10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

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

For the quarterly period ended: September 30, 2022

or

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

For the transition period from: _____________ to _____________

ISSUER DIRECT CORPORATION

(Exact name of registrant as specified in its charter)

———————

Delaware	1-10185	26-1331503
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1 Glenwood Avenue, Suite 1001, Raleigh NC 27603

(Address of Principal Executive Office) (Zip Code)

(919) 481-4000

(Registrant’s telephone number, including area code)

N/A

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

———————

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 3,791,020 shares of common stock were issued and outstanding as of November 3, 2022.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	ISDR	NYSE American

TABLE OF CONTENTS

Item 1.	Financial Statements.	3
	Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	3
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	4
	Unaudited Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021	5
	Unaudited Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021	6
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosure.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	25
	Signatures	26

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	September 30,			December 31,
	2022			2021
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	21,812		$	23,852
Accounts receivable (net of allowance for doubtful accounts of $610 and $675, respectively)		3,062			3,291
Income tax receivable		285			—
Other current assets		807			750
Total current assets		25,966			27,893
Capitalized software (net of accumulated amortization of $3,349 and $3,301, respectively)		153			201
Fixed assets (net of accumulated depreciation of $572 and $456, respectively)		649			713
Right-of-use asset – leases		1,341			1,533
Other long-term assets		110			94
Goodwill		6,376			6,376
Intangible assets (net of accumulated amortization of $6,329 and $6,005, respectively)		2,123			2,447
Total assets	$	36,718		$	39,257
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	691		$	695
Accrued expenses		1,638			1,975
Income taxes payable		198			46
Deferred revenue		3,429			3,086
Total current liabilities		5,956			5,802
Deferred income tax liability		96			176
Lease liabilities – long-term		1,422			1,659
Total liabilities		7,474			7,637
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.		—			—
Common stock $0.001 par value, 20,000,000 shares authorized, 3,610,839 and 3,793,538 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.		4			4
Additional paid-in capital		18,051			22,401
Other accumulated comprehensive loss		(88	)		(19	)
Retained earnings		11,277			9,234
Total stockholders' equity		29,244			31,620
Total liabilities and stockholders’ equity	$	36,718		$	39,257

The accompanying notes are an integral part of these unaudited financial statements.

3

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share and per share amounts)

	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Revenues	$	5,280	$	5,465	$	16,375	$	16,165
Cost of revenues		1,212		1,355		3,808		4,229
Gross profit		4,068		4,110		12,567		11,936
Operating costs and expenses:
General and administrative		1,657		1,258		4,903		3,923
Sales and marketing expenses		1,231		1,349		3,866		3,633
Product development		245		373		734		878
Depreciation and amortization		146		153		439		457
Total operating costs and expenses		3,279		3,133		9,942		8,891
Operating income		789		977		2,625		3,045
Other income		—		366		—		366
Interest income		77		—		99		2
Income before taxes		866		1,343		2,724		3,413
Income tax expense		180		319		681		738
Net income	$	686	$	1,024	$	2,043	$	2,675
Income per share – basic	$	0.19	$	0.27	$	0.55	$	0.71
Income per share – fully diluted	$	0.19	$	0.27	$	0.55	$	0.70
Weighted average number of common shares outstanding – basic		3,618		3,788		3,717		3,776
Weighted average number of common shares outstanding – fully diluted		3,636		3,821		3,738		3,818

The accompanying notes are an integral part of these unaudited financial statements.

4

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands)

	For the Three Months Ended					For the Nine Months Ended
	September 30,			September 30,		September 30,			September 30,
	2022			2021		2022			2021
Net income	$	686		$	1,024	$	2,043		$	2,675
Foreign currency translation adjustment		(53	)		7		(69	)		5
Comprehensive income	$	633		$	1,031	$	1,974		$	2,680

The accompanying notes are an integral part of these unaudited financial statements.

5

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share and per share amounts)

	Common Stock					Additional Paid-in			Other Accumulated Comprehensive Income			Retained		Total Stockholders’
	Shares			Amount		Capital			(Loss)			Earnings		Equity
Balance at December 31, 2020		3,770,752		$	4	$	22,214		$	(19	)	$	5,943	$	28,142
Stock-based compensation expense		—			—		63			—			—		63
Exercise of stock awards, net of tax		15,000			—		199			—			—		199
Stock repurchase and retirement		(19,777	)		—		(452	)		—			—		(452	)
Foreign currency translation		—			—		—			3			—		3
Net income		—			—		—			—			545		545
Balance at March 31, 2021		3,765,975		$	4	$	22,024		$	(16	)	$	6,488	$	28,500
Stock-based compensation expense		—			—		69			—			—		69
Exercise of stock awards, net of tax		20,550			—		20			—			—		20
Foreign currency translation		—			—		—			(5	)		—		(5	)
Net income		—			—		—			—			1,106		1,106
Balance at June 30, 2021		3,786,525		$	4	$	22,113		$	(21	)	$	7,594	$	29,690
Stock-based compensation expense		—			—		100			—			—		100
Exercise of stock awards, net of tax		4,513			—		55			—			—		55
Foreign currency translation		—			—		—			7			—		7
Net income		—			—		—			—			1,024		1,024
Balance at September 30, 2021		3,791,038		$	4	$	22,268		$	(14	)	$	8,618	$	30,876
Balance at December 31, 2021		3,793,538		$	4	$	22,401		$	(19	)	$	9,234	$	31,620
Stock-based compensation expense		—			—		184			—			—		184
Exercise of stock awards, net of tax		7,500			—		58			—			—		58
Stock repurchase and retirement		(6,200	)		—		(182	)		—			—		(182	)
Foreign currency translation		—			—		—			7			—		7
Net income		—			—		—			—			516		516
Balance at March 31, 2022		3,794,838		$	4	$	22,461		$	(12	)	$	9,750	$	32,203
Stock-based compensation expense		—			—		188			—			—		188
Exercise of stock awards, net of tax		15,265			—		—			—			—		—
Stock repurchase and retirement		(163,201	)		—		(3,859	)		—			—		(3,859	)
Foreign currency translation		—			—		—			(23	)		—		(23	)
Net income		—			—		—			—			841		841
Balance at June 30, 2022		3,646,902		$	4	$	18,790		$	(35	)	$	10,591	$	29,350
Stock-based compensation expense		—			—		187			—			—		187
Exercise of stock awards, net of tax		2,500			—		33			—			—		33
Stock repurchase and retirement		(38,563	)		—		(959	)		—			—		(959	)
Foreign currency translation		—			—		—			(53	)		—		(53	)
Net income		—			—		—			—			686		686
Balance at September 30, 2022		3,610,839		$	4	$	18,051		$	(88	)	$	11,277	$	29,244

The accompanying notes are an integral part of these unaudited financial statements.

6

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	For the Nine Months Ended
	September 30,			September 30,
	2022			2021
Cash flows from operating activities:
Net income	$	2,043		$	2,675
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		487			854
Bad debt expense		279			236
Deferred income taxes		(80	)		(14	)
Stock-based compensation expense		559			232
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(61	)		(767	)
Decrease (increase) in other assets		(166	)		(273	)
Increase (decrease) in accounts payable		(2	)		365
Increase (decrease) in accrued expenses		(409	)		(489	)
Increase (decrease) in deferred revenue		375			500
Net cash provided by operating activities		3,025			3,319
Cash flows from investing activities:
Capitalized software		—			(215	)
Purchase of fixed assets		(52	)		(49	)
Net cash used in investing activities		(52	)		(264	)
Cash flows from financing activities:
Exercise of stock options		91			274
Payment for stock repurchase and retirement		(5,000	)		(452	)
Net cash used in financing activities		(4,909	)		(178	)
Net change in cash and cash equivalents		(1,936	)		2,877
Cash – beginning		23,852			19,556
Currency translation adjustment		(104	)		(18	)
Cash and cash equivalents – ending	$	21,812		$	22,415
Supplemental disclosures:
Cash paid for income taxes	$	782		$	893

The accompanying notes are an integral part of these unaudited financial statements.

7

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation

The unaudited interim consolidated balance sheet as of September 30, 2022 and consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the three and nine-month periods ended September 30, 2022 and 2021 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 10 of Regulation S-X under the Exchange Act. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the financial statements. Results of operations reported for the interim periods are not necessarily indicative of results for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The interim financial information should be read in conjunction with the 2021 audited financial statements of Issuer Direct Corporation (the “Company”, “We”, or “Our”) filed on our Form 10-K.

Note 2. Summary of Significant Accounting Policies

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation.

Earnings Per Share (EPS)

Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling 50,250 were excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2022, because their impact was anti-dilutive. There were no shares issuable upon the exercise of stock options excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2021, because their impact was anti-dilutive.

Revenue Recognition

Substantially all the Company’s revenue comes from contracts with customers for subscriptions to its cloud-based products or contracts for Communications and Compliance products and services. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of our news distribution and webcasting offerings, our customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer.

The Company's contracts include either a subscription to our entire platform or certain modules within our platform, or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. For these bundled contracts, the Company accounts for individual subscriptions and services as separate performance obligations if they are distinct, which is when a product or service is separately identifiable from other items in the bundled package, and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company separates revenue from its contracts into two revenue streams: i) Communications and ii) Compliance. Performance obligations of Communications contracts include providing subscriptions to certain modules or the entire Platform id. Communications module, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings or other events on a per event basis. Performance obligations of Compliance contracts include providing subscriptions to our cloud-based Platform id. Compliance module, Whistleblower module or other stand-ready obligations to deliver services and annual report printing and distribution.  Additionally, services are provided on a per project basis. Set up fees for disclosure services are considered a separate performance obligation and are satisfied upfront. Set up fees for our transfer agent module and investor relations content management module are immaterial. The Company’s subscription and service contracts are generally for one year, with automatic renewal clauses included in the contract until the contract is cancelled. The contracts do not contain any rights of returns, guarantees or warranties. Since contracts are generally for one year, all the revenue is expected to be recognized within one year from the contract start date. As such, the Company has elected the optional exemption that allows the Company not to disclose the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of each reporting period.

The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for per release contracts and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations.

8

For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary.

The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily press release packages which have been prepaid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of September 30, 2022, and December 31, 2021, was $3,429,000 and $3,086,000, respectively, and is expected to be recognized within one year. Revenue recognized for the nine months ended September 30, 2022, and 2021, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $2,763,000 and $1,948,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,062,000 and $3,291,000 as of September 30, 2022, and December 31, 2021, respectively. Since substantially all the contracts have terms of one year or less, the Company has elected to use the practical expedient regarding the existence of a significant financing.

Costs to obtain contracts with customers consist primarily of sales commissions. As of September 30, 2022 and December 31, 2021, the Company has capitalized $80,000 and $53,000, respectively, of costs to obtain contracts that are expected to be amortized over more than one year. For contract costs expected to be amortized in less than one year, the Company has elected to use the practical expedient allowing the recognition of incremental costs of obtaining a contract as an expense when incurred. The Company has considered historical renewal rates, expectations of future renewals and economic factors in making these determinations.

Cash Equivalents

For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. Credit is granted on an unsecured basis. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. Given the ongoing environment of the COVID-19 pandemic and recent economic downturn, additional attention has been paid to the financial viability of our customers. The Company generally writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.

Concentration of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company places its cash and temporary cash investments with credit quality institutions. Such cash balances are currently in excess of the FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institutions, each quarter the Company evaluates the rating of the financial institution in which it holds deposits. As of September 30, 2022, the total amount exceeding such limit was $19,375,000. The Company also had cash-on-hand of $2,137,000 in Canada and $50,000 in Europe as of September 30, 2022.

The Company believes it did not have any financial instruments that could have potentially subjected us to significant concentrations of credit risk for any relevant period.

Use of Estimates

The preparation of financial statements in conformity with US 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. Significant estimates include the allowance for doubtful accounts and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates.

9

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, we recognize the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. Our policy regarding the classification of interest and penalties is to classify them as income tax expense in our financial statements, if applicable.

Capitalized Software

Costs incurred to develop our cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Capitalized costs and amortization for the three and nine-month periods ended September 30, 2022 and 2021, are as follows (in thousands):

	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Capitalized software development costs	$	—	$	54	$	—	$	215
Amortization included in cost of revenues		17		137		48		398

Impairment of Long-lived Assets

In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.

Lease Accounting

The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Fair Value Measurements

ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

· Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Our cash and cash equivalents are quoted at Level 1.

· Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market.

· Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

10

As of September 30, 2022 and December 31, 2021, the Company believes that the fair value of our financial instruments, such as, accounts receivable, our line of credit, and accounts payable approximate their carrying amounts.

Translation of Foreign Financial Statements

The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated.

Business Combinations, Goodwill and Intangible Assets

The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks are considered an indefinite-lived asset and, as such, are not amortized as there is no foreseeable limit to cash flows generated from them. The goodwill and intangible assets are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. The client relationships (7-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-6 years) are amortized over their estimated useful lives.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment.

Advertising

The Company expenses advertising as incurred. During the three and nine-month periods ended September 30, 2022, advertising expense was $95,000 and $304,000, respectively. During the three and nine-month periods ended September 30, 2021, advertising expense was $37,000 and $169,000, respectively.

Stock-based Compensation

The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award.

Employee Retention Credit

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC.

We are eligible under the CARES Act ERC as an employer that carried on a trade or business during calendar year 2020 and whose business operations were fully or partially suspended during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes) due to COVID-19.

ASC 105, Generally Accepted Accounting Principles, describes the decision-making framework when no guidance exists in US GAAP for a particular transaction. Specifically, ASC 105-10-05-2 instructs companies to look for guidance for a similar transaction within US GAAP and apply that guidance by analogy. As such, forms of government assistance, such as the ERC, provided to business entities would not be within the scope of ASC 958, but it may be applied by analogy under ASC 105-10-05-2. We accounted for the ERC as a government grant in accordance with Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) by analogy under ASC 105-10-05-2. Under this standard, government grants are recognized when the conditions or conditions on which they depend are substantially met. The conditions for recognition of the ERC include, but are not limited to:

· An entity has been adversely affected by the COVID-19 pandemic

· We have not used qualifying payroll for both the Paycheck Protection Program and the ERC

· We incurred payroll costs to retain employees

During the three and nine months ended September 30, 2021, we recorded an ERC benefit of 366,000 in other income in our Consolidated statements of operations and in other current assets in our Consolidated balance sheets as of September 30, 2021.

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Note 3: Equity

2014 Equity Incentive Plan

On May 23, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). Under the terms of the 2014 Plan, the Company is authorized to issue incentive awards for common stock up to 200,000 shares to employees and other personnel. On June 10, 2016 and June 17, 2020, the shareholders of the Company approved an additional 200,000 and 200,000 awards, respectively, to be issued under the 2014 Plan, bringing the total number of shares to be awarded to 600,000. The awards may be in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units and performance awards. The 2014 Plan is effective through March 31, 2024. As of September 30, 2022, there are 140,995 shares which remain eligible to be granted under the 2014 Plan.

The following table summarizes information about stock options outstanding and exercisable at September 30, 2022:

		Options Outstanding						Options Exercisable
Exercise Price Range		Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number
$	0.01 - 8.00		7,500		2.42	$	7.12		7,500
	8.01 - 11.00		3,500		4.82		10.11		3,500
	11.01 - 16.00		18,000		5.78		13.12		18,000
	16.01 - 27.00		38,000		8.55		24.19		8,000
$	27.01 - 27.71		20,250		9.30		27.71		1,500
	Total		87,250		7.48	$	20.69		38,500

As of September 30, 2022, the Company had unrecognized stock compensation related to the options of $489,000, which will be recognized through 2026.

During the nine months ended September 30, 2022, the Company granted 32,240 restricted stock units. No restricted stock units were granted during the three months ended September 20, 2022. An executive officer was granted 20,000 shares which do not vest until the third anniversary of the grant date and have a grant date fair value of $26.00 per share. Non-employee directors were granted 12,240 shares with a grant date fair value of $26.92 and vest at the earlier of the 2023 annual meeting of the shareholders or one year. During the nine months ended September 30, 2022, 15,265 restricted stock units with an intrinsic value of $26.05 per share vested.  No restricted stock units vested during the three months ended September 30, 2022. As of September 30, 2022, there was $666,000 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2025.

Stock repurchase and retirement

On August 7, 2019, the Company publicly announced a share repurchase program under which the Company was authorized to repurchase up to $1,000,000 of its common shares. On March 16, 2020, the Company publicly announced that the Company increased the share repurchase program to repurchase up to $2,000,000 of its common shares. As of March 31, 2021, the Company completed the repurchase program by purchasing 179,845 shares as shown in the table below ($ in 000’s, except share or per share amounts):

	Shares Repurchased
Period	Total Number of Shares Repurchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
August 7-31, 2019		22,150	$	9.34		22,150	$	793
September 1-30, 2019		2,830		10.00		2,830		765
October 1-31, 2019		39,363		10.44		39,363		354
November 1-30, 2019		11,827		10.43		11,827		231
December 1-31, 2019		—		—		—		231
January 1-31, 2020		—		—		—		231
February 1-29, 2020		—		—		—		231
March 1-31, 2020		21,700		9.33		21,700		1,028
April 1-30, 2020		22,698		9.02		22,698		823
May 1-31, 2020		39,500		9.51		39,500		448
No shares repurchased between June 2020 and February 2021
March 1-31, 2021		19,777		22.89		19,777		—
Total		179,845	$	11.15		179,845	$	—

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On March 1, 2022, the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $5,000,000 of its common shares. The Company completed the repurchase program by purchasing 38,563 and 207,964 shares during the three and nine-month periods ended September 30, 2022, respectively, as shown in the table below ($ in 000’s, except share or per share amounts):

	Shares Repurchased
Period	Total Number of Shares Repurchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
March 1-31, 2022		6,200	$	29.35		6,200	$	4,818
April 1-30, 2022		8,226		27.76		8,226		4,590
May 1-31, 2022		80,748		22.92		80,748		2,739
June 1-30, 2022		74,227		23.98		74,227		959
July 1-31, 2022		32,392		24.88		32,392		153
August 1-31, 2022		6,171		24.79		6,171		—
September 1-30, 2022		—		—		—		—
Total		207,964	$	24.04		207,964	$	—

Note 4: Income taxes

The company recognized income tax expense of $180,000 and $681,000 for the three and nine-month periods ended September 30, 2022, respectively, compared to $319,000 and $738,000 during the same periods of 2021. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items. For the three and nine-month periods ended September 30, 2022, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income taxes and expense related to Global Intangible Low-Taxed Income inclusion, partially offset by foreign tax credits.

Note 5: Leases

Leasing activity generally consists of office leases. In March 2019, a new lease was signed to move the corporate headquarters to Raleigh, North Carolina. The new lease, which had a lease commencement date of October 2, 2019, expires December 31, 2027. Minimum lease payments are $2,997,000, not including a tenant improvement allowance of $488,000, which is included in fixed assets as of September 30, 2022. The Company recognized a ROU asset and corresponding lease liability of $2,596,000, which represents the present value of minimum lease payments discounted at 3.77%, the Company’s incremental borrowing rate at lease inception. The Company also has an office in Salt Lake City, Utah, which is on a short-term lease that is month-to-month. As a result, the short-term lease recognition exemption has been elected for this lease, which means, for leases not expected to extend beyond twelve months, a ROU asset or lease liability will not be recognized.

Lease liabilities totaled $1,787,000 as of September 30, 2022. The current portion of this liability of $365,000 is included in Accrued expenses on the Consolidated balance sheets and the long-term portion of $1,422,000 is included in Lease liabilities on the Consolidated Balance Sheets. Rent expense consists of both operating lease expense from amortization of our ROU assets as well as variable lease expense which consists of non-lease components of office leases (i.e. common area maintenance) or rent expense associated with short-term leases. The components of lease expense were as follows (in 000’s):

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	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Lease expense
Operating lease expense	$	89	$	87	$	268	$	261
Variable lease expense		4		29		31		86
Total lease expense	$	93	$	116	$	299	$	347

The weighted-average remaining non-cancelable lease term for our operating leases was 5.25 years as of September 30, 2022. As of September 30, 2022, the weighted-average discount rate used to determine the lease liability was 3.77%. The future minimum lease payments to be made under non-cancelable operating leases on September 30, 2022, are as follows (in 000’s):

Year Ended December 31:
2022	$	92
2023		369
2024		379
2025		389
2026		400
Thereafter		413
Total lease payments		2,042
Present value adjustment		(255	)
Lease liability	$	1,787

We have performed an evaluation of our other contracts with customers and suppliers in accordance with Topic 842 and have determined that, except for the leases described above, none of our contracts contain a lease.

Note 6: Revenue

The Company considers itself to be a single reportable segment under the authoritative guidance for segment reporting, specifically a communications and compliance company for publicly traded and private companies. The following tables present revenue disaggregated by revenue stream in (000’s):

	Three months ended September 30,
Revenue Streams	2022				2021
Communications	$	3,487	66.0	%	$	3,686	67.4	%
Compliance		1,793	34.0	%		1,779	32.6	%
Total	$	5,280	100.0	%	$	5,465	100.0	%

	Nine months ended September 30,
Revenue Streams	2022				2021
Communications	$	10,561	64.5	%	$	10,383	64.2	%
Compliance		5,814	35.5	%		5,782	35.8	%
Total	$	16,375	100.0	%	$	16,165	100.0	%

The Company did not have any customers during the three and nine-month periods ended September 30, 2022 or 2021 that accounted for more than 10% of revenue.

Note 7: Line of Credit

Effective October 3, 2021, the Company renewed its unsecured Line of Credit, which changed the interest rate from LIBOR plus 1.75% to SOFR (Secured Overnight Financing Rate) plus 1.75%. The amount of funds available for borrowing remained $3,000,000 and the term remained two years. As of September 30, 2022, the interest rate was 4.22% and the Company did not owe any amounts on the Line of Credit.

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Note 8: Subsequent Event

Acquisition of iNewsWire.com LLC

On November 1, 2022 (the “Closing Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Lead Capital, LLC, a Delaware limited liability company (the “Seller”), whereby the Company purchased all of the issued and outstanding membership interests of iNewsWire.com LLC, a Delaware limited liability company (“Newswire”).  Newswire is a leading media and marketing communications technology company that provides press release distribution, media databases, media monitoring, and newsrooms through its Media Advantage Platform. 

Under the terms of the Purchase Agreement and on the Closing Date, the Company paid to the Seller aggregate consideration of approximately $43.9 million, consisting of the following: (i) a cash payment of $18.0 million subject to a 60-day escrow to secure the payment of any working capital adjustments or any employee bonus obligations of Newswire; (ii) the issuance of a Secured Promissory Note in the principal amount of $22.0 million (the “Secured Note”); and (iii) the issuance of 180,181 shares of the Company’s common stock, par value $0.001, valued at approximately $3.9 million based on the Company’s closing stock price of $21.60 on the Closing Date.

The Secured Note is due and payable on November 8, 2023 (the “Maturity Date”) and bears an annual interest rate of 6%.  The Secured Note is secured by the intellectual property (with certain exceptions) and the domain names acquired by the Company as part of the acquisition.  The Secured Note may be prepaid, however, the 6% interest payment is guaranteed through the Maturity Date even if prepayments are made.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The discussion of the financial condition and results of operations of the Company set forth below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Form10-Q. This Form10-Q contains forward-looking statements that involve risks and uncertainties. The statements contained in this Form10-Q that are not purely historical are forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act. When used in this Form10-Q, or in the documents incorporated by reference into this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company’s strategy, future sales, future expenses, future liquidity and capital resources. All forward-looking statements in this Form10-Q are based upon information available to the Company on the date of this Form10-Q, and the Company assumes no obligation to update any such forward-looking statements. The Company’s actual results could differ materially from those discussed in this Form10-Q for many reasons, including the impact of the COVID-19 pandemic. Factors that could cause or contribute to such differences (“Cautionary Statements”) include, but are not limited to, those discussed in Item 1. Business — “Risk Factors” and elsewhere in the Company’s Annual Report on Form10-K for the year ended December 31, 2021, which are incorporated by reference into this Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by the Cautionary Statements.

Overview

Issuer Direct Corporation and its subsidiaries are hereinafter collectively referred to as “Issuer Direct”, the “Company”, “We” or “Our” unless otherwise noted. Our corporate headquarters are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603.

We announce material financial information to our investors using our investor relations website (www.issuerdirect.com), SEC filings, investor events, news and earnings releases, public conference calls, webcasts and social media. We use these channels to communicate with our investors and the public about our company, our products and services and other related matters. It is possible that information we post on some of these channels could be deemed to be material information. Therefore, we encourage investors, the media and others interested in Issuer Direct to review the information we post to all our channels, including our social media accounts.

We are a premier provider of communications and compliance technology solutions that are designed to help organizations tell their stories globally. Our principal platform, Platform id.™, empowers users by thoughtfully integrating the most relevant tools, technologies and products, thus eliminating the complexity associated with producing and distributing their business communications and financial information. Platform id. efficiently and effectively helps our customers manage their events when seeking to distribute their messaging to key constituents, investors, markets and regulatory systems around the globe. Platform id. consists of several related but distinct Communications and Compliance modules that our customers utilize every quarter.

We disclose our revenues in the following two main categories: (i) Communications and (ii) Compliance. Set forth below is an infographic depicting the products included in each of these two main categories we provide today:

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Over the next several years, we expect the Communications portion of our business to increase, both in terms of overall revenue and as compared to the Compliance portion of our business. Therefore, we plan to continue to invest in offerings we intend to incorporate into our Communications product lineup. Within most of our target markets, customers require several individual services and/or software providers to meet their investor relations and communications needs. We believe Platform id. can address all these needs in a single, secure, cloud-based platform - one that offers a customer control, increases efficiencies, demonstrates clear value and, most importantly, delivers consistent and compliant messaging from one centralized platform.

We work with a diverse customer base, which includes not only corporate issuers and private companies, but also investment banks, professional firms, such as investor relations and public relations firms, as well as the accounting and legal communities. Our customers and their service providers utilize our platform and related solutions from document creation all the way to dissemination to regulatory bodies, news outlets, financial platforms, and our customers’ shareholders. Private companies primarily use our news distribution, newsroom and webcasting products and services to disseminate their message globally.

We also work with several select stock exchanges by making available certain parts of our platform under agreements to integrate our offerings within their products. We believe such partnerships will continue to yield increased exposure to a targeted customer base that could impact our revenue and overall brand in the market.

Communications

Our Communications platform consists of our ACCESSWIRE branded newswire, our webcasting and events business, professional conference and events software, as well as our investor relations website technology. These products are sold as the leading part of our Platform id. subscription, as well as individually to customers around the globe and are further described below.

ACCESSWIRE

Our press release offering, which is marketed under the brand ACCESSWIRE, is a news dissemination and media outreach service. The ACCESSWIRE product offering focuses on press release distribution for both private and public companies globally. We believe ACCESSWIRE is becoming a competitive alternative in the newswire industry because we have been able to use our technological advancements to allow customers to self-edit releases or use our editorial staff as desired to edit releases. We continue to expand our distribution points, improve our targeting and enhance our analytics reporting. We also offer an e-commerce element to our ACCESSWIRE product, whereby customers can self-select their distribution, register, and then upload their press release for editorial review in minutes. We believe these enhancements have helped lead to an increase in ACCESSWIRE revenues and customers each year compared to the prior year, a trend we expect to continue over the next several years. We have also been able to maintain high gross margins while providing our customers flexible pricing, with options to pay per release or enter longer-term agreements for a designated package of releases.

Like other newswires globally, ACCESSWIRE is dependent upon several key partners for its news distribution. Disruption in any of our partnerships could have a materially adverse impact on ACCESSWIRE and our overall business.

Newsroom

A natural expansion to our ACCESSWIRE and investor relations website business is our corporate Newsroom, which we brought to market during the middle of the third quarter of 2021. This product offering can be an add-on to any customer’s ACCESSWIRE or Platform id. account. The Newsroom suite includes a custom newsroom page builder, a brand asset manager and contact manager.

Our Newsroom suite addresses the needs of our customers looking to build connections with media, journalists, customers and, if applicable the investment community. According to a survey from TekGroup, a majority of journalists and media professionals indicated the importance of newsrooms that include digital media, press kits and video. We believe our Newsroom suite accomplishes this by including the following three components:

Newsroom page - a custom URL, self-publishing system for customers that automatically adds ACCESSWIRE news to their newsroom and allows them the ability to add any other mention, article or post from the internet to their newsroom. Customers can self-manage this platform to customize colors, font, logo, images, social integration, and contact and customer URLs.

Brand Asset Manager - a customizable library of images, video and press kits, which can be shared both privately and publicly, as well as integrated into the ACCESSWIRE editor for easy access of customers’ high- resolution images. All assets are tagged to give our customers analytics for both views and downloads. Subsequent versions of this feature will allow for greater analytics as engagement occurs with our customers’ assets.

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Contact Manager - a technology that allows our customers to provide their audiences the ability to quickly subscribe to alerts or notifications of a particular brand. Customers will have the ability to deliver their stories automatically or time based. Engagement and delivery reports will also be available to customers directly from their dashboard.

Webcasting & Events

Our webcasting and events business is comprised of our earnings call webcasting solutions and our virtual meeting and events software (such as annual meetings, deal/non-deal road shows, analyst days and shareholder days). The demand for these products with a virtual component was at an all-time high for us in 2020, largely due to the COVID-19 pandemic. The industry overall has begun to see a reduction in the number of virtual events, specifically annual meetings and deal/non-deal roadshows, as customers are relying on internal enterprise solutions or are returning to pre-pandemic travel and in-person meetings, reducing the need for a virtual component. This has contributed to a decline in demand for our virtual components since the prior year.

Traditional earnings calls and webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and communications firms. We estimate there are approximately 5,000 companies in North America conducting earnings events each quarter that include a teleconference, webcast, or both as part of their events. Platform id. also incorporates other elements of the earnings event, including earnings date/call announcement, earnings press release and SEC Form 8-K filings. There are a handful of our competitors that can offer this integrated full-service solution today, however, we believe our real-time event setup and integrated approach offers a more effective way to manage the process.

Additionally, as a commitment to broadening the reach of our webcast platform, we broadcast live additional companies’ earnings events, whether they are conducted on our platform or not, within our shareholder outreach module, which helps drive new audiences and give companies the ability to view their analytics and engagement of each event. During the first half of 2021, we released the first version of this real-time engagement and analytics dashboard to our customers subscribing to Platform id.

Our VisualWebcaster Platform (“VWP”) is a cloud-based webcast, webinar and virtual meeting platform that delivers live and on-demand streaming of events to audiences of all sizes. VWP allows customers to create, produce and deliver events, which we feel has significantly strengthened our webcasting product and Platform id. offering. The VWP technology gives us the ability to host thousands of webcasts each year, expanding and diversifying our webcast business from our historical earnings-based events to include any type of virtual event. As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private customers.

Professional Conference and Events Software

Our professional conference and events software is a subscription offering we currently license to investor conference organizers, which in the aggregate we believe held an estimated 1,000 plus events a year prior to 2020. This number significantly decreased in 2020 and is expected to remain at decreased levels in the near future and possibly long-term as a result of COVID-19. This software, which is also available as a native mobile app, offers organizers, issuers and investors the ability to register, request and approve one-on-one meetings, manage schedules, perform event promotion and sponsorship, print attendee badges and manage lodging. This cloud-based product can be used in a virtual or in person conference setting and is integrated within Platform id. to enhance our Communications module subscription offerings of newswire, newsrooms, webcasting and shareholder targeting. We believe this integration gives us a unique offering for professional conference organizers that is not available elsewhere in the market. We believe this software helps make Platform id. a platform of choice for investment banks, issuers and investors. However, similar to our virtual events business, the transition of conferences back to in-person events has had an impact on our conference events software subscription business, as in-person events have either been smaller or delayed due to pandemic concerns.

Investor Relations Websites

Our investor relations content network is another component of Platform id., which is used to create the investor relations tab of a company’s website. This investor relations content network is a robust series of data feeds including news feeds, stock feeds, fundamentals, regulatory filings, corporate governance and many other components which are aggregated from most of the major exchanges and news distribution outlets around the world. Customers can subscribe to one or more of these data feeds or as a component of a fully designed and hosted website for pre-IPO companies, SEC reporting companies and partners seeking to display our content on their corporate sites. The clear benefit to our investor relations content network is its integration into Platform id. As such, companies can produce content for public distribution and it is automatically linked to their corporate website, distributed to targeted groups and placed into our data feed partners.

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Compliance

Our Compliance offerings consist of our disclosure software for financial reporting, stock transfer services, and related annual meeting, print and shareholder distribution services. Some of these products are sold as part of a Platform id. subscription as well as individually to customers around the globe.

Disclosure Software and Services

Platform id.’s disclosure reporting module is a document conversion, editing and filing offering which is designed for reporting companies and professionals seeking to insource the document drafting, editing and filing processes to the SEC’s EDGAR system. Our disclosure business also offers companies the ability to use our in-house staff to assist in the conversion, tagging and filing of their documents. We generate revenues in disclosure from both software and services and, in most cases, customers have both components within their annual agreements, while others pay for services as they are completed.

Our Inline XBRL (Inline Extensible Business Reporting Language or “iXBRL”) product now includes upgrades that meet mandated SEC disclosure requirements which became effective last year. These requirements began impacting most of our customers on June 15, 2021, however, we had a number of customers previously file using our iXBRL product.

Whistleblower Hotline

Our Whistleblower hotline is an add-on product within Platform id. This system delivers secure notifications and basic incident workflow management processes that align with a company’s corporate governance whistleblower policy. As a supported and subsidized bundle product of the New York Stock Exchange (“NYSE”) offerings, we are introduced to new IPO customers and other larger cap customers listed on the NYSE. Since 2014, we have been a named NYSE subsidy provider of this Whistleblower solution. In 2020, NYSE renewed and extended the initial subsidy term to four years from two years, whereby the first two years are provided under subsidy and the added two years are at our standard subscription rates.

Stock Transfer Module

A valued subscription add-on in our Platform id. offering is the ability for our customers to gain access to real-time information about their shareholders, stock ledgers and reports and to issue new shares from our cloud-based stock transfer module. Managing the capitalization table of a public company or pre-IPO company is a cornerstone of corporate governance and transparency, and as such companies and community banks have chosen us to assist with their stock transfer needs, including bond offerings and dividend management. This is an industry which has experienced declining overall revenues as it was affected by the replacement of paper certificates with digital certificates. However, we have been focused on selling subscriptions of the stock transfer component of our platform, allowing customers to gain access to our cloud-based system in order to move shares or query shareholders, which we believe has resulted in a more efficient process for both our customers and us.

Annual Meeting / Proxy Voting Platform

Our proxy module is marketed as a fully integrated, real-time voting platform for our customers and their shareholders of record. This module is utilized for every annual meeting or special meeting we manage for our customers and offers both full-set mailing and notice of internet availability options.

This module has been incorporated within our webcasting offering to enable our customers the ability to conduct their annual meetings in-person or fully virtual, which has often been required since the COVID-19 pandemic. Our solution incorporates shareholder and guest registration, voting integration, real-time statistics on attendance, audio video and presentation features as well as fully managed meeting managers and inspector of elections. Although we believe a virtual component to an annual meeting is both a benefit to all shareholders and a corporate governance advantage, there can be no assurances this product has longevity in the market.

Shareholder Distribution

Over the past few years, we have worked on refining the model of digital distribution of our customers’ message to the investment community and beyond. This was accomplished by integrating our shareholder outreach module, Investor Network, into and with Platform id. Most of the customers subscribing to this module today are historical PrecisionIR - Annual Report Service (“ARS”) users, as well as new customers purchasing the entire Platform id. subscription. We migrated some of the customers from the traditional ARS business into this new digital subscription business, however, we continue to operate a portion of this legacy physical hard copy delivery of annual reports and prospectuses for customers who opt to take advantage of it. We continue to see customer attrition for customers who subscribe to both the electronic and physical distribution of reports as a stand-alone product.

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Results of Operations

Comparison of results of operations for the three and nine months ended September 30, 2022 and 2021:

	Three months ended						Nine months ended
	September 30,						September 30,
Revenue Streams	2022			2021			2022			2021
Communications
Revenue	$	3,487		$	3,686		$	10,561		$	10,383
Gross margin	$	2,680		$	2,882		$	8,246		$	7,839
Gross margin %		77	%		78	%		78	%		75	%
Compliance
Revenue	$	1,793		$	1,779		$	5,814		$	5,782
Gross margin	$	1,388		$	1,228		$	4,321		$	4,097
Gross margin %		77	%		69	%		74	%		71	%
Total
Revenue	$	5,280		$	5,465		$	16,375		$	16,165
Gross margin	$	4,068		$	4,110		$	12,567		$	11,936
Gross margin %		77	%		75	%		77	%		74	%

Revenues

Total revenue decreased by $185,000, or 3%, to $5,280,000 during the three-month period ended September 30, 2022, as compared to $5,465,000 during the same period of 2021. Total revenue increased by $210,000, or 1%, to $16,375,000 during the nine-month period ended September 30, 2022, compared to $16,165,000 during the same period of 2021.

Communications revenue decreased $199,000, or 5%, and increased $178,000, or 2%, during the three and nine-month periods ended September 30, 2022, respectively, as compared to the same periods of 2021. The decrease in revenue for the three-month period ended September 30, 2022, is attributed to a decrease in revenue from our webcasting and events revenue stream, partially due to less demand for our virtual products as conferences and meetings began to move back to in-person events, as well as timing of some events being pushed into the fourth quarter of 2022. This decrease was partially offset by an increase in revenue from our ACCESSWIRE news brand. ACCESSWIRE revenue for the three-month period ended September 30, 2022, increased approximately 6%, compared to the same period of the prior year. We also generated increased revenue from our investor relations websites and news feed product lines. The increase in revenue for the nine months ended September 30, 2022 is due to a 13% increase in revenue from ACCESSWIRE as well as increased revenue from investor relations websites and news feed product lines. These increases were partially offset by a decrease in revenue from our events and webcasting business due to the aforementioned reasons. Communications revenue was 66% and 65% of total revenue during the three and nine months ended September 30, 2022, respectively, as compared to 67% and 64% during the same periods of the prior year.

Compliance revenue increased $14,000, or 1% and $32,000 or also 1% during the three and nine-month periods ended September 30, 2022, respectively, as compared to the same periods of 2021. The increase in revenue is due primarily to an increase in revenue from print and proxy fulfillment services due to larger transactions during the periods. Revenue from our transfer agent services also increased for the three month-period ended September 30, 2022 due to an increase in subscription fees, however, continues to remain lower on a year-to-date basis. The increase in revenue from proxy fulfillment services was also partially offset by declines in disclosure services and software revenue and our legacy ARS services due to customer attrition. 

No customers accounted for more than 10% of the revenues during the three and nine-month periods ended September 30, 2022, or 2021.

Deferred Revenue

At September 30, 2022, our deferred revenue balance was $3,429,000, which we expect to recognize over the next twelve months, compared to $3,086,000 at December 31, 2021, an increase of 11%. Deferred revenue primarily consists of advance billings for subscriptions of our cloud-based products and pre-paid packages of our news distribution product, as well as advance billings for annual service contracts.

20

Cost of Revenues

Communications cost of revenues consists primarily of direct labor costs, newswire distribution costs, teleconferencing costs and third-party licensing costs. Compliance cost of revenue consists primarily of direct labor costs, warehousing, logistics, print production materials, postage, and amortization of capitalized software costs related to our disclosure software. Overall cost of revenues decreased by $143,000, or 11%, and $421,000, or 10%, during the three and nine-month periods ended September 30, 2022, respectively, as compared to the same periods of 2021. Overall gross margin decreased $42,000, or 1%, and increased $631,000, or 5%, during the three and nine-month periods ended September 30, 2022, respectively, as compared to the same periods of the prior year. Overall gross margin percentages increased to 77% during both the three and nine months ended September 30, 2022, respectively, compared to 75% and 74% during the same periods of 2021.

Cost of revenues associated with Communications revenue remained flat during the three-month period ended September 30, 2022, and decreased $229,000, or 9% during the nine months ended September 30, 2022, as compared to the same periods of 2021. The decrease for the nine-month period ended September 30, 2022, is primarily due to lower teleconferencing costs and other costs associated with our events and webcasting business. Gross margin percentages from Communications revenue was 77% and 78% during the three and nine-month periods ended September 30, 2022, respectively, as compared to 78% and 75% during the same periods of 2021. The decrease in gross margin percentage for the three-month period ended September 30, 2022 is due to the decrease in revenue from our webcasting and events business, partially offset by an increase in ACCESSWIRE revenue as a percentage of total Communications revenue. The increase in gross margin percentage during the nine-month period ended September 30, 2022 is associated with the decrease in costs noted above along with an increase in ACCESSWIRE revenue as a percentage of total Communications revenue.

Cost of revenues associated with our Compliance revenue decreased $146,000, or 26% and $192,000, or 11% during the three and nine-month periods ended September 30, 2022, respectively, as compared to the same periods of 2021. The decrease in Compliance cost of revenues is due to lower amortization expense associated with our disclosure software offset by an increase in print and postage costs associated with the increase in revenue from print and proxy and fulfillment services. Gross margins percentages from our Compliance revenue were 77% and 74% during the three and nine-month periods ended September 30, 2022, respectively, as compared to 69% and 71% for the same periods of 2021. The increase in gross margin percentage during both periods is primarily due to lower amortization expenses associated with our disclosure software, partially offset by an increase in postage and print and proxy fulfillment costs.

Operating Expenses

General and Administrative Expense

General and administrative expenses consist primarily of salaries, bonuses, stock-based compensation, insurance, fees for professional services, general corporate expenses (including bad debt expense) and facility and equipment expenses. General and administrative expenses were $1,657,000 and $4,903,000 during the three and nine months ended September 30, 2022, respectively, an increase of $399,000, or 32%, and $980,000, or 25%, respectively, compared to the same periods of 2021. The increase is primarily driven by stock compensation expense, employee-related costs, recruiting fees and insurance expense associated with investments for future growth.

As a percentage of revenue, general and administrative expenses were 31% and 30% for the three and nine-month periods ended September 30, 2022, respectively, compared to 23% and 24% for the same periods of 2021.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses, tradeshow expenses and other marketing expenses. Sales and marketing expenses were $1,231,000 and $3,866,000 for the three and nine-month periods ended September 30, 2022, respectively, a decrease of $118,000, or 9%, and an increase of $233,000, or 6%, compared to the same periods of the prior year. The decrease during the three-month period ended September 30, 2022 is due to a decrease in commission expense, partially offset by an increase in advertising and digital marketing spend. The increase during the nine-month period is directly related to our investment in our sales and marketing initiatives with an increase in headcount, advertising, digital marketing spend and system enhancements, partially offset by a decrease in commission expense.

As a percentage of revenue, sales and marketing expenses were 23% and 24% during the three and nine-month periods ended September 30, 2022, respectively, compared to 25% and 22% for the same periods of 2021. 

Product Development Expenses

Product development expenses consist primarily of salaries, stock-based compensation, bonuses and licenses to develop new products and technology to complement and/or enhance Platform id. Product development expenses decreased $128,000, or 34%, and $144,000 or 16%, during the three and nine-month periods ended September 30, 2022, respectively, compared to the same periods in 2021. The decrease is primarily due to fewer consultants used on development projects during the three and nine-month periods ended September 30, 2022. During the three and nine-month periods ended September 30, 2021, we capitalized $54,000 and $161,000 of costs related to the development of our newsroom product, respectively, which launched in July 2021.  No costs were capitalized during the three and nine months ended September 30, 2022.

As a percentage of revenue, product development expenses were 5% and 4% for the three and nine-month periods ended September 30, 2022, respectively, compared to 7% and 5% during the same periods of 2021. 

21

Depreciation and Amortization

Depreciation and amortization expenses decreased $7,000, or 5%, and $18,000, or 4%, during the three and nine-month periods ended September 30, 2022, respectively, as compared to the same periods of 2021.

Interest income

Interest income, net, represents interest income on deposit and money market accounts. The increase in interest income during the three and nine months ended September 30, 2022, as compared to the same periods of the prior year, is due to a decrease in interest rates associated with the deposit and money market accounts. 

Other Income

                Other income for the three and nine months ended September 30, 2021, primarily represents a benefit of $366,000 related to the employee retention credit enacted under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). 

Income tax expense

We recognized income tax expense of $180,000 and $681,000 for the three and nine-month periods ended September 30, 2022, respectively, compared to $319,000 and $738,000 during the same periods of 2021. The decrease in income tax expense compared to the prior year is primarily related to a decrease in pre-tax income. For the three and nine-month periods ended September 30, 2022, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income taxes and expense related to Global Intangible Low-Taxed Income inclusion, partially offset by foreign tax credits.

Liquidity and Capital Resources

As of September 30, 2022, we had $21,812,000 in cash and cash equivalents and $3,062,000 in net accounts receivable. Current liabilities at September 30, 2022, totaled $5,956,000 including our accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses. At September 30, 2022, our current assets exceeded our current liabilities by $20,010,000.

Effective October 3, 2021, the Company renewed its unsecured Line of Credit, which changed the interest rate from LIBOR plus 1.75% to SOFR (Secured Overnight Financing Rate) plus 1.75%. The amount of funds available for borrowing remained $3,000,000 and the term remained two years. As of September 30, 2022, the interest rate was 4.22% and the Company did not owe any amounts on the Line of Credit.

Outlook

The following statements and certain statements made elsewhere in this document are based upon current expectations. These statements are forward looking and are subject to factors that could cause actual results to differ materially from those suggested here, including, without limitation, demand for and acceptance of our services, new developments, competition and general economic or market conditions, particularly in the domestic and international capital markets. Refer also to the Cautionary Statement Concerning Forward Looking Statements included in this report.

While it is unknown how long current conditions resulting from the COVID-19 pandemic will last, including whether a worldwide resurgence will occur, variants of the virus will become more impactful or vaccines will be completely effective, we could experience a material disruption of our employees and operations, a decline in revenue, a decline in value of our assets, deterioration of our customer base and the inability of our customers to pay for subscriptions or services provided. To date, we have seen both positive and negative impacts to our business. Physical, in-person conferences have been delayed and in the past, there have been delays in transactions processed by the Depository Trust Company and banks and brokers in our transfer agent business. However, our ability to pivot and enhance our product offering with our virtual products generated increased revenue over the past two years. Despite our ability to pivot and enhance our product offering, the concentrations of our customer base within middle, small and micro-cap customers make it reasonably possible that we are vulnerable to the risk of a near-term negative impact related to the COVID-19 pandemic if a substantial portion of these customers are forced to scale back or cease operations. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and are unable at this time to predict the continued impact that COVID-19 will have on our business, financial position, and operating results in future periods due to numerous uncertainties.

22

COVID-19’s continuing impacts,  the current military conflict in Ukraine, instability in global energy markets, global inflation and rapidly increasing interest rates have contributed to significant global economic uncertainty, disrupted global trade and supply chains, adversely impacted many industries and contributed to significant declines and volatility in financial markets. Overall, despite many uncertainties in the market regarding the economic outlook and the future of the COVID-19 pandemic, the demand for our platforms and services continues to be stable in a majority of the markets we serve. The success of our Communications offering has been led by our ACCESSWIRE branded newswire, for which we believe we will continue to see stable to increased demand throughout 2022 and beyond. Although we experienced a decline in demand for our webcasting and events business since 2020, we believe we are well-positioned in this market with our ability to hold both in-person and virtual events using both our conference software and webcasting products. We believe this allows us to not only deliver attractive solutions to the market but may also lead us into new opportunities during this changing and challenging environment. The COVID-19 pandemic and global economic downturn has caused shifts in demands for these products, and we are uncertain at this time if these shifts will continue and cannot make any assurances at this time that our products will be accepted by customers in the long-term.

The transition to a platform subscription model has been and will continue to be key for our long-term sustainable growth. We will also continue to focus on the following key strategic initiatives during the remainder of 2022 and into 2023:

· Expanding our Communications products and adapting to this changing industry,

· Evaluating and completing acquisitions in areas of strategic focus,

· Expanding our Communications sales and marketing teams and digital marketing strategy,

· Expanding customer base,

· Expanding our newswire distribution,

· Investing in technology advancements and upgrades,

· Generating profitable sustainable growth

· Generating cash flows from operations.

We believe there is demand for our products around the world, led by our ACCESSWIRE newswire brand, as companies seek to find better platforms and tools to disseminate and communicate their messages in a more efficient and collaborative way.

We have invested and will continue to invest in our product sets, platforms and intellectual property development via internal development and acquisitions. Acquisitions remain a core part of our strategy and we believe acquisitions are key to enhancing our overall offerings in the market and are necessary to keep our competitive advantages and facilitate the next round of growth that management believes it can achieve. If we are successful in this effort, we believe we can further increase our market share as we move forward.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective and have not materially changed since its most recent annual report.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

23

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are neither a party to any litigation nor are we aware of any such threatened or pending litigation that might result in a material adverse effect to our business.

ITEM 1A. RISK FACTORS.

There have been no material changes to our risk factors as previously disclosed in our most recent Form 10-K filing.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On March 1, 2022, the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $5,000,000 of its common shares. The Company completed the repurchase program by purchasing 38,563 shares during the three-month period ended September 30, 2022, as shown in the table below ($ in 000’s, except share or per share amounts):

	Shares Repurchased
Period	Total Number of Shares Repurchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
July 1-31, 2022		32,392	$	24.88		32,392	$	153
August 1-31, 2022		6,171		24.79		6,171		—
September 1-30, 2022		—		—		—		—
Total		38,563	$	24.87		38,563	$	—

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

24

ITEM 6. EXHIBITS.

(a) Exhibits.

Exhibit
Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document.**
101.SCH	XBRL Taxonomy Extension Schema Document.**
101.CAL	XBRL Taxonomy Calculation Linkbase Document.**
101.LAB	XBRL Taxonomy Label Linkbase Document.**
101.PRE	XBRL Taxonomy Presentation Linkbase Document.**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. **

_______________________________

*	filed or furnished herewith
**	submitted electronically herewith

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 3, 2022

ISSUER DIRECT CORPORATION
By:	/s/ Brian R. Balbirnie
	Brian R. Balbirnie
	Chief Executive Officer

By:	/s/ Timothy Pitoniak
	Timothy Pitoniak
	Chief Financial Officer

26

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Brian R. Balbirnie, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Issuer Direct Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2022	/s/ Brian R. Balbirnie
	Brian R. Balbirnie
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Timothy Pitoniak, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Issuer Direct Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2022	/s/ Timothy Pitoniak
	Timothy Pitoniak
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Issuer Direct Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian R. Balbirnie, Chief Executive Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: November 3, 2022	/s/ Brian R. Balbirnie
	Brian R. Balbirnie
	Chief Executive Officer

A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.

EX-32.1

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Issuer Direct Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy Pitoniak, Chief Financial Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: November 3, 2022	/s/ Timothy Pitoniak
	Timothy Pitoniak
	Chief Financial Officer

A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.

XML

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 03, 2022
Cover [Abstract]
Entity Registrant Name	ISSUER DIRECT CORPORATION
Entity Central Index Key	0000843006
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		3,791,020
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	26-1331503
Entity Interactive Data Current	Yes
Entity File Number	1-10185
Entity Address Address Line 2	Suite 1001
Entity Address City Or Town	Raleigh
Entity Address Address Line 1	1 Glenwood Avenue
Entity Address Postal Zip Code	27603
City Area Code	919
Local Phone Number	481-4000
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	ISDR
Security Exchange Name	NYSEAMER
Entity Address State Or Province	NC

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,812	$ 23,852
Accounts receivable (net of allowance for doubtful accounts of $610 and $675, respectively)	3,062	3,291
Income tax receivable	285	0
Other current assets	807	750
Total current assets	25,966	27,893
Capitalized software (net of accumulated amortization of $3,349 and $3,301, respectively)	153	201
Fixed assets (net of accumulated depreciation of $572 and $456, respectively)	649	713
Right-of-use asset - leases	1,341	1,533
Other long-term assets	110	94
Goodwill	6,376	6,376
Intangible assets (net of accumulated amortization of $6,329 and $6,005, respectively)	2,123	2,447
Total assets	36,718	39,257
Current liabilities:
Accounts payable	691	695
Accrued expenses	1,638	1,975
Income taxes payable	198	46
Deferred revenue	3,429	3,086
Total current liabilities	5,956	5,802
Deferred income tax liability	96	176
Lease liabilities - long-term	1,422	1,659
Total liabilities	7,474	7,637
Stockholders' equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.	0	0
Common stock $0.001 par value, 20,000,000 shares authorized, 3,610,839 and 3,793,538 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.	4	4
Additional paid-in capital	18,051	22,401
Other accumulated comprehensive loss	(88)	(19)
Retained earnings	11,277	9,234
Total stockholders' equity	29,244	31,620
Total liabilities and stockholders' equity	$ 36,718	$ 39,257

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Allowance For Accounts Receivables	$ 610	$ 675
Accumulated Amortization - Capitalized Software	3,349	3,301
Accumulated Depreciation - Fixed Assets	572	456
Accumulated Amortization - Intangible Assets	$ 6,329	$ 6,005
Preferred Stock Shares, Par Value	$ 0.001	$ 0.001
Preferred Stock Shares, Authorized	1,000,000	1,000,000
Preferred Stock Shares, Issued	0	0
Preferred Stock Shares, Outstanding	0	0
Common Stock Shares, Par Value	$ 0.001	$ 0.001
Common Stock Shares, Authorized	20,000,000	20,000,000
Common Stock Shares, Issued	3,610,839	3,793,538
Common Stock Shares, Outstanding	3,610,839	3,793,538

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Revenues	$ 5,280	$ 5,465	$ 16,375	$ 16,165
Cost of revenues	1,212	1,355	3,808	4,229
Gross profit	4,068	4,110	12,567	11,936
Operating costs and expenses:
General and administrative	1,657	1,258	4,903	3,923
Sales and marketing expenses	1,231	1,349	3,866	3,633
Product development	245	373	734	878
Depreciation and amortization	146	153	439	457
Total operating costs and expenses	3,279	3,133	9,942	8,891
Operating income	789	977	2,625	3,045
Other income	0	366	0	366
Interest income	77	0	99	2
Income before taxes	866	1,343	2,724	3,413
Income tax expense	180	319	681	738
Net income	$ 686	$ 1,024	$ 2,043	$ 2,675
Income per share - basic	$ 0.19	$ 0.27	$ 0.55	$ 0.71
Income per share - fully diluted	$ 0.19	$ 0.27	$ 0.55	$ 0.70
Weighted average number of common shares outstanding - basic	3,618	3,788	3,717	3,776
Weighted average number of common shares outstanding - fully diluted	3,636	3,821	3,738	3,818

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Net income	$ 686	$ 1,024	$ 2,043	$ 2,675
Foreign currency translation adjustment	(53)	7	(69)	5
Comprehensive income	$ 633	$ 1,031	$ 1,974	$ 2,680

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated other comprehensive Income (Loss) [Member]	Retained Earnings [Member]
Balance, shares at Dec. 31, 2020		3,770,752
Balance, amount at Dec. 31, 2020	$ 28,142	$ 4	$ 22,214	$ (19)	$ 5,943
Stock-based compensation expense	63	$ 0	63	0	0
Exercise of stock awards, net of tax, shares		15,000
Exercise of stock awards, net of tax, amount	199	$ 0	199	0	0
Stock repurchase and retirement, shares		19,777
Stock repurchase and retirement, amount	(452)	$ 0	(452)	0	0
Foreign currency translation	3	0	0	3	0
Net income	545	$ 0	0	0	545
Balance, shares at Mar. 31, 2021		3,765,975
Balance, amount at Mar. 31, 2021	28,500	$ 4	22,024	(16)	6,488
Balance, shares at Dec. 31, 2020		3,770,752
Balance, amount at Dec. 31, 2020	28,142	$ 4	22,214	(19)	5,943
Net income	2,675
Balance, shares at Sep. 30, 2021		3,791,038
Balance, amount at Sep. 30, 2021	30,876	$ 4	22,268	(14)	8,618
Balance, shares at Mar. 31, 2021		3,765,975
Balance, amount at Mar. 31, 2021	28,500	$ 4	22,024	(16)	6,488
Stock-based compensation expense	69	$ 0	69	0	0
Exercise of stock awards, net of tax, shares		20,550
Exercise of stock awards, net of tax, amount	20	$ 0	20	0	0
Foreign currency translation	(5)	0	0	(5)	0
Net income	1,106	$ 0	0	0	1,106
Balance, shares at Jun. 30, 2021		3,786,525
Balance, amount at Jun. 30, 2021	29,690	$ 4	22,113	(21)	7,594
Stock-based compensation expense	100	$ 0	100	0	0
Exercise of stock awards, net of tax, shares		4,513
Exercise of stock awards, net of tax, amount	55	$ 0	55	0	0
Foreign currency translation	7	0	0	7	0
Net income	1,024	$ 0	0	0	1,024
Balance, shares at Sep. 30, 2021		3,791,038
Balance, amount at Sep. 30, 2021	30,876	$ 4	22,268	(14)	8,618
Balance, shares at Dec. 31, 2021		3,793,538
Balance, amount at Dec. 31, 2021	31,620	$ 4	22,401	(19)	9,234
Stock-based compensation expense	184	$ 0	184	0	0
Exercise of stock awards, net of tax, shares		7,500
Exercise of stock awards, net of tax, amount	58	$ 0	58	0	0
Stock repurchase and retirement, shares		6,200
Stock repurchase and retirement, amount	(182)	$ 0	(182)	0	0
Foreign currency translation	7	0	0	7	0
Net income	516	$ 0	0	0	516
Balance, shares at Mar. 31, 2022		3,794,838
Balance, amount at Mar. 31, 2022	32,203	$ 4	22,461	(12)	9,750
Balance, shares at Dec. 31, 2021		3,793,538
Balance, amount at Dec. 31, 2021	31,620	$ 4	22,401	(19)	9,234
Net income	2,043
Balance, shares at Sep. 30, 2022		3,610,839
Balance, amount at Sep. 30, 2022	29,244	$ 4	18,051	(88)	11,277
Balance, shares at Mar. 31, 2022		3,794,838
Balance, amount at Mar. 31, 2022	32,203	$ 4	22,461	(12)	9,750
Stock-based compensation expense	188	$ 0	188	0	0
Exercise of stock awards, net of tax, shares		15,265
Exercise of stock awards, net of tax, amount	0	$ 0	0	0	0
Stock repurchase and retirement, shares		163,201
Stock repurchase and retirement, amount	(3,859)	$ 0	(3,859)	0	0
Foreign currency translation	(23)	0	0	(23)	0
Net income	841	$ 0	0	0	841
Balance, shares at Jun. 30, 2022		3,646,902
Balance, amount at Jun. 30, 2022	29,350	$ 4	18,790	(35)	10,591
Stock-based compensation expense	187	$ 0	187	0	0
Exercise of stock awards, net of tax, shares		2,500
Exercise of stock awards, net of tax, amount	33	$ 0	33	0	0
Stock repurchase and retirement, shares		38,563
Stock repurchase and retirement, amount	(959)	$ 0	(959)	0	0
Foreign currency translation	(53)	0	0	(53)	0
Net income	686	$ 0	0	0	686
Balance, shares at Sep. 30, 2022		3,610,839
Balance, amount at Sep. 30, 2022	$ 29,244	$ 4	$ 18,051	$ (88)	$ 11,277

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income	$ 2,043	$ 2,675
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	487	854
Bad debt expense	279	236
Deferred income taxes	80	14
Stock-based compensation expense	559	232
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable	(61)	(767)
Decrease (increase) in other assets	(166)	(273)
Increase (decrease) in accounts payable	(2)	(365)
Increase (decrease) in accrued expenses	409	489
Increase (decrease) in deferred revenue	375	500
Net cash provided by operating activities	3,025	3,319
Cash flows from investing activities:
Capitalized software	0	215
Purchase of fixed assets	(52)	(49)
Net cash used in investing activities	(52)	(264)
Cash flows from financing activities:
Exercise of stock options	91	274
Payment for stock repurchase and retirement	(5,000)	(452)
Net cash used in financing activities	(4,909)	(178)
Net change in cash and cash equivalents	(1,936)	2,877
Cash - beginning	23,852	19,556
Currency translation adjustment	(104)	(18)
Cash and cash equivalents - ending	21,812	22,415
Supplemental disclosures:
Cash paid for income taxes	$ 782	$ 893

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Basis of Presentation

9 Months Ended

Sep. 30, 2022

Basis of Presentation

Basis Of Presentation

Note 1. Basis of Presentation

The unaudited interim consolidated balance sheet as of September 30, 2022 and consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the three and nine-month periods ended September 30, 2022 and 2021 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 10 of Regulation S-X under the Exchange Act. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the financial statements. Results of operations reported for the interim periods are not necessarily indicative of results for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The interim financial information should be read in conjunction with the 2021 audited financial statements of Issuer Direct Corporation (the “Company”, “We”, or “Our”) filed on our Form 10-K.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Summary Of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation.

Earnings Per Share (EPS)

Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling 50,250 were excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2022, because their impact was anti-dilutive. There were no shares issuable upon the exercise of stock options excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2021, because their impact was anti-dilutive.

Revenue Recognition

Substantially all the Company’s revenue comes from contracts with customers for subscriptions to its cloud-based products or contracts for Communications and Compliance products and services. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of our news distribution and webcasting offerings, our customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer.

The Company's contracts include either a subscription to our entire platform or certain modules within our platform, or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. For these bundled contracts, the Company accounts for individual subscriptions and services as separate performance obligations if they are distinct, which is when a product or service is separately identifiable from other items in the bundled package, and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company separates revenue from its contracts into two revenue streams: i) Communications and ii) Compliance. Performance obligations of Communications contracts include providing subscriptions to certain modules or the entire Platform id. Communications module, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings or other events on a per event basis. Performance obligations of Compliance contracts include providing subscriptions to our cloud-based Platform id. Compliance module, Whistleblower module or other stand-ready obligations to deliver services and annual report printing and distribution.  Additionally, services are provided on a per project basis. Set up fees for disclosure services are considered a separate performance obligation and are satisfied upfront. Set up fees for our transfer agent module and investor relations content management module are immaterial. The Company’s subscription and service contracts are generally for one year, with automatic renewal clauses included in the contract until the contract is cancelled. The contracts do not contain any rights of returns, guarantees or warranties. Since contracts are generally for one year, all the revenue is expected to be recognized within one year from the contract start date. As such, the Company has elected the optional exemption that allows the Company not to disclose the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of each reporting period.

The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for per release contracts and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations.

For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary.

The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily press release packages which have been prepaid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of September 30, 2022, and December 31, 2021, was $3,429,000 and $3,086,000, respectively, and is expected to be recognized within one year. Revenue recognized for the nine months ended September 30, 2022, and 2021, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $2,763,000 and $1,948,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,062,000 and $3,291,000 as of September 30, 2022, and December 31, 2021, respectively. Since substantially all the contracts have terms of one year or less, the Company has elected to use the practical expedient regarding the existence of a significant financing.

Costs to obtain contracts with customers consist primarily of sales commissions. As of September 30, 2022 and December 31, 2021, the Company has capitalized $80,000 and $53,000, respectively, of costs to obtain contracts that are expected to be amortized over more than one year. For contract costs expected to be amortized in less than one year, the Company has elected to use the practical expedient allowing the recognition of incremental costs of obtaining a contract as an expense when incurred. The Company has considered historical renewal rates, expectations of future renewals and economic factors in making these determinations.

Cash Equivalents

For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. Credit is granted on an unsecured basis. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. Given the ongoing environment of the COVID-19 pandemic and recent economic downturn, additional attention has been paid to the financial viability of our customers. The Company generally writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.

Concentration of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company places its cash and temporary cash investments with credit quality institutions. Such cash balances are currently in excess of the FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institutions, each quarter the Company evaluates the rating of the financial institution in which it holds deposits. As of September 30, 2022, the total amount exceeding such limit was $19,375,000. The Company also had cash-on-hand of $2,137,000 in Canada and $50,000 in Europe as of September 30, 2022.

The Company believes it did not have any financial instruments that could have potentially subjected us to significant concentrations of credit risk for any relevant period.

Use of Estimates

The preparation of financial statements in conformity with US 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. Significant estimates include the allowance for doubtful accounts and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates.

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, we recognize the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. Our policy regarding the classification of interest and penalties is to classify them as income tax expense in our financial statements, if applicable.

Capitalized Software

Costs incurred to develop our cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Capitalized costs and amortization for the three and nine-month periods ended September 30, 2022 and 2021, are as follows (in thousands):

	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Capitalized software development costs	$	—	$	54	$	—	$	215
Amortization included in cost of revenues		17		137		48		398

Impairment of Long-lived Assets

In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.

Lease Accounting

The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Fair Value Measurements

ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

· Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Our cash and cash equivalents are quoted at Level 1.

· Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market.

· Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

As of September 30, 2022 and December 31, 2021, the Company believes that the fair value of our financial instruments, such as, accounts receivable, our line of credit, and accounts payable approximate their carrying amounts.

Translation of Foreign Financial Statements

The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated.

Business Combinations, Goodwill and Intangible Assets

The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks are considered an indefinite-lived asset and, as such, are not amortized as there is no foreseeable limit to cash flows generated from them. The goodwill and intangible assets are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. The client relationships (7-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-6 years) are amortized over their estimated useful lives.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment.

Advertising

The Company expenses advertising as incurred. During the three and nine-month periods ended September 30, 2022, advertising expense was $95,000 and $304,000, respectively. During the three and nine-month periods ended September 30, 2021, advertising expense was $37,000 and $169,000, respectively.

Stock-based Compensation

The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award.

Employee Retention Credit

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC.

We are eligible under the CARES Act ERC as an employer that carried on a trade or business during calendar year 2020 and whose business operations were fully or partially suspended during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes) due to COVID-19.

ASC 105, Generally Accepted Accounting Principles, describes the decision-making framework when no guidance exists in US GAAP for a particular transaction. Specifically, ASC 105-10-05-2 instructs companies to look for guidance for a similar transaction within US GAAP and apply that guidance by analogy. As such, forms of government assistance, such as the ERC, provided to business entities would not be within the scope of ASC 958, but it may be applied by analogy under ASC 105-10-05-2. We accounted for the ERC as a government grant in accordance with Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) by analogy under ASC 105-10-05-2. Under this standard, government grants are recognized when the conditions or conditions on which they depend are substantially met. The conditions for recognition of the ERC include, but are not limited to:

· An entity has been adversely affected by the COVID-19 pandemic

· We have not used qualifying payroll for both the Paycheck Protection Program and the ERC

· We incurred payroll costs to retain employees

During the three and nine months ended September 30, 2021, we recorded an ERC benefit of 366,000 in other income in our Consolidated statements of operations and in other current assets in our Consolidated balance sheets as of September 30, 2021.

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Equity

9 Months Ended

Sep. 30, 2022

Equity

Equity

Note 3: Equity

2014 Equity Incentive Plan

On May 23, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). Under the terms of the 2014 Plan, the Company is authorized to issue incentive awards for common stock up to 200,000 shares to employees and other personnel. On June 10, 2016 and June 17, 2020, the shareholders of the Company approved an additional 200,000 and 200,000 awards, respectively, to be issued under the 2014 Plan, bringing the total number of shares to be awarded to 600,000. The awards may be in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units and performance awards. The 2014 Plan is effective through March 31, 2024. As of September 30, 2022, there are 140,995 shares which remain eligible to be granted under the 2014 Plan.

The following table summarizes information about stock options outstanding and exercisable at September 30, 2022:

		Options Outstanding						Options Exercisable
Exercise Price Range		Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number
$	0.01 - 8.00		7,500		2.42	$	7.12		7,500
	8.01 - 11.00		3,500		4.82		10.11		3,500
	11.01 - 16.00		18,000		5.78		13.12		18,000
	16.01 - 27.00		38,000		8.55		24.19		8,000
$	27.01 - 27.71		20,250		9.30		27.71		1,500
	Total		87,250		7.48	$	20.69		38,500

As of September 30, 2022, the Company had unrecognized stock compensation related to the options of $489,000, which will be recognized through 2026.

During the nine months ended September 30, 2022, the Company granted 32,240 restricted stock units. No restricted stock units were granted during the three months ended September 20, 2022. An executive officer was granted 20,000 shares which do not vest until the third anniversary of the grant date and have a grant date fair value of $26.00 per share. Non-employee directors were granted 12,240 shares with a grant date fair value of $26.92 and vest at the earlier of the 2023 annual meeting of the shareholders or one year. During the nine months ended September 30, 2022, 15,265 restricted stock units with an intrinsic value of $26.05 per share vested.  No restricted stock units vested during the three months ended September 30, 2022. As of September 30, 2022, there was $666,000 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2025.

Stock repurchase and retirement

On August 7, 2019, the Company publicly announced a share repurchase program under which the Company was authorized to repurchase up to $1,000,000 of its common shares. On March 16, 2020, the Company publicly announced that the Company increased the share repurchase program to repurchase up to $2,000,000 of its common shares. As of March 31, 2021, the Company completed the repurchase program by purchasing 179,845 shares as shown in the table below ($ in 000’s, except share or per share amounts):

	Shares Repurchased
Period	Total Number of Shares Repurchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
August 7-31, 2019		22,150	$	9.34		22,150	$	793
September 1-30, 2019		2,830		10.00		2,830		765
October 1-31, 2019		39,363		10.44		39,363		354
November 1-30, 2019		11,827		10.43		11,827		231
December 1-31, 2019		—		—		—		231
January 1-31, 2020		—		—		—		231
February 1-29, 2020		—		—		—		231
March 1-31, 2020		21,700		9.33		21,700		1,028
April 1-30, 2020		22,698		9.02		22,698		823
May 1-31, 2020		39,500		9.51		39,500		448
No shares repurchased between June 2020 and February 2021
March 1-31, 2021		19,777		22.89		19,777		—
Total		179,845	$	11.15		179,845	$	—

On March 1, 2022, the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $5,000,000 of its common shares. The Company completed the repurchase program by purchasing 38,563 and 207,964 shares during the three and nine-month periods ended September 30, 2022, respectively, as shown in the table below ($ in 000’s, except share or per share amounts):

	Shares Repurchased
Period	Total Number of Shares Repurchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
March 1-31, 2022		6,200	$	29.35		6,200	$	4,818
April 1-30, 2022		8,226		27.76		8,226		4,590
May 1-31, 2022		80,748		22.92		80,748		2,739
June 1-30, 2022		74,227		23.98		74,227		959
July 1-31, 2022		32,392		24.88		32,392		153
August 1-31, 2022		6,171		24.79		6,171		—
September 1-30, 2022		—		—		—		—
Total		207,964	$	24.04		207,964	$	—

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Income Taxes

9 Months Ended

Sep. 30, 2022

Income Taxes

Income Taxes

Note 4: Income taxes

The company recognized income tax expense of $180,000 and $681,000 for the three and nine-month periods ended September 30, 2022, respectively, compared to $319,000 and $738,000 during the same periods of 2021. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items. For the three and nine-month periods ended September 30, 2022, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income taxes and expense related to Global Intangible Low-Taxed Income inclusion, partially offset by foreign tax credits.

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Leases

9 Months Ended

Sep. 30, 2022

Leases

Leases

Note 5: Leases

Leasing activity generally consists of office leases. In March 2019, a new lease was signed to move the corporate headquarters to Raleigh, North Carolina. The new lease, which had a lease commencement date of October 2, 2019, expires December 31, 2027. Minimum lease payments are $2,997,000, not including a tenant improvement allowance of $488,000, which is included in fixed assets as of September 30, 2022. The Company recognized a ROU asset and corresponding lease liability of $2,596,000, which represents the present value of minimum lease payments discounted at 3.77%, the Company’s incremental borrowing rate at lease inception. The Company also has an office in Salt Lake City, Utah, which is on a short-term lease that is month-to-month. As a result, the short-term lease recognition exemption has been elected for this lease, which means, for leases not expected to extend beyond twelve months, a ROU asset or lease liability will not be recognized.

Lease liabilities totaled $1,787,000 as of September 30, 2022. The current portion of this liability of $365,000 is included in Accrued expenses on the Consolidated balance sheets and the long-term portion of $1,422,000 is included in Lease liabilities on the Consolidated Balance Sheets. Rent expense consists of both operating lease expense from amortization of our ROU assets as well as variable lease expense which consists of non-lease components of office leases (i.e. common area maintenance) or rent expense associated with short-term leases. The components of lease expense were as follows (in 000’s):

	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Lease expense
Operating lease expense	$	89	$	87	$	268	$	261
Variable lease expense		4		29		31		86
Total lease expense	$	93	$	116	$	299	$	347

The weighted-average remaining non-cancelable lease term for our operating leases was 5.25 years as of September 30, 2022. As of September 30, 2022, the weighted-average discount rate used to determine the lease liability was 3.77%. The future minimum lease payments to be made under non-cancelable operating leases on September 30, 2022, are as follows (in 000’s):

Year Ended December 31:
2022	$	92
2023		369
2024		379
2025		389
2026		400
Thereafter		413
Total lease payments		2,042
Present value adjustment		(255	)
Lease liability	$	1,787

We have performed an evaluation of our other contracts with customers and suppliers in accordance with Topic 842 and have determined that, except for the leases described above, none of our contracts contain a lease.

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Revenue

9 Months Ended

Sep. 30, 2022

Revenue

Revenue

Note 6: Revenue

The Company considers itself to be a single reportable segment under the authoritative guidance for segment reporting, specifically a communications and compliance company for publicly traded and private companies. The following tables present revenue disaggregated by revenue stream in (000’s):

	Three months ended September 30,
Revenue Streams	2022				2021
Communications	$	3,487	66.0	%	$	3,686	67.4	%
Compliance		1,793	34.0	%		1,779	32.6	%
Total	$	5,280	100.0	%	$	5,465	100.0	%

	Nine months ended September 30,
Revenue Streams	2022				2021
Communications	$	10,561	64.5	%	$	10,383	64.2	%
Compliance		5,814	35.5	%		5,782	35.8	%
Total	$	16,375	100.0	%	$	16,165	100.0	%

The Company did not have any customers during the three and nine-month periods ended September 30, 2022 or 2021 that accounted for more than 10% of revenue.

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Line of Credit

9 Months Ended

Sep. 30, 2022

Line of Credit

Line Of Credit

Note 7: Line of Credit

Effective October 3, 2021, the Company renewed its unsecured Line of Credit, which changed the interest rate from LIBOR plus 1.75% to SOFR (Secured Overnight Financing Rate) plus 1.75%. The amount of funds available for borrowing remained $3,000,000 and the term remained two years. As of September 30, 2022, the interest rate was 4.22% and the Company did not owe any amounts on the Line of Credit.

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Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events

Subsequent Events

Note 8: Subsequent Event

Acquisition of iNewsWire.com LLC

On November 1, 2022 (the “Closing Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Lead Capital, LLC, a Delaware limited liability company (the “Seller”), whereby the Company purchased all of the issued and outstanding membership interests of iNewsWire.com LLC, a Delaware limited liability company (“Newswire”).  Newswire is a leading media and marketing communications technology company that provides press release distribution, media databases, media monitoring, and newsrooms through its Media Advantage Platform. 

Under the terms of the Purchase Agreement and on the Closing Date, the Company paid to the Seller aggregate consideration of approximately $43.9 million, consisting of the following: (i) a cash payment of $18.0 million subject to a 60-day escrow to secure the payment of any working capital adjustments or any employee bonus obligations of Newswire; (ii) the issuance of a Secured Promissory Note in the principal amount of $22.0 million (the “Secured Note”); and (iii) the issuance of 180,181 shares of the Company’s common stock, par value $0.001, valued at approximately $3.9 million based on the Company’s closing stock price of $21.60 on the Closing Date.

The Secured Note is due and payable on November 8, 2023 (the “Maturity Date”) and bears an annual interest rate of 6%.  The Secured Note is secured by the intellectual property (with certain exceptions) and the domain names acquired by the Company as part of the acquisition.  The Secured Note may be prepaid, however, the 6% interest payment is guaranteed through the Maturity Date even if prepayments are made.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Earnings Per Share (EPS)

Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling 50,250 were excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2022, because their impact was anti-dilutive. There were no shares issuable upon the exercise of stock options excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2021, because their impact was anti-dilutive.

Revenue Recognition

Substantially all the Company’s revenue comes from contracts with customers for subscriptions to its cloud-based products or contracts for Communications and Compliance products and services. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of our news distribution and webcasting offerings, our customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer.

The Company's contracts include either a subscription to our entire platform or certain modules within our platform, or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. For these bundled contracts, the Company accounts for individual subscriptions and services as separate performance obligations if they are distinct, which is when a product or service is separately identifiable from other items in the bundled package, and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company separates revenue from its contracts into two revenue streams: i) Communications and ii) Compliance. Performance obligations of Communications contracts include providing subscriptions to certain modules or the entire Platform id. Communications module, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings or other events on a per event basis. Performance obligations of Compliance contracts include providing subscriptions to our cloud-based Platform id. Compliance module, Whistleblower module or other stand-ready obligations to deliver services and annual report printing and distribution.  Additionally, services are provided on a per project basis. Set up fees for disclosure services are considered a separate performance obligation and are satisfied upfront. Set up fees for our transfer agent module and investor relations content management module are immaterial. The Company’s subscription and service contracts are generally for one year, with automatic renewal clauses included in the contract until the contract is cancelled. The contracts do not contain any rights of returns, guarantees or warranties. Since contracts are generally for one year, all the revenue is expected to be recognized within one year from the contract start date. As such, the Company has elected the optional exemption that allows the Company not to disclose the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of each reporting period.

The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for per release contracts and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations.

For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary.

The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily press release packages which have been prepaid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of September 30, 2022, and December 31, 2021, was $3,429,000 and $3,086,000, respectively, and is expected to be recognized within one year. Revenue recognized for the nine months ended September 30, 2022, and 2021, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $2,763,000 and $1,948,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,062,000 and $3,291,000 as of September 30, 2022, and December 31, 2021, respectively. Since substantially all the contracts have terms of one year or less, the Company has elected to use the practical expedient regarding the existence of a significant financing.

Costs to obtain contracts with customers consist primarily of sales commissions. As of September 30, 2022 and December 31, 2021, the Company has capitalized $80,000 and $53,000, respectively, of costs to obtain contracts that are expected to be amortized over more than one year. For contract costs expected to be amortized in less than one year, the Company has elected to use the practical expedient allowing the recognition of incremental costs of obtaining a contract as an expense when incurred. The Company has considered historical renewal rates, expectations of future renewals and economic factors in making these determinations.

Cash Equivalents

For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents.

Accounts Receivable And Allowance For Doubtful Accounts

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. Credit is granted on an unsecured basis. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. Given the ongoing environment of the COVID-19 pandemic and recent economic downturn, additional attention has been paid to the financial viability of our customers. The Company generally writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.

Concentration Of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company places its cash and temporary cash investments with credit quality institutions. Such cash balances are currently in excess of the FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institutions, each quarter the Company evaluates the rating of the financial institution in which it holds deposits. As of September 30, 2022, the total amount exceeding such limit was $19,375,000. The Company also had cash-on-hand of $2,137,000 in Canada and $50,000 in Europe as of September 30, 2022.

The Company believes it did not have any financial instruments that could have potentially subjected us to significant concentrations of credit risk for any relevant period.

Use Of Estimates

The preparation of financial statements in conformity with US 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. Significant estimates include the allowance for doubtful accounts and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates.

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, we recognize the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. Our policy regarding the classification of interest and penalties is to classify them as income tax expense in our financial statements, if applicable.

Capitalized Software

Costs incurred to develop our cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Capitalized costs and amortization for the three and nine-month periods ended September 30, 2022 and 2021, are as follows (in thousands):

	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Capitalized software development costs	$	—	$	54	$	—	$	215
Amortization included in cost of revenues		17		137		48		398

Impairment Of Long-lived Assets

In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.

Lease Accounting

The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Fair Value Measurements

ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

· Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Our cash and cash equivalents are quoted at Level 1.

· Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market.

· Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

As of September 30, 2022 and December 31, 2021, the Company believes that the fair value of our financial instruments, such as, accounts receivable, our line of credit, and accounts payable approximate their carrying amounts.

Translation Of Foreign Financial Statements

The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated.

Business Combinations, Goodwill And Intangible Assets

The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks are considered an indefinite-lived asset and, as such, are not amortized as there is no foreseeable limit to cash flows generated from them. The goodwill and intangible assets are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. The client relationships (7-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-6 years) are amortized over their estimated useful lives.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment.

Advertising

The Company expenses advertising as incurred. During the three and nine-month periods ended September 30, 2022, advertising expense was $95,000 and $304,000, respectively. During the three and nine-month periods ended September 30, 2021, advertising expense was $37,000 and $169,000, respectively.

Stock-based Compensation

The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award.

Employee Retention Credit

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC.

We are eligible under the CARES Act ERC as an employer that carried on a trade or business during calendar year 2020 and whose business operations were fully or partially suspended during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes) due to COVID-19.

ASC 105, Generally Accepted Accounting Principles, describes the decision-making framework when no guidance exists in US GAAP for a particular transaction. Specifically, ASC 105-10-05-2 instructs companies to look for guidance for a similar transaction within US GAAP and apply that guidance by analogy. As such, forms of government assistance, such as the ERC, provided to business entities would not be within the scope of ASC 958, but it may be applied by analogy under ASC 105-10-05-2. We accounted for the ERC as a government grant in accordance with Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) by analogy under ASC 105-10-05-2. Under this standard, government grants are recognized when the conditions or conditions on which they depend are substantially met. The conditions for recognition of the ERC include, but are not limited to:

· An entity has been adversely affected by the COVID-19 pandemic

· We have not used qualifying payroll for both the Paycheck Protection Program and the ERC

· We incurred payroll costs to retain employees

During the three and nine months ended September 30, 2021, we recorded an ERC benefit of 366,000 in other income in our Consolidated statements of operations and in other current assets in our Consolidated balance sheets as of September 30, 2021.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Capitalized costs and amortization

	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Capitalized software development costs	$	—	$	54	$	—	$	215
Amortization included in cost of revenues		17		137		48		398

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Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity

Stock Options Outstanding And Exercisable

		Options Outstanding						Options Exercisable
Exercise Price Range		Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number
$	0.01 - 8.00		7,500		2.42	$	7.12		7,500
	8.01 - 11.00		3,500		4.82		10.11		3,500
	11.01 - 16.00		18,000		5.78		13.12		18,000
	16.01 - 27.00		38,000		8.55		24.19		8,000
$	27.01 - 27.71		20,250		9.30		27.71		1,500
	Total		87,250		7.48	$	20.69		38,500

Shares Repurchased

	Shares Repurchased
Period	Total Number of Shares Repurchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
August 7-31, 2019		22,150	$	9.34		22,150	$	793
September 1-30, 2019		2,830		10.00		2,830		765
October 1-31, 2019		39,363		10.44		39,363		354
November 1-30, 2019		11,827		10.43		11,827		231
December 1-31, 2019		—		—		—		231
January 1-31, 2020		—		—		—		231
February 1-29, 2020		—		—		—		231
March 1-31, 2020		21,700		9.33		21,700		1,028
April 1-30, 2020		22,698		9.02		22,698		823
May 1-31, 2020		39,500		9.51		39,500		448
No shares repurchased between June 2020 and February 2021
March 1-31, 2021		19,777		22.89		19,777		—
Total		179,845	$	11.15		179,845	$	—

	Shares Repurchased
Period	Total Number of Shares Repurchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
March 1-31, 2022		6,200	$	29.35		6,200	$	4,818
April 1-30, 2022		8,226		27.76		8,226		4,590
May 1-31, 2022		80,748		22.92		80,748		2,739
June 1-30, 2022		74,227		23.98		74,227		959
July 1-31, 2022		32,392		24.88		32,392		153
August 1-31, 2022		6,171		24.79		6,171		—
September 1-30, 2022		—		—		—		—
Total		207,964	$	24.04		207,964	$	—

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Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases

Lease Expense

	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Lease expense
Operating lease expense	$	89	$	87	$	268	$	261
Variable lease expense		4		29		31		86
Total lease expense	$	93	$	116	$	299	$	347

Future Minimum Lease Payments

Year Ended December 31:
2022	$	92
2023		369
2024		379
2025		389
2026		400
Thereafter		413
Total lease payments		2,042
Present value adjustment		(255	)
Lease liability	$	1,787

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Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Revenue

Disaggregated Revenue

	Three months ended September 30,
Revenue Streams	2022				2021
Communications	$	3,487	66.0	%	$	3,686	67.4	%
Compliance		1,793	34.0	%		1,779	32.6	%
Total	$	5,280	100.0	%	$	5,465	100.0	%

	Nine months ended September 30,
Revenue Streams	2022				2021
Communications	$	10,561	64.5	%	$	10,383	64.2	%
Compliance		5,814	35.5	%		5,782	35.8	%
Total	$	16,375	100.0	%	$	16,165	100.0	%

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Summary of Significant Accounting Policies
Capitalized software development costs	$ 0	$ 54	$ 0	$ 215
Amortization included in cost of revenues	$ 17	$ 137	$ 48	$ 398

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
FDIC Exceeding Limit	$ 19,375,000		$ 19,375,000
Capitalized Costs	80,000		80,000		$ 53,000
FDIC Insurance Limit	250,000		250,000
Advertising Expense	95,000	$ 37,000	304,000	$ 169,000
Deferred Revenue	3,429,000		3,429,000		3,086,000
Revenue Recognized Included In The Deferred Revenue			2,763,000	1,948,000
Accounts Receivable Related To Contracts With Customers	$ 3,062,000		$ 3,062,000		$ 3,291,000
Antidilutive Securities Excluded From Computation Of Earnings Per Common Share	50,250		50,250
Other income	$ 0	$ 366,000	$ 0	$ 366,000
Canada [Member]
Cash-on-hand	2,137,000		2,137,000
Europe
Cash-on-hand	$ 50,000		$ 50,000
Customer Lists
Intangible Asset Estimated Useful Lives			3 years
Distribution Partner Relationships
Intangible Asset Estimated Useful Lives			10 years
Non-compete Agreements
Intangible Asset Estimated Useful Lives			5 years
Minimum [Member] | Customer Relationships
Intangible Asset Estimated Useful Lives			7 years
Minimum [Member] | Software and Technology
Intangible Asset Estimated Useful Lives			3 years
Maximum | Customer Relationships
Intangible Asset Estimated Useful Lives			10 years
Maximum | Software and Technology
Intangible Asset Estimated Useful Lives			6 years

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Equity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number Of Options Outstanding	87,250
Weighted Average Remaining Contractual Life (in Years)	7 years 5 months 23 days
Weighted Average Exercise Price | $ / shares	$ 20.69
Number Of Options Exercisable	38,500
Option 1
Number Of Options Outstanding	7,500
Weighted Average Remaining Contractual Life (in Years)	2 years 5 months 1 day
Weighted Average Exercise Price | $ / shares	$ 7.12
Number Of Options Exercisable	7,500
Exercise Price Range	0.01 - 8.00
Option 2
Number Of Options Outstanding	3,500
Weighted Average Remaining Contractual Life (in Years)	4 years 9 months 25 days
Weighted Average Exercise Price | $ / shares	$ 10.11
Number Of Options Exercisable	3,500
Exercise Price Range	8.01 - 11.00
Option 3
Number Of Options Outstanding	18,000
Weighted Average Remaining Contractual Life (in Years)	5 years 9 months 10 days
Weighted Average Exercise Price | $ / shares	$ 13.12
Number Of Options Exercisable	18,000
Exercise Price Range	11.01 - 16.00
Option 4
Number Of Options Outstanding	38,000
Weighted Average Remaining Contractual Life (in Years)	8 years 6 months 18 days
Weighted Average Exercise Price | $ / shares	$ 24.19
Number Of Options Exercisable	8,000
Exercise Price Range	16.01 - 27.00
Option 5
Number Of Options Outstanding	20,250
Weighted Average Remaining Contractual Life (in Years)	9 years 3 months 18 days
Weighted Average Exercise Price | $ / shares	$ 27.71
Number Of Options Exercisable	1,500
Exercise Price Range	27.01 - 27.71

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Equity (Details 1) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2022
Average price paid per share			$ 24.04
Number of shares purchased as part of publicly announced program	179,845	179,845	207,964
Maximum dollar value of shares that may yet be purchased under the program			$ 0
Number of shares repurchased			207,964
March 1-31, 2022 [Member]
Average price paid per share			$ 29.35
Number of shares purchased as part of publicly announced program			6,200
Maximum dollar value of shares that may yet be purchased under the program			$ 4,818
Number of shares repurchased			6,200
April 1-30, 2022 [Member]
Average price paid per share			$ 27.76
Number of shares purchased as part of publicly announced program			8,226
Maximum dollar value of shares that may yet be purchased under the program			$ 4,590
Number of shares repurchased			8,226
May 1-31, 2022 [Member]
Average price paid per share			$ 22.92
Number of shares purchased as part of publicly announced program			80,748
Maximum dollar value of shares that may yet be purchased under the program			$ 2,739
Number of shares repurchased			80,748
June 1-30, 2022 [Member]
Average price paid per share			$ 23.98
Number of shares purchased as part of publicly announced program			74,227
Maximum dollar value of shares that may yet be purchased under the program			$ 959
Number of shares repurchased			74,227
August 7-31, 2019
Average price paid per share			$ 9.34
Number of shares purchased as part of publicly announced program			22,150
Maximum dollar value of shares that may yet be purchased under the program			$ 793
Number of shares repurchased			22,150
September 1-30, 2019
Average price paid per share			$ 10.00
Number of shares purchased as part of publicly announced program			2,830
Maximum dollar value of shares that may yet be purchased under the program			$ 765
Number of shares repurchased			2,830
October 1-31, 2019 [Member]
Average price paid per share			$ 10.44
Number of shares purchased as part of publicly announced program			39,363
Maximum dollar value of shares that may yet be purchased under the program			$ 354
Number of shares repurchased			39,363
November 1-30, 2019 [Member]
Average price paid per share			$ 10.43
Number of shares purchased as part of publicly announced program			11,827
Maximum dollar value of shares that may yet be purchased under the program			$ 231
Number of shares repurchased			11,827
December 1-31, 2019 [Member]
Average price paid per share			$ 0
Number of shares purchased as part of publicly announced program			0
Maximum dollar value of shares that may yet be purchased under the program			$ 231
Number of shares repurchased			0
January 1-31, 2020 [Member]
Average price paid per share			$ 0
Number of shares purchased as part of publicly announced program			0
Maximum dollar value of shares that may yet be purchased under the program			$ 231
Number of shares repurchased			0
February 1-29, 2020 [Member]
Average price paid per share			$ 0
Number of shares purchased as part of publicly announced program			0
Maximum dollar value of shares that may yet be purchased under the program			$ 231
Number of shares repurchased			0
March 1-31, 2020 [Member]
Average price paid per share			$ 9.33
Number of shares purchased as part of publicly announced program			21,700
Maximum dollar value of shares that may yet be purchased under the program			$ 1,028
Number of shares repurchased			21,700
April 1-30, 2020 [Member]
Average price paid per share			$ 9.02
Number of shares purchased as part of publicly announced program			22,698
Maximum dollar value of shares that may yet be purchased under the program			$ 823
Number of shares repurchased			22,698
May 1-31, 2020 [Member]
Average price paid per share			$ 9.51
Number of shares purchased as part of publicly announced program			39,500
Maximum dollar value of shares that may yet be purchased under the program			$ 448
Number of shares repurchased			39,500
March 1-31, 2021 [Member]
Average price paid per share			$ 22.89
Number of shares purchased as part of publicly announced program			19,777
Maximum dollar value of shares that may yet be purchased under the program			$ 0
Number of shares repurchased			19,777
Total [Member]
Average price paid per share			$ 11.15
Number of shares purchased as part of publicly announced program			179,845
Maximum dollar value of shares that may yet be purchased under the program			$ 0
Number of shares repurchased			179,845
July 1-31, 2022 [Member]
Average price paid per share			$ 24.88
Number of shares purchased as part of publicly announced program			32,392
Maximum dollar value of shares that may yet be purchased under the program			$ 153
Number of shares repurchased			32,392
Aug 1-31, 2022 [Member]
Average price paid per share			$ 24.79
Number of shares purchased as part of publicly announced program			6,171
Maximum dollar value of shares that may yet be purchased under the program			$ 0
Number of shares repurchased			6,171
Sep 1-30, 2022 [Member]
Average price paid per share			$ 0
Number of shares purchased as part of publicly announced program			0
Maximum dollar value of shares that may yet be purchased under the program			$ 0
Number of shares repurchased			0

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Equity (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 10, 2016	Jun. 17, 2020	Mar. 16, 2020	Sep. 30, 2022	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 01, 2022	Aug. 07, 2019
Unrecognized Compensation Expense, Options				$ 489,000			$ 489,000
Shares Repurchased										$ 1,000,000
Restricted Shares, Granted							15,265
Intrinsic value of restricted shares							$ 26.05
Increased In Repurchases Shares			$ 200,000
Purchased Shares					179,845	179,845	207,964
Unrecognized Compensation Expense, Restricted Stock Units								$ 666,000
March 1, 2022
Shares Repurchased									$ 5,000,000
Purchased Shares				38,563			207,964
2014 Plan
Shares Available For Grant				140,995			140,995
Shares Issued For Common Stock							200,000
Additional Awards	200,000	200,000
Total Number Of Shares To Be Awarded							600,000
Employees [Member]
Restricted Shares, Granted							32,240
Non-Employee Directors [Member]
Restricted Shares, Granted							12,240
Fair Value Of Restricted Shares							$ 26.92
Executive Officer [Member]
Restricted Shares, Granted							20,000
Fair Value Of granted Shares							$ 26.00

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Income Taxes (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Taxes
Income Tax Expense	$ 180,000	$ 319,000	$ 681,000	$ 738,000
U.s. Statutory Rate	21.00%		21.00%

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Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases
Operating Lease Expense	$ 89	$ 87	$ 268	$ 261
Variable Lease Expense	4	29	31	86
Total lease expense	$ 93	$ 116	$ 299	$ 347

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Leases (Details 1) $ in Thousands	Sep. 30, 2022 USD ($)
Leases
2022	$ 92
2023	369
2024	379
2025	389
2026	400
Thereafter	413
Total Lease Payments	2,042
Present Value Adjustment	(255)
Lease Liability	$ 1,787

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Leases (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Lease Liability, Current Portion	$ 365,000
Expiry Of Lease	Dec. 31, 2027
Weighted Average Non Cancelable Lease Term	5 years 3 months
Right-of-use Asset - Leases	$ 1,422,000	$ 1,659,000
Operating Lease Liability, Total	1,787,000
Lease Liability
Operating Lease Liability, Total	$ 1,787,000
March 2019
Weighted-average Discount Rate	3.77%
Minimum lease payments discounted	3.77%
Right-of-use Asset - Leases	$ 2,596,000
Lease Payments	2,997,000
Improvment Allowance Of Lease Payments	$ 488,000

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Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues	$ 5,280	$ 5,465	$ 16,375	$ 16,165
Percentage Of Revenue From Revenue Streams	100.00%	100.00%	100.00%	100.00%
Communication [Member]
Revenues	$ 3,487	$ 3,686	$ 10,561	$ 10,383
Percentage Of Revenue From Revenue Streams	66.00%	67.40%	64.50%	64.20%
Compliance [Member]
Revenues	$ 1,793	$ 1,779	$ 5,814	$ 5,782
Percentage Of Revenue From Revenue Streams	34.00%	32.60%	35.50%	35.80%

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Line of Credit (Details Narrative)	Sep. 30, 2022 USD ($)
Line Of Credit, Maximum Borrowing Capacity	$ 3,000,000
Interest Rate	4.22%
LIBOR
Line Of Credit Facility, Interest Rate At Period End	1.75%
SOFR
Line Of Credit Facility, Interest Rate At Period End	1.75%

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Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	Nov. 02, 2022	Nov. 01, 2022	Sep. 30, 2022	Dec. 31, 2021
Common stock value			$ 4	$ 4
Common stock per value			$ 0.001	$ 0.001
Subsequent Event [Member]
Common stock value		$ 3,900
Consideration of sales greement	$ 43,900
Cash payment	18,000
Principal amount	22,000
Stock price	$ 21,600
Common stock per value		$ 0.001
Interest rate	6.00%
Common stock issuance	180,181