 2013 x EBITDA for 2014 of $1.3 million versus $0.7 million 2013 x Pro - Forma 2014 EBITDA of $3.2 million x Net Loss of $6.9 million, primarily due to non - cash items that ended in 2014. Key Facts 15 Share Statistics Trading Symbol (Nasdaq). JTPY Stock Price ( 7 / 31 / 15 ). 02 Shares Outstanding. 9 M 52 wk Range. 47 12 Month Avg.
3, 423 Warrants / Options. 4 M Fully Diluted Shares ( 2 ). 1 M Insider Ownership ( 3 ).
1% Convertible Preferred Shares. 97, 498 Market Capitalization ( 4 ). 7 M Enterprise Value ( 4 ). 6 M Financials (TTM) ( 1 ) Revenue. 2 M EBITDA.
69 ) (1) As of or for the twelve months ending March 31, 2015 (2) Excludes UPO available to Early Bird Capital and Contingent Consideration (3) Percent of of Public Shares (4) Based on Fully Diluted shares Cap Structure (1) Cash on Hand. 2 M Long Term Debt. 1 M Redeemable Convertible Preferred $ 31. 0 M Shareholder Equity. 4 M Other Full - time Employees.
186 Fiscal Year Ends. Dec 31 Public Accounting Firm. Marcum LLP Website. Com Corporate HQ.
Summary 16 Premier provider of full range of transaction services Positioned to expand product lines through cross selling, organic growth, new products and acquisitions Experienced management team Large fragmented market Capable of producing 20x our current volume Revenues are highly recurring with strong margins Recent transactions show value of technology processors Payroll Processors sold at 2.5x – 4.1x Revenues; 11.0 – 17.7x EBITDA Payment Processors sold at 5.4x – 7.2x Revenues; 10.0x – 31.4x EBITDA. EBITDA and Pro Forma EBITDA 21 Non - GAAP Financial Measures These comments include a discussion of non - GAAP financial measures as defined in Regulation G of the Securities and Exchange Act of 1934, as amended. We report our financial results in compliance with GAAP, but believe that also discussing non - GAAP measures provides in vestors with financial measures it uses in the management of our business. This presentation includes EBITDA and pro forma EBITDA measurem ent s.
We define EBITDA as operating income (loss), before interest, taxes, depreciation, amortization of intangibles, and non - cash change s in the fair value of contingent consideration liability. We define pro forma EBITDA as EBITDA, as defined above, plus certain non - recurring items, including certain legal and professional costs for non - repetitive matters, legal settlement costs, non - cash stock option costs, and non - ca sh losses on the disposal of fixed assets. These measures may not be comparable to similarly titled measures reported by other companies. Mana gem ent uses EBITDA and pro forma EBITDA as indicators of the Company’s operating performance and ability to fund acquisitions, capital ex pen ditures and other investments and, in the absence of refinancing options, to repay debt obligations.
Management believes EBITDA and pro forma EBITDA are helpful to investors in evaluating the Company’s operating performance because non - cash costs and other items that management be lieves are not indicative of its results of operations are excluded. EBITDA and pro forma EBITDA are supplemental non - GAAP measures and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP such as ne t i ncome or income from operations. Non - GAAP financial measures do not reflect a comprehensive system of accounting, may differ from GAAP measures with the same names, and may differ from non - GAAP financial measures with the same or similar names that are used by other companies. (000’s omitted) 2014 2013 2015 2014 Operating income (loss) $ (1,442) $ (1,196) $ 118 $ 43 Change in fair value of contingent consideration liability (10) (690) 11 - Amortization of intangibles 2,379 2,241 768 560 Depreciation 387 387 109 103 EBITDA $ 1,314 $ 742 $ 1,006 $ 706 Professional fees for non-repetitive matters 687 1,709 224 190 Legal settlement costs 603 400 6 - Non-cash stock option costs 356 194 78 80 Non-cash loss on disposal of fixed asset 244 -Pro Forma EBITDA $ 3,204 $ 3,045 $ 1,314 $ 976 Three Months Ended March 31, Years Ended December 31.
Capital Structure 22 March 31, December 31, 2015 2014 Term loan payable to Metro Bank (or “Metro”), interest rate of 4.0% payable in monthly principal payments of $107,143 plus interest, maturing December 28, 2019, collateralized by the assets and equity interests of AD Computer Corporation and Payroll Tax Filing Services, Inc. $ 6,104 $ 6,425 Term loan payable to Metro Bank, interest rate of 5.25% payable in monthly principal payments of $104,167 plus interest, maturing November 7, 2021, collateralized by the assets and equity interests of ACI Merchant Systems, LLC. 7,500 7,500 Unsecured promissory note payable to WLES, interest rate of 5.0% payable quarterly, note principal due on December 31, 2017. Note amount excludes unamortized fair value discount of $511,808 and $552,424 at March 31, 2015 and December 31, 2014, respectively. 1,819 1,779 Unsecured promissory note payable to stockholder, interest rate of 4% payable at maturity, note principal due September 30, 2016. 492 492 Capital lease obligations related to computer equipment at JetPay, LLC, interest rate of 5.55%, due in monthly lease payments of $4,114, maturing in May 2017, collateralized by equipment. 140 154 Various other debt instruments related to vehicles at ADC.
14 16 16,069 16,366 Less current portion (1,884) (1,571) $ 14,185 $ 14,795 (in thousands). Management Team 23 Bipin C.
Shah has been the Chairman of the Board and Chief Executive Officer of the Company since inception. Since the sale of Genpass, Inc. Bancorp in 2005, Mr.
Shah has been a private investor, focusing on opportunities in the payments business. From 2000 to 2005, Mr. Shah was the Chief Executive Officer of Genpass, Inc. Where he led the development of the MoneyPass, a surcharge - free ATM network, as well as a payroll debit card used by several large payroll companies.
From 1992 until its sale to Paymentech in 1996, he was the Chief Executive Officer of Gensar, I nc., a company that specialized in the processing of restaurant debit and credit card transactions. During his tenure at Gensar, Inc., he led dev elo pment of the “Tip Management System” along with other technology enhancements. From 1980 to 1991, Mr. Shah was employed by CoreStates Financial Corp and i ts predecessor, Philadelphia National Bank, ultimately serving as Vice Chairman and Chief Operating Officer.
While at CoreStates, Mr. Shah ov ers aw the acquisitions of seven ATM and point of sale businesses and was active in the development of several products for the financial services indus try ’s payments infrastructure, including the Money Access Center network, the introduction of debit to the point - of - sale, cash - back, and pay - at - the - pump. From 1985 to 1992, Mr. Shah served as a director of VISA USA and VISA INTERNATIONAL.
He has served on the Board of Trustees for Baldwin - Wallace College and the Franklin Institute. Earlier in his career, he was a Senior Vice President at the Federal Reserve Bank of Philadelphia and a Senior Vic e P resident at American Express, as well as the President of Vertex Division of MAI. Shah holds a Bachelor of Arts in Philosophy from Baldwin - Wallace College and a Masters in Philosophy from the University of Pennsylvania. Krzemien has served as the Company’s Chief Financial Officer since February 7, 2013. From 1999 to October, 2012, Mr. Krzemien served a s Chief Financial Officer, Treasurer and Corporate Secretary of Mace Security International, Inc., a publicly traded company th at is a manufacturer of personal defense sprays, personal protection products and electronic surveillance equipment, and the operator of a UL rated wholesale sec urity monitoring station. From 1992 to 1999, Mr.
Krzemien served as Chief Financial Officer and Treasurer of Eastern Environmental Services, Inc., a pu bli cly traded solid waste company. From 1981 to 1992 Mr. Krzemien held various positions at Ernst & Young LLP, including Senior Audit Manager from Octo ber 1988 to August 1992.
Krzemien has significant experience in the areas of mergers and acquisitions, Securities and Exchange Commission re por ting, strategic planning and analysis, financings, corporate governance, risk management and investor relations. Krzemien holds a B.S. Honors Degr ee in Accounting from the Pennsylvania State University. Davidson has served as the Company’s Chief Administrative Officer and Corporate Secretary since inception and is now the Company’s Vic e - Chairman and Chief Marketing Officer, while still retaining his duties as Corporate Secretary. Davidson was formerly Chie f E xecutive Officer of Brooks FI Solutions, LLC, an entity that provides retail banking and payment solutions that he founded in 2006. Immediately prior to fo unding Brooks FI Solutions, Mr.
Davidson was Executive Vice President of Genpass, Inc. Where, from 2002 until its acquisition and subsequent integration by U.S.
Bancorp in 2005, he led its efforts to bring stored value products to market. While at Genpass, Inc., he was also involved in the development and im plementation of MoneyPass, a surcharge - free ATM network. Earlier in his career, Mr. Davidson served as President of Speer & Associates, leading domestic and international consulting engagements in the retail banking and electronic funds transfer industry; Executive Vice President at HSBC USA and President of HSBC Mortgage, where he was responsible for managing its consumer businesses; and Senior Vice President at CoreStates Financial, where he managed the credit card and consumer lending businesses and developed remote banking strategies. Davidson holds a B.S. In Economics from the Wharton Sch ool of the University of Pennsylvania in Finance and Accounting, and an MBA from Widener University in Finance.
Historic Management Team Accomplishments 24 ▪ Made the first purchase transaction on an ATM card – creating the Debit Card ▪ Invented cash - back at the POS for debit cardholders ▪ Through the MAC ATM Network (later rebranded “Debit Card”) provided the first access to cash withdrawals from non - bank credit cards – Amex and Discover ▪ Launched Multiple Businesses: x Developed the BuyPass Platform – integrated with MAC and Star networks (sold to First Data Corp) x Founded Gensar – 7 th largest third - party POS processor in the U.S. (sold to Chase Paymentech ) x Founded Genpass – second largest ATM processor in America (sold to US Bancorp) ▪ Invented electronic authorization of bank card transactions ▪ Made more than 25 acquisitions over the past 30 years ▪ $ 400MM $2 billion investments investor returns. GRAPHIC3image001.jpgGRAPHICbegin 644 image001.jpgMCX 02D9)1@! 0$ 8!@ #VP!#,' @,' @,# P,$ P,$!0@%!00$M!0H'!P8(# H,# L.' PL-#A(0#0X1#@L+$!80$1,4%145# 7&!84&!(4%13MVP!# 0,$! 4$!0D%!0D4#0L-%!04%!04%!04%!04%!04%!04%!04%!04%!04M%!04%!04%!04%!04%!04%!04%!04%!3P 1' )^ U(# 2( A$! @S7HIY3.+)R=/U?4MEQ;(+390MC2FCNF37.V^B;V5SE=)%2-U%=(PB.3&7RN@)?WK.+/C:V+M=:.UK?,AXNF,T=DLWVX+:MK0/J:BRQJQL'O$U.=O:Q&M D;);8:2B#+2TVU1(I'=R^=W(Y3M?5$UXVH2$R.EIW(UT25-/&YB)VL63M33M?.!L&PE!0E7V%LSQ).^W.VZ6TW.&JEI.MC&QN56^45//S0;WM(GS-;Y4XNV17NDUM=B-SI9JZV5=/2U;J&HEA?'
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