UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

———————

FORM 10-K

———————

  

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Year Ended: December 31, 2022

  

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

 

For the Transition Period from ___________to ___________

 

———————

isdr_10kimg1.jpg

ISSUER DIRECT CORPORATION

(Name of small business issuer in its charter)

———————

 

Delaware

 

1-10185

 

26-1331503

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

One Glenwood Avenue, Suite 1001, Raleigh, NC 27603

(Address of Principal Executive Office) (Zip Code)

 

(919) 481-4000

(Registrant’s telephone number, including area code)

 

———————

 

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 per share

 

ISDR

 

NYSE American.

 

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

 

None

(Title of Class)

 

———————

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No

 

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 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

 

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 definition 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 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 ☒

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2022, the last business day of the registrant's second fiscal quarter, was approximately $92,850,125 based on the closing price reported on the NYSE American as of such date.

 

As of March 2, 2023, the number of outstanding shares of the registrant's common stock was 3,791,020.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders (the “2023 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2023 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the year to which this report relates.

 

 

 

 

TABLE OF CONTENTS

 

PART I

 

 

 

 

 

Item 1.

Description of Business

 

4

 

 

 

 

 

 

Item 1A.

Risk Factors

 

12

 

 

 

 

 

 

Item 1B.

Unresolved Staff Comments

 

20

 

 

 

 

 

 

Item 2.

Property

 

20

 

 

 

 

 

 

Item 3.

Legal Proceedings

 

20

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

20

 

 

 

 

 

 

PART II

 

 

 

 

 

Item 5.

Market for Common Equity and Related Stockholder Matters

 

21

 

 

 

 

 

 

Item 6.

Select Financial Data

 

22

 

 

 

 

 

 

Item 7.

Management’s Discussion and Analysis and Results of Operations

 

23

 

 

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

31

 

 

 

 

 

 

Item 8.

Financial Statements and Supplementary Data

 

31

 

 

 

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

31

 

 

 

 

 

 

Item 9A.

Controls and Procedures

 

31

 

 

 

 

 

 

Item 9B.

Other Information

 

32

 

 

 

 

 

 

PART III

 

 

 

 

 

Item 10.

Directors, Executive Officers, and Corporate Governance

 

33

 

 

 

 

 

 

Item 11.

Executive Compensation

 

33

 

 

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

33

 

 

 

 

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

33

 

 

 

 

 

 

Item 14.

Principal Accountant Fees and Services

 

33

 

 

 

 

 

 

PART IV

 

 

 

 

 

Item 15.

Exhibits

 

34

 

 

 

 

 

 

 

Signature

 

35

 

 

 

 

 

 

EX-21.1

Subsidiaries of the Registrant

 

 

 

 

 

 

 

 

EX-23.1

Consent of Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

 

EX-31.1

Chief Financial Officer Certification Pursuant to Section 302

 

 

 

 

 

 

 

 

EX-31.2

Chief Financial Officer Certification Pursuant to Section 302

 

 

 

 

 

 

 

 

EX-32.1

Chief Executive Officer Certification Pursuant to Section 906

 

 

 

 

 

 

 

 

EX-32.2

Chief Financial Officer Certification Pursuant to Section 906

 

 

 

 

 

 

 

 

EX-101.INS

XBRL INSTANCE DOCUMENT

 

 

 

EX-101.SCH

XBRL TAXONOMY EXTENSION SCHEMA

 

 

 

EX-101.CAL

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

 

 

 

EX-101.DEF

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

 

 

 

EX-101.LAB

XBRL TAXONOMY EXTENSION LABEL LINKBASE

 

 

 

EX-101.PRE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

 

 

 

 
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Table of Contents

 

CAUTIONARY STATEMENT

 

All statements, other than statements of historical fact, included in this Form 10-K, including without limitation the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” are, or may be deemed to be, forward-looking statements. Such forward-looking statements involve assumptions, known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance or achievements of Issuer Direct Corporation, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements contained in this Form 10-K.

 

In our capacity as Company management, we may from time to time make written or oral forward-looking statements with respect to our long-term objectives or expectations which may be included in our filings with the Securities and Exchange Commission (the “SEC”), reports to stockholders and information provided on our web site.

 

The words or phrases “will likely,” “are expected to,” “is anticipated,” “is predicted,” “forecast,” “estimate,” “project,” “plans to continue,” “believes,” or similar expressions identify “forward-looking statements.” Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We are calling to your attention important factors that could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

 

The following list of important risk factors is not all-inclusive, and we specifically decline to undertake an obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Among the factors that could have an impact on our ability to achieve expected operating results and growth plan goals and/or affect the market price of our stock are (please see full list of risk factors in Item 1A):

 

 

Dependence on key personnel.

 

 

Fluctuation in quarterly operating results related to transaction-based revenue.

 

 

Our ability to successfully integrate and operate acquired assets, businesses, ventures and/or subsidiaries.

 

 

Our ability to successfully develop new products and introduce them to the markets in which we operate.

 

 

Changes in laws and regulations that affect our operations and demand for our products and services.

 

Available Information

 

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Financial Data in iXBRL, Current Reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, in the investor relations section of our website at www.issuerdirect.com.

 

The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

 
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Table of Contents

 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS.

 

Company Overview

 

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, 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 leading communications and compliance company, providing solutions for both public relations and investor relations professionals. Our comprehensive solutions are used by thousands of customers from emerging startups to multi-billion-dollar global brands, ensuring their most important moments are reaching the right audiences, via our industry leading newswire, IR website solutions, events technology and compliance solutions. Our platform 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.

 

Our platform consists of several related but distinct Communications and Compliance modules that companies and customers utilize every quarter. As such, we disclose or revenue 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:

isdr_10kimg5.jpg

 

Over the next several years, we expect the Communications portion of our business to continue to increase, both in terms of overall revenue and as compared to the Compliance portion of our business as it has done in the past. 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 our platform 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.

 

 
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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 press release distribution businesses branded as ACCESSWIRE and Newswire, our webcasting and events business, professional conference and events software, as well as our investor relations website technology. We are currently in the process of integrating the ACCESSWIRE and Newswire news distribution platforms into one system that will give our customers all of the benefits of both systems combined into one. These products are sold as the leading part of our Communications subscription, as well as individually to customers around the globe and are further described below.

 

Acquisition of iNewswire.com LLC

 

On November 1, 2022, we acquired all of the issued and outstanding membership interests of iNewswire.com LLC, a Delaware limited liability company (“Newswire”).  Newswire is a media technology company that provides customers press release distribution, media databases, media monitoring, and newsrooms for greater brand awareness through earned media, increased online visibility through greater search engine optimization recognition, and more sales inquiries through targeted digital marketing campaigns. Through its Media Advantage Platform (“MAP”), Newswire automates media and marketing communications for large and small businesses seeking to deliver the right message to the right audience at the right time for the right purpose.

 

We believe this transaction strengthens our entire communications portfolio and combined with our ACCESSWIRE business, grows our press release distribution business to now be one of North America's largest press release distribution platforms. The acquisition almost doubles our press release customer base and combines what we believe are qualified people and strong distribution, technology and brands. Newswire customers will benefit from the global footprint ACCESSWIRE has built over the last seven years, whereas Issuer Direct's customers will have access to Newswire's brand-new media database platform, analytics, as well as its MAP. Lastly, we believe the acquisition will also result in meaningful operational synergies in the combined company.

 

Through the MAP product, Newswire provides a media and marketing communications utility that converts customers’ owned media into earned media opportunities to accelerate business growth. The MAP Market Builder provides integrated media and marketing communications programs aimed to increase site traffic, qualified leads and lowering cost of acquisition for new accounts.

 

ACCESSWIRE

 

Our existing 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 increase ACCESSWIRE revenues 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 customer flexible pricing, with options to pay per release or enter longer-term agreements for a designated package of releases.

 

 
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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 third quarter of 2021. This product offering can be an add-on to any customer’s ACCESSWIRE or Communications subscription 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 web 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.

 

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 have the ability to deliver their stories automatically or time based. Engagement and delivery reports are also 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 prior years. 

 

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. Our platform 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.

 

 
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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 Communications 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, however in-person events began to increase throughout 2022. 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 our Communications 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 our platform a platform of choice for investment banks, issuers and investors.

 

Investor Relations Websites

 

Our investor relations content network is another component of our Communications offering, 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 with our other Communications offerings. 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.

 

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 Compliance subscription as well as individually to customers around the globe.

 

Disclosure Software and Services

 

Our 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 both from 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 newly mandated SEC disclosure requirements which became effective in 2021.

 

Whistleblower Hotline

 

Our whistleblower hotline is an add-on product within our platform. 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. Recently, we have been working on upgrading the incident response and management component of the workflow, which is expected to be completed in 2023.

 

 
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Stock Transfer Module

 

A valued subscription add-on in our Compliance 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 our Compliance offerings. Most of the customers subscribing to this module today are historical PrecisionIR (“PIR”) – Annual Report Service (“ARS”) users, as well as new customers purchasing the entire platform 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.

 

Our overall strategy includes:

 

Expansion of Customer Base

 

We expect to continue to see demand for our products within our customer base and in the industries we serve. We continue to focus on migrating customer contracts to subscription-based contracts that are typically with terms of one year or greater. We believe this will help us move from a transaction-based revenue model to a recurring subscription-based revenue model, which may give us more consistent, predictable revenue patterns and hopefully create longer lasting customer relationships.

 

 Additionally, as part of our customer expansion efforts, we are committed to working beyond the single point of contact and into the entire C suite (CEO, CFO, IRO, CMO, Corporate Communications Director, Corporate Secretary, etc.) of an organization which we believe will help drive subscription revenues per customer.

 

Our primary growth strategy continues to be selling our communications solutions to new customers under a subscription arrangement, whereas in the past we were inclined to sell a single point solution. Selling a subscription to our Communications platform allows us to provide our customers with a competitively priced, complete solution for their communications needs. Our strategy of selling our cloud-based offerings via our platform to all customers under a subscription agreement should benefit us by moving away from selling individual solutions within highly commoditized markets that are experiencing pricing pressures.

 

 
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New Offerings

 

During 2023 and going forward, we plan to continue to innovate, improve and build new applications into and with our platform, with the objective of developing integrated application solutions that are typically not offered by our competitors. As a company focused on technology offerings, we understand the importance of advancements and fully appreciate the risks and consequences of losing our market position if our product offerings become obsolete.

 

Each year we bring to market certain platform upgrades, add-ons, and new offerings that we believe will complement our overall platform solutions. We believe our innovation and platform technology efficiencies continue to be a competitive advantage and focus for us.

 

We have a slate of product platform enhancements coming this fiscal year as we have had in the past, that will help our customers stay connected with their customers, shareholders and constituent base. Specifically, these advancements will be centered around our communications business, whereby we will be adding analytical components and databases to aid in the discovery of a company’s brand. Additionally, we have other strategic upgrades to our platform that we believe will both increase customer retention and annual revenue per customer.

 

Our acquisition of Newswire provides us the opportunity to offer MAP and our media database platform to existing ACCESSWIRE customers. MAP is a media and marketing communications utility that converts customers’ owned media into earned media opportunities to accelerate business growth. The MAP Market Builder provides integrated media and marketing communications programs aimed to increase site traffic, qualified leads and lowering cost of acquisition for new accounts. The media database platform offers customers access to over a million journalists, broadcasters, and other publishers to target and compose their customized campaign to disseminate to a specific audience. The database also allows customers access to recently published articles by the media contacts to find relevant points to include their messages.

 

Acquisition Strategy

 

We will continue to evaluate complimentary verticals and businesses that we can integrate into our communications platform. While we typically focus on accretive acquisition opportunities, we will also evaluate technology acquisitions that we believe would be strategic to our overall business. Specifically, we will look for communications products and businesses that have recurring revenues, customers and technologies that will further enhance our overall market position.

 

Sales and Marketing

 

During 2022, we continued to strengthen our brands in the market by working aggressively to expand our customer footprint and continue to cross sell to increase average revenue per customer. Since our platform, systems and operations are built to handle growth, we can leverage them to produce consistently high margins and increased cash flows without a proportional increase in our capital or operating expenses.

 

Our sales organization is responsible for generating new customer opportunities and expanding our current customers. We ended 2022 with a multi-tier organization of sales personnel, consisting of Business Development Managers and Customer Service Managers. We believe this approach is the most efficient and effective way to reach new customers and grow our current install base. The total compensation packages for these teams are heavily weighted with commission compensation to incent sales and retention. All members of the sales team have quotas. As of December 31, 2022, we employed 40 full-time equivalent sales and marketing personnel compared to 30 as of December 31, 2021. The increase is driven by additional sales and marketing personnel associated with Newswire.

 

Our marketing organization has been focused on both new customer acquisition as well as campaigns to educate current customers on the advantages of using our platform. Additionally, our marketing team has expanded their focus on investor conferences, strategic partnerships and private company marketing activities in order to continue to scale our business long term.

 

 
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Cybersecurity

 

In all our offerings, quality, support, and scalability as well as the need to preserve the confidential content of our customers are of utmost importance and part of our core values. We continue to maintain agreements with security software and hardware providers and consulting firms to identify, address and create policies and plans which enable us to mitigate our cybersecurity and information vulnerabilities on both a short-term and long-term basis. We believe having a solid cyber and information security policy is not only necessary to maintain our current business model but also is important to attract new customers. During the latter half of 2021, we spent considerable amounts of time building processes, internal controls and systems requirements to adhere to the American Institute of Certified Public Accountants (“AICPA”) criteria for a Service Organization Control 2 (“SOC 2”) report. As a result, we were issued our SOC 2 with a favorable opinion for the period ended November 30, 2022. We plan to continue to work closely with these firms, as well as our audit partner, to maintain our service commitments and system related to the elected trust services criteria.

 

Industry Overview

 

According to a 2022 Burton-Taylor Media Intelligence report, the global communications technology market is more than $5.5 billion in annual revenue. This total includes spending on social media solutions, media monitoring, press release targeting and distribution, and investor relations platforms globally. A key driver of growth in our industry is the introduction of new innovative technologies and solutions. We believe our technology and workflow automation solutions will help us gain market share within the industry.

 

Initially, the webcasting and virtual event side of the communications industry was greatly impacted by the COVID-19 pandemic as demand significantly increased for virtual events due to cancelled live, in-person events, meetings and conferences. Toward the end of the first quarter of 2020, we began enhancing our products by adding virtual components, as well as focusing our selling efforts on our webcasting technologies. However, the heightened demand for these virtual events began to ease as restrictions began to be lifted in 2021 and returned to in-person events in 2022.

 

The communications industry also benefits from increased regulatory requirements and the need for platforms and systems to manage these new regulations. Additionally, the industry, along with cloud-based technologies, have matured considerably over the past several years, whereby corporate issuers and communication professionals are seeking platforms and systems to do some, if not all the work themselves. We believe we are well positioned in this new environment to benefit from subscriptions and further advancements of our platform.

 

The compliance industry is highly fragmented, with hundreds of independent service companies that provide a range of financial reporting and document management services. There is also a wide range of printing and technology software providers. The demands for many of our services historically have been cyclical and reliant on capital market activity. Over the past few years, we have been offering subscriptions which combine both compliance software and service in one annual contract. We believe this offering affords us the ability to reduce our revenue seasonality and provide a new baseline of recurring annualized revenue.

 

Competition

 

Despite some significant consolidation in recent years, the communications and compliance industries remain both highly fragmented and extremely competitive. The success of our products and services are generally based on price, quality, and the ability to service customer demands. Management has been focused on offsetting the risks relating to competition as well as the seasonality by introducing our cloud-based subscription platform, with higher margins, clear competitive advantages, higher customer stickiness and scalability to withstand market and pricing pressures.

 

We also review our operations on a regular basis to balance growth with opportunities to maximize efficiencies and support our long-term strategic goals. We believe by blending our workflow technologies with our legacy service offerings we can offer a comprehensive set of products and solutions to each of our customers within one platform that most competitors cannot offer today.

 

We believe we are positioned to be the communications platform of choice as a cost-effective alternative to both small regional providers and global providers. We also believe we benefit from our location in Raleigh, North Carolina, as we can hire and retain sales, customer service or production personnel in the area at a reasonable cost. However, there are positions where we have strong competition in hiring, such as research and development and qualified sales individuals with communications industry experience.

 

 
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Customers

 

Our customers include a wide variety of public and private companies, mutual funds, law firms, brokerage firms, investment banks, individuals, and other institutions. For the year ended December 31, 2022, we worked with 8,218 customers, compared to 8,045 for the year ended December 31, 2021. This amount includes 1,196 customers from Newswire for the months of November and December. The decrease in customers on the ISDR side is primarily related to a reduction in private customers and customers from agencies we no longer partner with to reduce low margin business and have a direct relationship with our customers. We did not have any customers during the year ended December 31, 2022 that accounted for more than 10% of our revenue or more than 10% of our year end accounts receivable balance as of December 31, 2022.

 

Human Capital and Culture

 

As of December 31, 2022, we employed 137 employees and independent contractors, none of which are represented by a union. Our employees work in our corporate offices in North Carolina or their home offices throughout North America. The increase in headcount over the prior year us primarily related to the acquisition of Newswire.

 

We recognize and value our people as our most important asset in achieving our strategic goals and growing an industry leading communications and compliance company. We are continually working on a human resources strategy that helps drive the right culture, leadership, talent management, performance, reward and recognition, personal development, and ways of working to ensure we achieve our strategic goals while our people benefit from an exceptional experience. Our focus areas in creating a working environment that draws out the best in our employees and allows them to fulfil their potential and support our goals are as follows:

 

 

·

Attract, identify, develop and retain high-performing employees across all areas.

 

·

Develop and support the growth of management and leadership.

 

·

Enable the development of a high-performance culture in which staff performance can be supported, rewarded, enhanced and managed effectively.

 

·

Foster a values-based culture focused on diversity, equity, inclusion, well-being, and positive staff engagement.

 

·

Develop a total reward approach which is valued by staff and facilitates company objectives.

 

·

Provide excellent core human resources, professional development and health and safety services across all departments to enable the effective operation of the Company.

 

Our recruitment strategy is based on identifying top talent, predominantly via existing networks and referrals, and offering competitive compensation packages that combine salary, benefits, equity, and a bonus plan. We apply a wide range of retention initiatives that include rewarding high-performance and opening opportunities for progression and career development. Identification of high-performing talent is linked to succession planning and development of the future-workforce is embedded in employee professional development plans.

 

We attempt to set clear standards with respect to generating an open and transparent working environment in which everyone has a voice. We believe this invokes effective personal development discussions and provides the opportunity to conduct performance reviews supported by transparent data and open conversation.

 

We are dedicated to embedding Diversity, Equity and Inclusion (“DEI”) as an important part of developing our culture through delivery of innovative initiatives and internal workshops, ensuring that DEI policies touch on all aspects of the Company from recruitment practices to company behavior/operating frameworks. These policies will also be reviewed periodically as required and updated accordingly. 

 

We strive to deliver a total reward strategy which appropriately supports achievement of our goals and will help position us as an employer of choice which employees value and understand. This will undergo periodic review to ensure we are able to attract and retain top talent in a financially sustainable way.

 

All our human resource initiatives are supported by key performance indicators to monitor their effectiveness and gain insight into gaps that can be addressed quickly and ensure our overall human resource strategy is adapted as required and maintained to a high degree.

 

 
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Facilities

 

Our headquarters are located in Raleigh, North Carolina. In October 2019, we began a new lease for 9,766 square feet of office space, which expires December 31, 2027.

 

As part of our acquisition of VWP in 2019, we assumed a three-year lease in Ft. Lauderdale, Florida, which expired on January 3, 2022 and we did not renew. Additionally, we had an office in Salt Lake City, Utah, which we vacated in 2022. We did not assume any leases associated with the Newswire acquisition. We continue to monitor the needs of our employees both in a remote and on-site basis and make necessary adjustments to our locations as needed.

 

Insurance

 

We maintain both a general business liability, cyber-security and an errors and omissions policies specific to our industry and operations. We believe that our insurance policies provide adequate coverage for all reasonable risks associated with operating our business. Additionally, we maintain a Directors and Officers insurance policy, which is standard for our industry and size. We also maintain key person life insurance on our C level executives, and one other key individual.

 

We obtained a representation and warranty insurance policy in connection with our acquisition of Newswire relating to potential indemnification claims under the purchase agreement up to an aggregate amount of $12.9 million subject to a retention of $0.4 million.

 

Regulations

 

The securities and financial services industries generally are subject to regulation in the United States and elsewhere. Regulatory policies in the United States and the rest of the world are tasked with safeguarding the integrity of the securities and financial markets and with protecting the interests of both issuers and shareholders.

 

In the United States, corporate issuers are subject to regulation under both federal and state laws, which often require public disclosure and regulatory filings. At the federal level, the SEC regulates the securities industry, along with the Financial Industry Regulatory Authority, or FINRA, formally known as NASD, and NYSE market regulations, various stock exchanges, and other self-regulatory organizations (“SRO”).

 

We operate our filing agent business and transfer agent business under the supervision and regulations of the SEC. Our transfer agency business, Direct Transfer, LLC, is registered with the SEC and is subject to SEC regulations relating to, among other things, annual reporting, examination, internal controls, tax reporting and escheatment services. Our transfer agency is currently approved to handle the securities of NYSE, NASDAQ and OTC Markets.

 

Our objective is to assist corporate issuers with these regulations, communication and compliance of rules imposed by regulatory bodies. The majority of our business involves the distribution of content, either electronically or on paper, to governing bodies and shareholders alike. We are recognized under these regulations to disseminate, communicate and or solicit on behalf of our customers, the issuers.

 

ITEM 1A. RISK FACTORS.

 

Forward-Looking and Cautionary Statements

 

Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the following risks and uncertainties and all other information contained or referred to in this Annual Report on Form 10-K before investing in our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you could lose some or all your investment.

 

 
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Risks related to our business

 

Legislative and regulatory changes can influence demand for our solutions and could adversely affect our business.

 

The market for our solutions depends in part on the requirements of the SEC and other regulatory bodies. Any legislation or rulemaking substantially affecting the content or method of delivery of documents to be filed with these regulatory bodies could have an adverse effect on our business. In addition, evolving market practices in light of regulatory developments could adversely affect the demand for our solutions. New legislation, or a significant change in rules, regulations, directives or standards could reduce demand for our products and services. Regulatory changes could also increase expenses as we modify our products and services to comply with new requirements and retain relevancy, impose limitations on our operations, and increase compliance or litigation expense, each of which could have a material adverse effect on our business, financial condition and results of operations.

 

The environment in which we compete is highly competitive, which creates adverse pricing pressures and may harm our business and operating results if we cannot compete effectively.

 

Competition across all of our businesses is intense. The speed and accuracy with which we can meet customers’ needs, the price of our services and the quality of our products and supporting services are factors in this competition.

 

Some of our competitors have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, marketing and other resources than we do. As a result, they may be able to respond more quickly and effectively than we can to new or changing market demands and requirements. We could also be negatively impacted if our competitors reduce prices, add new features, form strategic alliances with other companies, or are acquired by other companies with greater available resources.

 

These competitive pressures to any aspect of our business could reduce our revenue and earnings.

 

Our business could be harmed if we do not successfully manage the integration of any business that we have acquired or may acquire in the future, particularly in light of our recent acquisition of Newswire. These risks include, among other things:

 

 

the difficulty of integrating the operations and personnel of the acquired businesses into our ongoing operations;

 

 

the potential disruption of our ongoing business and distraction of management;

 

 

the potential for new cyber-security risks to existing operations that weren’t previously mitigated:

 

 

the difficulty in incorporating acquired technology and rights into our products and technology;

 

 

unanticipated expenses and delays relating to completing acquired development projects and technology integration;

 

 

a potential increase in our indebtedness and contingent liabilities, which could restrict our ability to access additional capital when needed or to pursue other important elements of our business strategy;

 

 

the management of geographically remote units;

 

 

the establishment and maintenance of uniform standards, controls, procedures and policies;

 

 

the impairment of relationships with employees and customers as a result of any integration of new management personnel;

 

 

risks of entering markets or types of businesses in which we have either limited or no direct experience;

 

 

the potential loss of key employees and/or customers of the acquired businesses; and

 

 

potential unknown liabilities, such as liability for hazardous substances, or other difficulties associated with acquired businesses.

 

 
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Our revenue growth rate in past periods relating to our Communications revenue stream may not be indicative of its future performance.

 

With respect to our Communications revenue stream, we have experienced an annual revenue growth rate ranging from 13% to 55% between 2016 and 2022. Throughout these years, most of the growth has been due to the success of our ACCESSWIRE newswire brand.  In 2022, we also had additional growth from our acquisition of Newswire. In 2020, much of the growth came from demand for our events products that were upgraded to handle virtual needs in the industry as a result of the COVID-19 pandemic. Additionally, acquisitions of VWP in January 2019 and FSCwire in July 2018 have contributed to the growth. Our historical revenue growth rate of the Communications revenue stream is not indicative of future growth, and we may not achieve similar revenue growth rates in future periods. You should not rely on our revenue or revenue growth for any prior quarterly or annual periods as an indication of our future revenue or revenue growth. If we are unable to maintain consistent revenue or revenue growth, it may be difficult to achieve and maintain profitability and our stock price may be negatively impacted.

 

The success of our cloud-based software largely depends on our ability to provide reliable solutions to our customers. If a customer were to experience a product defect, a disruption in its ability to use our solutions or a security flaw, demand for our solutions could be diminished, we could be subject to substantial liability and our business could suffer.

 

Our product solutions are complex, and we often release new features. As such, our solutions could have errors, defects, viruses or security flaws that could result in unanticipated downtime for our customers and harm our reputation and our business. Internet-based software may contain undetected errors or security flaws when first introduced or when new versions or enhancements are released. We might from time to time find such defects in our solutions, the detection and correction of which could be time consuming and costly. Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to renew, could delay or withhold payment to us or may make claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation. We could also lose future sales. In addition, a security breach of our solutions could result in our future business prospects being materially adversely impacted.

 

 A substantial portion of our business is derived from our press release distribution business, which is dependent on technology and key partners.

 

As noted, our ACCESSWIRE brand has been vital to the increase in revenue associated with our Communications business. It is expected that our recent acquisition of Newswire will also add significant revenue to our Communications business in the future. ACCESSWIRE and Newswire are dependent upon several key partners for news distribution, some of which are also partners that we rely on for other shareholder communications services. During the second quarter of 2019, one of our key partners made an industry-wide decision to no longer accept investor commentary content. A significant portion of our historical ACCESSWIRE revenue was generated from this type of content, which significantly affected revenue going forward. Further disruption in any of these partnerships could have a material adverse impact on our business and financial results and the inability to procure new key partners could impact the growth of the ACCESSWIRE brand, particularly with respect to public company news distribution. Additionally, ACCESSWIRE and Newswire are highly dependent on technology and any performance issues with this technology could have a material impact on our ability to serve our customers and thus our ability to generate revenue.

 

 
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Failure to manage our growth may adversely affect our business or operations.

 

Since 2013, we have experienced overall growth in our business, customer base, employee headcount and operations, and we expect to continue to grow our business over the next several years. This growth places a significant strain on our executive management team and employees and on our operating and financial systems. To manage our future growth, we must continue to scale our business functions, improve our financial and management controls and our reporting systems and procedures and expand and train our work force. In particular, we grew from 24 employees and contractors as of December 31, 2012 to 137 (including 18 independent contractors) as of December 31, 2022. We anticipate that additional investments in sales personnel, infrastructure and research and development spending will be required to:

 

 

scale our operations and increase productivity;

 

 

address the needs of our customers;

 

 

further develop and enhance our existing solutions and offerings; and

 

 

develop new technology.

 

We cannot assure you that our controls, systems and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively. We also cannot assure you that we will be able to continue to expand our market presence in the United States and other current markets or successfully establish our presence in other markets. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

 

If we are unable to retain our key employees and attract and retain other qualified personnel, our business could suffer.

 

Our ability to grow and our future success will depend to a significant extent on the continued contributions of our key executives, managers and employees. In addition, many of our individual technical and sales personnel have extensive experience in our business operations and/or have valuable customer relationships that would be difficult to replace. Their departure, if unexpected and unplanned, could cause a disruption to our business. Our competition for these individuals is intense in certain areas of our business. We may not succeed in identifying and retaining the appropriate personnel in key positions. Further, competitors and other entities have in the past recruited and may in the future attempt to recruit our employees, particularly our sales personnel. The loss of the services of our key personnel, the inability to identify, attract and retain qualified personnel in the future or delays in hiring qualified personnel, particularly technical and sales personnel, could make it difficult for us to manage our business and meet key objectives, such as the timely introduction of new technology-based products and services, which could harm our business, financial condition and operating results.

 

If we fail to keep our customers’ information confidential or if we handle their information improperly, our business and reputation could be significantly and adversely affected.

 

If we fail to keep customers’ proprietary information and documentation confidential, we may lose existing customers and potential new customers and may expose them to significant loss of revenue based on the premature release of confidential information. While we have security measures in place to protect customer information and prevent data loss and other security breaches, these measures may be breached as a result of third-party action, employee error, malfeasance or otherwise. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures.

 

In addition, our service providers (including, without limitation, hosting facilities, disaster recovery providers and software providers) may have access to our customers’ data and could suffer security breaches or data losses that affect our customers’ information.

 

If an actual or perceived security breach or premature release occurs, our reputation could be damaged, and we may lose future sales and customers. We may also become subject to civil claims, including indemnity or damage claims in certain customer contracts, or criminal investigations by appropriate authorities, any of which could harm our business and operating results. Furthermore, while our errors and omissions insurance policies include liability coverage for these matters, if we experienced a widespread security breach that impacted a significant number of our customers for whom we have these indemnity obligations, we could be subject to indemnity claims that exceed such coverage.

 

 
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We must adapt to rapid changes in technology and customer requirements to remain competitive.

 

The market and demand for our products and services, to a varying extent, have been characterized by:

 

 

technological change;

 

 

frequent product and service introductions; and

 

 

evolving customer requirements.

 

We believe that these trends will continue into the foreseeable future. Our success will depend, in part, upon our ability to:

 

 

enhance our existing products and services;

 

 

gain market acceptance; and

 

 

Successfully develop new products and services that meet increasing customer requirements.

 

To achieve these goals, we will need to continue to make substantial investments in sales and marketing. We may not: 

 

 

be successful in developing product and service enhancements or new products and services on a timely basis, if at all; or

 

 

be able to successfully market these enhancements and new products once developed.

 

Further, our products and services may be rendered obsolete or uncompetitive by new industry standards or changing technology.

 

Revenue from subscriptions and many of our service contracts is recognized ratably over the term of the contract or subscription period. As a result, downturns or upturns in sales may not be immediately reflected in our operating results.

 

We generally recognize subscription and support revenue from customers ratably over the terms of their subscription agreements, which are typically on a quarterly or annual cycle and automatically renew for additional periods. As a result, a substantial portion of the revenue we report in each quarter will be derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be immediately reflected in our revenue results for that quarter. This decline, however, will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our solutions and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our subscription revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. In addition, we may be unable to adjust our cost structure to reflect the changes in revenue, which could adversely affect our operating results.

 

Our subscription renewal or upgrade rates may decline due to various factors which may impact our future revenue and operating results.

 

Our business depends substantially on customers renewing their subscriptions with us and expanding their use of our products. Our customers have no obligation to renew their subscriptions for our products after the expiration of their initial subscription period. We may not accurately predict new subscription or expansion rates and the impact these rates may have on our future revenue and operating results. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our service, customers’ ability to continue their operations and spending levels and deteriorating general economic conditions. If our customers do not renew their subscriptions for our products, purchase fewer solutions at the time of renewal, or negotiate a lower price upon renewal, our revenue will decline, and our business will suffer. Our future success also depends in part on our ability to sell additional solutions and products, more subscriptions, or enhanced editions of our products to our current customers. If our efforts to sell additional solutions and products to our customers are not successful, our growth and operations may be impeded. In addition, any decline in our customer renewals or failure to convince our customers to broaden their use of our products would harm our future operating results.

 

 
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We are subject to general litigation and regulatory requirements that may materially adversely affect us.

 

From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. We expect that the number and significance of these potential disputes may increase as our business expands and we grow larger. While most of our agreements with customers limit our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued. Although we carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.

 

New and existing laws make determining our sales and use taxes and income tax rate complex and subject to uncertainty.

 

The computation of sales and use taxes and our provision for income tax is complex, as it is based on the laws of multiple taxing jurisdictions and requires significant judgment on the application of complicated rules governing accounting for such tax provisions under U.S. generally accepted accounting principles. Since sales and use tax varies by state, it may be difficult to determine taxability of our products and services in each state and remain current on frequently changing laws. Additionally, provisions for income tax for interim quarters are based on forecasts of our U.S. and non-U.S. effective tax rates for the year and contain numerous assumptions. Various items cannot be accurately forecasted, and future events may be treated as discrete to the period in which they occur. Our provision for income tax can be materially impacted by things such as changes in our business, internal restructuring and acquisitions, changes in tax laws and accounting guidance and other regulatory, legislative developments, tax audit determinations, changes in uncertain tax positions, tax deductions attributed to equity compensation and changes in our determination for a valuation allowance for deferred tax assets. For all of these reasons, our actual income taxes may be materially different than our provision for income tax.

 

We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual privacy obligations, and our failure to comply could subject us to fines and damages and would harm our reputation and business.

 

We manage private and confidential information and documentation related to our customers’ finances and transactions, often prior to public dissemination. The use of insider information is highly regulated in the United States and abroad, and violations of securities laws and regulations may result in civil and criminal penalties. In addition, we are subject to the data privacy and protection laws and regulations adopted by federal, state and foreign legislatures and governmental agencies. Data privacy and protection is highly regulated and may become the subject of additional regulation in the future. Privacy laws restrict our storage, use, processing, disclosure, transfer and protection of non-public personal information by our customers or collected from visitors of our website. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure, or perceived failure, by us to comply with federal, state or international laws, including laws and regulations regulating privacy, payment card information, personal health information, data or consumer protection, could result in proceedings or actions against us by governmental entities or others.

 

The regulatory framework for privacy and data protection issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at providers of mobile and online resources in particular. Our obligations with respect to privacy and data protection may become broader or more stringent. If we are required to change our business activities or revise or eliminate services, or to implement costly compliance measures, our business and results of operations could be harmed.

 

 If potential customers take a long time to evaluate the use of our products, we could incur additional selling expenses and decrease our profitability.

 

The acceptance of our services depends on a number of factors, including the nature and size of the potential customer base, the effectiveness of our system, and the extent of the commitment being made by the potential customer, and is difficult to predict. Currently, our sales and marketing expenses per customer are fairly low. If potential customers take longer than we expect to decide whether to use our services and require that we travel to their sites, present more marketing material, or spend more time in completing the sales process, our selling expenses could increase, and decrease our profitability.

 

 
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The seasonality of business makes it difficult to predict future results based on specific quarters.

 

A greater portion of our printing, distribution and solicitation of proxy materials business will be processed during the second quarter of our fiscal year. Therefore, the seasonality of our revenue makes it difficult to estimate future operating results based on the results of any specific quarter and could affect an investor’s ability to compare our financial condition and results of operations on a quarter-by-quarter basis. To balance the seasonal activity of print, distribution and solicitation of proxy materials, we will attempt to continue to grow other revenues linked to predictable periodic activity that is not cyclical in nature.

 

If we are unable to successfully develop and timely introduce new technology-based products or enhance existing technology-based products, our business may be adversely affected.

 

In the past few years, we have expended significant resources to develop and introduce new technology-based products and improve and enhance our existing technology-based products in an attempt to maintain or increase our sales. The long-term success of new or enhanced technology-based products may depend on a number of factors including, but not limited to, the following: anticipating and effectively addressing customer preferences and demand, the success of our sales and marketing efforts, timely and successful development, changes in governmental regulations and the quality of or defects in our products.

 

The development of our technology-based products is complex and costly, and we typically have multiple technology-based products in development at the same time. Given the complexity, we occasionally have experienced, and could experience in the future, delays in completing the development and introduction of new and enhanced technology-based products. Problems in the design or quality of our products or services may also have an adverse effect on our brand, business, financial condition, and operating results. Unanticipated problems in developing technology-based products could also divert substantial development resources, which may impair our ability to develop new technology-based products and enhancements of such products and could substantially increase our costs. If new or enhanced product and service introductions are delayed or not successful, we may not be able to achieve an acceptable return, if any, on our development efforts, and our business may be adversely affected.

 

Risks Related to Our Common Stock; Liquidity Risks

 

The price of our common stock may fluctuate significantly, which could lead to losses for stockholders.

 

The stock prices of smaller public companies can experience extreme price and volume fluctuations. These fluctuations often have been unrelated or out of proportion to the operating performance of such companies. We expect our stock price to be similarly volatile. These broad market fluctuations may continue and could harm our stock price. Any negative change in the public’s perception of our prospects or companies in our market could also depress our stock price, regardless of our actual results. Factors affecting the trading price of our common stock may include:

 

 

variations in operating results;

 

 

announcements of strategic alliances or significant agreements by the Company or by competitors;

 

 

recruitment or departure of key personnel;

 

 

litigation, legislation, regulation of all or part of our business; and

 

 

changes in the estimates of operating results or changes in recommendations by any securities analyst that elect to follow our common stock.

 

If securities or industry analysts issue an adverse opinion regarding our stock, our stock price and trading volume could decline.

 

The trading market for our common stock is influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us adversely change their recommendation regarding our common stock, or provide more favorable relative recommendations about our competitors, the trading price of our common stock could decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price of our common stock or trading volume to decline.

 

 
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The market price of our common stock may be adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on the NYSE American.

 

Market conditions may result in volatility in the level of, and fluctuations in, market prices of stocks generally and, in turn, our common stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating performance. A weak global economy could also contribute to extreme volatility of the markets, which may have an effect on the market price of our common stock.

 

There can be no assurances that dividends will be paid in the future.

 

We paid dividends in 2012, part of 2013 and from the fourth quarter of 2015 through the third quarter of 2018. In the fourth quarter of 2018, we announced that we would no longer be declaring quarterly dividends for the foreseeable future in order to invest such money in our business. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors. There can be no assurances that dividends will be paid in the future in the form of either cash or stock.

 

Our Board of Directors has the ability without stockholder approval to issue shares of preferred stock with terms detrimental to the holders of our common stock.

 

We currently have authorized but unissued “blank check” preferred stock. Without the vote of our shareholders, the Board of Directors may issue such preferred stock with both economic and voting rights and preferences senior to those of the holders of our common stock. Any such issuances may negatively impact the ultimate benefits to the holders of our common stock in the event of a liquidation event and may have the effect of preventing a change of control and could dilute the voting power of our common stock and reduce the market price of our common stock.

 

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

 

Our certificate of incorporation authorizes us to issue up to 20,000,000 shares of common stock. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell common stock, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted, which could result in downward pressure on the price of our common stock. New investors in subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock. In addition, if outstanding stock options are exercised or when outstanding restricted stock units are settled in shares, current shareholders will experience dilution.

 

We will continue to incur significantly increased costs and devote substantial management time as a result of operating as a public company.

 

As a public company, we incur significant legal, accounting, and other expenses that would not be incurred as a private company. For example, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and made some activities more time consuming and costly. Many of these costs recur annually. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results.

 

 
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A failure to maintain adequate internal controls over our financial and management systems could cause errors in our financial reporting, which could cause a loss of investor confidence and result in a decline in the price of our common stock.

 

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. If we have a material weakness or significant deficiency in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. As a result, our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act on a timely basis could result in us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements, both of which in turn could cause the market value of our common stock to decline and affect our ability to raise capital.

 

Because we are a smaller reporting company, our independent registered public accounting firm was not required to and did not perform an audit of our internal control over financial reporting for the fiscal year ended December 31, 2022.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2. PROPERTY.

 

Our headquarters are located in Raleigh, North Carolina. In October 2019, we began a new lease for 9,766 square feet of office space, which expires December 31, 2027.

 

As part of our acquisition of VWP in 2019, we assumed a three-year lease in Ft. Lauderdale, Florida, which expired on January 3, 2022 and we did not renew. Additionally, we had an office in Salt Lake City, Utah, which we vacated in 2022. We did not assume any leases associated with the Newswire acquisition. We continue to monitor the needs of our employees both in a remote and on-site basis and make the necessary adjustments to our locations as needed.

 

ITEM 3. 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 4. MINE SAFETY DISCOLSURES.

 

Not applicable.

 

 
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Table of Contents

 

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 

Holders of Record

 

As of December 31, 2022, there were approximately 150 registered holders of record of our common stock and 3,791,020 shares outstanding.

 

Dividends

 

We did not pay any dividends during the year ended December 31, 2022 and 2021. There can be no assurances that dividends will be paid in the future. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

  

COMPARISON OF CUMULATIVE TOTAL RETURN

 

Performance Comparison Graph

 

The graph below compares the cumulative 5-Year total return provided shareholders on Issuer Direct Corporation's common stock relative to the cumulative total returns of the Russell MicroCap index and two customized peer groups of three companies and four companies respectively, whose individual companies are listed in footnotes 1 and 2 below. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2017 and tracks it through December 31,2022.

 

 

(1)

There are three companies included in the company's first customized peer group which are: Broadridge Financial Solutions Inc, Donnelley Financial Solutions Inc and Workiva Inc.

 

 

 

 

(2)

The four companies included in the company's second customized peer group are: Innodata Inc, Meltwater Nv, Srax Inc and Q4 Inc.

 

We make no representation to the peer group market caps being similar to that of Issuer Direct, however these peers do represent a fair and accurate list of the companies that Issuer Direct competes with that are in fact public.

 

isdr_10kimg4.jpg

 

 

 

12/17

 

 

12/18

 

 

12/19

 

 

12/20

 

 

12/21

 

 

12/22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Direct Corporation

 

 

100.00

 

 

 

62.38

 

 

 

64.25

 

 

 

96.24

 

 

 

161.87

 

 

 

137.63

 

Russell MicroCap

 

 

100.00

 

 

 

86.92

 

 

 

106.42

 

 

 

128.72

 

 

 

153.61

 

 

 

119.88

 

2021 Peer Group

 

 

100.00

 

 

 

110.36

 

 

 

140.13

 

 

 

193.30

 

 

 

249.70

 

 

 

181.77

 

2022 Peer Group

 

 

100.00

 

 

 

65.82

 

 

 

60.55

 

 

 

169.32

 

 

 

87.12

 

 

 

45.83

 

 

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

 

 
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Table of Contents

 

ITEM 6. SELECT FINANCIAL DATA.

 

Our selected consolidated financial data shown below should be read together with Item7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and respective notes included in Item 8. “Financial Statements and Supplementary Data.” The data shown below are not necessarily indicative of results to be expected for any future period.

 

Summary of Operations for the periods ended December 31, 2022 and 2021 (in 000’s).

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Statement of Operations

 

 

 

 

 

 

Revenue

 

$23,514

 

 

$21,883

 

Cost of revenues

 

 

5,684

 

 

 

5,748

 

Gross margin

 

 

17,830

 

 

 

16,135

 

Operating costs

 

 

15,161

 

 

 

12,392

 

Operating income

 

 

2,669

 

 

 

3,743

 

Other income, net

 

 

(11)

 

 

369

 

Income before taxes

 

 

2,658

 

 

 

4,112

 

Income tax expense

 

 

724

 

 

 

821

 

Net income

 

$1,934

 

 

$3,291

 

 

Concentrations:

 

For the years ended December 31, 2022 and 2021, we generated revenues from the following revenue streams as a percentage of total revenue:

 

 

 

2022

 

 

2021

 

Revenue

 

 

 

 

 

 

Communications

 

 

68.5%

 

 

64.2%

Compliance

 

 

31.5%

 

 

35.8%

Total

 

 

100.0%

 

 

100.0%

 

Percentages:

 

Change expressed as a percentage increase for the years ended December 31, 2022 and 2021 ($ in 000’s):

 

 

 

2022

 

 

2021

 

 

% change

 

Revenue

 

 

 

 

 

 

 

 

 

Communications

 

$16,115

 

 

$14,058

 

 

 

14.6%

Compliance

 

 

7,399

 

 

 

7,825

 

 

 

(5.4 )%

Total

 

$23,514

 

 

$21,883

 

 

 

7.5%

 

 
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Except for the historical information contained herein, the matters discussed in this Form 10-K include certain forward-looking statements that involve risks and uncertainties, which are intended to be covered by safe harbors. Those statements include, but are not limited to, all statements regarding our and management’s intent, belief and expectations, such as statements concerning our future and our operating and growth strategy. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including our ability to implement our business plan, our ability to raise additional funds and manage consumer acceptance of our products, our ability to broaden our customer base, our ability to maintain a satisfactory relationship with our suppliers and other risks described in our reports filed with the Securities and Exchange Commission, including Item 1A of this Report on Form 10-K. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, the factors set forth under the Risk Factors section of this report. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. All forward-looking statements made in this Form 10-K are based on information presently available to our management. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

 

Results of Operations

 

The following table presents certain amounts included in our consolidated statements of income, the relative percentage that those amounts represent to revenue, and the change in those amounts from fiscal year 2022 compared to 2021. This information should be read together with the consolidated financial statements and accompanying notes.  The financial results presented below for 2022 have been affected by the acquisition of Newswire in November 2022:

 

Comparison of results of operations for the years ended December 31, 2022 and 2021 (in 000’s):

 

 

 

 

 

 

Percentage of Revenue(1)

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Communications revenue

 

$

16,115

 

 

$

14,058

 

 

 

69%

 

 

64%

Compliance revenue

 

 

7,399

 

 

 

7,825

 

 

 

31%

 

 

36%

Total revenue

 

 

23,514

 

 

 

21,883

 

 

 

100%

 

 

100%

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications cost of revenue

 

 

3,735

 

 

 

3,401

 

 

 

23%

 

 

24%

Compliance cost of revenue

 

 

1,949

 

 

 

2,347

 

 

 

26%

 

 

30%

Total cost of revenue

 

 

5,684

 

 

 

5,748

 

 

 

24%

 

 

26%

Gross Margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications gross margin

 

 

12,380

 

 

 

10,657

 

 

 

77%

 

 

76%

Compliance gross margin

 

 

5,450

 

 

 

5,478

 

 

 

74%

 

 

70%

Total gross margin

 

 

17,830

 

 

 

16,135

 

 

 

76%

 

 

74%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

6,963

 

 

 

5,821

 

 

 

30%

 

 

27%

Sales and marketing

 

 

5,922

 

 

 

4,893

 

 

 

25%

 

 

22%

Product development

 

 

1,306

 

 

 

1,075

 

 

 

6%

 

 

5%

Depreciation and amortization

 

 

970

 

 

 

603

 

 

 

4%

 

 

3%

Total expenses

 

 

15,161

 

 

 

12,392

 

 

 

64%

 

 

57%

Operating income

 

 

2,669

 

 

 

3,743

 

 

 

11%

 

 

17%

Interest income (expense), net

 

 

(11)

 

 

3

 

 

 

0%

 

 

0%

Other income

 

 

 

 

 

366

 

 

 

0%

 

 

2%

Income before income taxes

 

 

2,658

 

 

 

4,112

 

 

 

11%

 

 

19%

Income tax provision

 

 

724

 

 

 

821

 

 

 

3%

 

 

4%

Net income

 

$

1,934

 

 

$

3,291

 

 

 

8%

 

 

15%

 

 

(1)

Percentage of revenue is calculated as the relevant revenue, expense, income amount divided by total revenue, except for communications and compliance cost of revenue and communications and compliance gross margin, which are divided by the related component of revenue.

 

 
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Revenues

 

Total revenue increased by $1,631,000, or 7%, to $23,514,000 during the year ended December 31, 2022, as compared to $21,883,000 in 2021. The increase is partially related to revenue attributed to the acquisition of Newswire on November 1, 2022 and an increase in ACCESSWIRE revenue partially offset by a decrease in Compliance revenue.

 

Communications revenue increased $2,057,000, or 15%, to $16,115,000 for the year ended December 31, 2022, as compared to $14,058,000 during 2021. The increase is partially related to additional revenue from our acquisition of Newswire as noted above, which is all included in Communications revenue. Revenue from our ACCESSWIRE newswire brand increased 11% from the prior year, due to an increase in average price per release.  We also generated increased revenue from licenses of our investor relations websites and data feeds. These increases were partially offset by a decrease in events and webcasting revenue due to less demand for our virtual products as conference and meetings began to move back to in-person events during the year. Communications revenue represented 69% of total revenue during the year compared to 64% in the prior year.

 

Compliance revenue decreased $426,000, or 5%, to $7,399,000 for the year ended December 31, 2022, as compared to $7,825,000 during 2021. The decrease in revenue is primarily related to decreases in revenue from our transfer agent business, disclosure reporting and legacy ARS services. The decrease in transfer agent revenue is primarily due to a decrease in market activity and corporation actions and directives for the year. The decrease in disclosure reporting and legacy ARS services is primarily due to customer attrition.  These decreases were partially offset by an increase in revenue from our print and proxy fulfilment services, due to larger transactions and an increase in projects during the year.

 

Revenue Backlog

 

As of December 31, 2022, our deferred revenue balance was $5,405,000, which we expect to recognize over the next twelve months, compared to $3,086,000 at December 31, 2021, an increase of 75%. The increase is primarily due to the addition of deferred revenue associated with the acquisition of Newswire as well as an increase in subscriptions over the prior year. 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.

 

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. Cost of revenues decreased by $64,000, or 1%, during the year ended December 31, 2022, as compared to the same period of 2021. Overall gross margin increased $1,695,000, or 11%, during the year ended December 31, 2022, compared to 2021. As a result, overall gross margin percentage increased to 76% during the year ended December 31, 2022, as compared to 74% during the prior year.

 

Cost of revenues associated with Communications revenues increased $334,000, or 10%, as compared to the prior year primarily due to an increase in costs associated with operating the Newswire business. Gross margin percentage associated with our Communications revenues was 77% for the year ended December 31, 2022, compared to 76% for 2021. The increase in gross margin percentage is primarily attributable to an increase in revenue from our high margin ACCESSWIRE  business as a percentage of overall Communications revenue.

 

Cost of revenues associated with our Compliance revenues decreased $398,000, or 17%, as compared to the prior year. The decrease in Compliance cost of revenues is due to lower amortization expense associated with our disclosure software partially offset by an increase in print and postage costs associated with the increase in revenues from print and proxy fulfillment services. This resulted in an increase in gross margin percentage from our Compliance business, which was 74% for the year ended December 31, 2022, compared to 70% for 2021.

 

 
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Table of Contents

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of salaries, 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 $6,963,000 for the year ended December 31, 2022, an increase of $1,142,000 or 20%, as compared to the prior year. This increase is primarily driven by incremental expenses associated with operating the Newswire business , stock compensation expense, employee-related costs, recruiting fees and insurance expense associated with investments for future growth as well as an increase in bad debt expense.

 

As a percentage of revenue, General and administrative expenses were 30% for the year ended December 31, 2022, as compared to 27% for 2021.

 

Sales and Marketing Expenses

 

Sales and marketing expenses consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses and other marketing expenses. Sales and marketing expenses were $5,922,000 for the year ended December 31, 2022, an increase of $1,029,000, or 21%, as compared to the prior year. This increase is primarily due to incremental costs associated with operating the Newswire business as well as our continued investment in advertising, digital marketing spend, and system enhancements, partially offset by sales commissions.

 

As a percentage of revenue, sales and marketing expenses were 25% for the year ended December 31, 2022 compared to 22% for 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 tour platform. Product development expenses increased $231,000, or 21%, to $1,306,000 during the year ended December 31, 2022, as compared to 2021. This increase is directly attributed to incremental costs associated with operating the Newswire business offset by a decrease in fewer consultants used on development projects in 2022. During the year ended December 31, 2021, we capitalized $215,000 of costs related to the development of our newsroom product, which launched in the third quarter of 2021. No costs were capitalized during the year ended December 31, 2022.

 

As a percentage of revenue, product development expenses increased to 6% for the year ended December 31, 2022, as compared to 5% for 2021.

 

Depreciation and Amortization Expenses

 

During the year ended December 31, 2022, depreciation and amortization expenses increased by $367,000 or 61%, to $970,000, as compared to $603,000 during 2021. The increase is due to additional amortization of intangible assets related to the Newswire acquisition.

 

Interest Income (Expense), net

 

                Interest income (expense), net, represents accrued interest of $220,000 attributed to the note assumed with the acquisition of Newswire, partially offset by interest income on deposit and money market accounts. 

 

Other Income

 

For the year ended December 31, 2021, other income 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 Taxes

 

We recorded income tax expense of $724,000 during the year ended December 31, 2022, compared to $821,000 during the year ended December 31, 2021. The decrease in income tax expense is attributable to lower pre-tax income for the year ended December 31, 2022. The difference in our effective tax rate of 27% and the statutory rate of 21% is primarily attributable to state income taxes, foreign taxes and the impact of stock-based compensation.   

 

 
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Table of Contents

 

For the year ended December 31, 2021, the difference between our effective tax rate of 20% and the federal statutory rate of 21% was related to the effect of an equity-based compensation benefit, return to provision adjustment arising from a Sec. 986 loss from previously taxed earnings and profits resulting from the liquidation of Issuer Direct Ltd., Foreign Derived Intangible Income deductions, and foreign tax differentials, partially offset by state income taxes. 

 

Liquidity and Capital Resources

 

As of December 31, 2022, we had $4,832,000 in cash and cash equivalents and $2,978,000 in net accounts receivable. Current liabilities as of December 31, 2022, totaled $31,191,000 including our note payable, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses.

 

As of December 31, 2022, our current liabilities exceeded our current assets by $21,771,000.  While our current liabilities exceed current assets, we believe we will be able to refinance the note payable attributed to the Newswire acquisition before maturity due to our historical ability to generate cash as well as benefit from the addition of Newswire operations. We are actively involved in refinancing discussions at the time of this filing.

 

Effective October 3, 2021, we renewed our 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 December 31, 2022, the interest rate was 5.81% and we did not owe any amounts on the Line of Credit.

 

Disclosure about Off-Balance Sheet Arrangements

 

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

 

Non-GAAP Measures

 

                Management believes that certain non-GAAP measures, such as non-GAAP free cash flow, non-GAAP adjusted free cash flow, non-GAAP adjusted EBITDA (“adjusted EBITDA”), and non-GAAP adjusted net income (“adjusted net income”) provide useful information about our operating results and enhance the overall ability to assess our financial performance.  We use these measures, together with other measures of performance prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), to compare the relative performance of operations in planning, budgeting, and reviewing the performance of our business.  Adjusted EBITDA and adjusted net income allow investors to make a more meaningful comparison between our core business operating results over different periods of time.  We believe that adjusted EBITDA and adjusted net income, when viewed with our results under US GAAP and the accompanying reconciliations, provide useful information about our business without regard to potential distortions.  By eliminating potential differences in results of operations between periods caused by factors such as acquisition-related expenses and other items as described below, we believe adjusted EBITDA and adjusted net income can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.   

 

Management uses free cash flow, which is defined as net cash flows provided by operating activities less payments for purchases of fixed assets and capitalized software, in reviewing the financial performance and cash generation by our various business groups and evaluating cash levels.  We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying debt, funding business acquisitions, investing in product development, re-purchasing our common stock, and paying dividends, if it is determined we do so in the future.  In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies.  Adjusted free cash flow represents a further non-GAAP adjustment to free cash flow to exclude the effect of cash paid for acquisition and integration related activities and unusual or non-recurring transactions. Management believes that by excluding these infrequent or unusual items from free cash flow, it better portrays our ability to generate cash, as such items are not indicative of the Company’s operating performance for the period. 

 

The uses of these non-GAAP financial measures are not intended to be considered in isolation of, or as substitute for, the financial information prepared and presented in accordance with US GAAP.  Free cash flow and adjusted free cash flow do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.  Our calculation of free cash flow and adjusted free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as a comparative measure. 

 

 
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Table of Contents

 

For the years ended December 31, 2022 and 2021, free cash flow and adjusted free cash flow were as follows:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net cash provided by operating activities (US GAAP)

 

$4,019

 

 

$4,731

 

Payments for purchase of fixed assets and capitalized software

 

 

(66)

 

 

(277)

Free cash flow (Non-GAAP)

 

 

3,953

 

 

 

4,454

 

Cash paid for acquisition and integration related items(1)

 

 

1,060

 

 

 

248

 

Cash paid for other unusual items(2)

 

 

109

 

 

 

30

 

Adjusted free cash flow (Non-GAAP)

 

$5,122

 

 

$4,732

 

 

 

(1)

For the year ended December 31, 2022, this adjustment relates to payments for representation and warranty insurance of $500,000, payments of $325,000 related to Newswire opening balance sheet costs that were not recouped until Q1 2023 and payments for one-time corporate projects, including acquisition and integration expenses, of $235,000. For the year ended December 31, 2021, this adjustment gives effect to one-time corporate projects, including acquisition and integration related expenses incurred during the period.

 

(2)

For the year ended December 31, 2022, this adjustment relates to $49,000 of termination benefits and $60,000 paid for executive recruiting expenses during the period.  For the three months and full year ended December 31, 2021, this amount represents executive recruiting expenses paid during the period.

 

The decrease in free cash flow for fiscal year 2022 compared to the prior fiscal year was primarily due to an increase in cash paid attributed to acquisition and integration items, partially offset by less payments made related to capitalized software in 2022 compared to 2021. Free cash flow and adjusted free cash flow are non-GAAP financial measures. 

 

Adjusted EBITDA and adjusted net income are non-GAAP financial measures and should not be considered as a substitute for analysis of our results as reported under US GAAP.  These measures are defined differently by different companies, and accordingly, such measures may not be comparable to similarly titled measures of other companies, and have important limitations as an analytical tool.

 

A reconciliation of net income to adjusted EBITDA for the years ended December 31, 2022 and 2021 is presented in the following table (in 000’s):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

Amount

 

 

Amount

 

 

 

 

 

 

 

 

Net income:

 

$1,934

 

 

$3,291

 

Adjustments:

 

 

 

 

 

 

 

 

Acquisition and/or integration costs(1)

 

 

263

 

 

 

248

 

Other non-recurring expenses(2)

 

 

139

 

 

 

(366)

Stock-based compensation expense(3)

 

 

763

 

 

 

333

 

Depreciation and amortization

 

 

1,033

 

 

 

1,143

 

Interest expense (income), net

 

 

11

 

 

 

(3)

Income tax expense, net

 

 

724

 

 

 

821

 

Adjusted EBITDA:

 

$4,867

 

 

$5,467

 

 

 

(1)

This adjustment gives effect to one-time corporate projects, including acquisition and integration related expenses, incurred during the periods.

 

(2)

For the year ended December 31, 2022, this adjustment gives effect to a one-time executive recruiting fee of $90,000 and termination benefits of $49,000. For the year ended December 31, 2021, this adjustment gives effect to a benefit of $366,000 associated with employee retention credits related to the CARES Act.

 

(3)

The adjustments represent stock-based compensation expense related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

 

 
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A reconciliation of net income to adjusted net income for the years ended December 31, 2022 and 2021 is presented in the following table (in 000’s):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

Amount

 

 

Per diluted

share

 

 

Amount

 

 

Per diluted

share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income:

 

$1,934

 

 

$0.52

 

 

$3,291

 

 

$0.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets(1)

 

 

816

 

 

 

0.22

 

 

 

459

 

 

 

0.12

 

Stock-based compensation expense(2)

 

 

763

 

 

 

0.20

 

 

 

333

 

 

 

0.09

 

Other unusual items(3)

 

 

402

 

 

 

0.11

 

 

 

(118)

 

 

(0.03)

Tax impact of adjustments(4)

 

 

(416)

 

 

(0.11)

 

 

(142)

 

 

(0.04)

Impact of discrete items impacting income tax expense(5)

 

 

49

 

 

 

0.01

 

 

 

(152)

 

 

(0.04)

Non-GAAP net income:

 

$3,548

 

 

$0.95

 

 

$3,671

 

 

$0.96

 

Weighted average number of common shares outstanding – diluted

 

 

3,740

 

 

 

 

 

 

 

3,820

 

 

 

 

 

 

 

(1)

The adjustments represent the amortization of intangible assets related to acquired assets and companies.

 

(2)

The adjustments represent stock-based compensation expense related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

 

(3)

For the year ended December 31, 2022, this adjustment gives effect to one-time corporate projects, including acquisition and integration related expenses, incurred during the period of $263,000, one-time executive recruiting fee of $90,000 and termination benefits paid of $49,000. For the year ended December 31, 2021, this adjustment gives effect to a benefit of $366,000, associated with employee retention credits related to the CARES Act, partially offset by one-time corporate projects, including merger and acquisition expenses, incurred during the period.

 

(4)

This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%.

 

(5)

This adjustment eliminates discrete items impacting income tax expense. For the year ended December 31, 2022, the discrete items relate to a return to provision adjustment as well as additional tax expense resulting from stock-based compensation recorded in income tax for the period. For the year ended December 31, 2021, the discrete items relate to a return to provision adjustment arising from a SEC. 986 loss from previously taxed earnings and profits resulting from the liquidation of a foreign subsidiary and an excess stock-based compensation benefit recognized in income tax during the period.

 

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.

 

Market factors like COVID-19, 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 2023 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.

 

 
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The transition to a platform subscription model has been and will continue to be key for our long-term sustainable growth. The successful integration of the Newswire business with our ACCESSWIRE business is also a key initiative for 2023. We will also continue to focus on the following key strategic initiatives during 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.

 

Critical Accounting Policies and Estimates

 

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

 

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 news distribution and webcasting offerings, 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 its entire platform, certain modules within the platform or to its Media Advantage Plan (MAP), 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. MAP subscription contracts contain two performance obligations of which the first is a series of distinct services that include, but are not limited to, developing specific media plans and creating content to be distributed and the second performance obligation being access to the MAP platform along with distribution of press releases, ongoing support and assessment of performance as a stand-ready obligation. Performance obligations of Compliance contracts include providing subscriptions to its 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 the 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.

 

 
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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.

 

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 economic consequences of the COVID-19 pandemic and recent economic downturn, additional attention has been paid to the financial viability of its 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.

 

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, the Company recognizes 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. The Company’s policy regarding the classification of interest and penalties is to classify them as income tax expense in the financial statements, if applicable.

 

Capitalized Software

 

Costs incurred to develop the Company’s 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. 

 

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.

 

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 may be considered an indefinite-lived asset and, as such, are not amortized as there may be no foreseeable limit to cash flows generated from them. For the Newswire acquisition the Company determined the trademark was considered a definite lived asset which will be amortized over a period of 15 years. 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 (5-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-7 years) are amortized over their estimated useful lives.

 
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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.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We do not believe that we face material market risk with respect to our cash or cash equivalents, which totaled $4,802,000 and $23,852,000 at December 31, 2022 and 2021, respectively. We did not hold any marketable securities as of December 31, 2022 or 2021.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The financial statements required by this Item 8 are set forth in Item 15 of this Annual Report. All information which has been omitted is either inapplicable or not required.

 

Our balance sheets as of December 31, 2022, and 2021, and the related statements of income, comprehensive income, stockholders’ equity and cash flows for the two years ended December 31, 2022 and 2021, together with the independent registered public accountants’ reports thereon appear beginning on Page F-1.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Management’s Annual Report Regarding Internal Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes, in accordance with generally accepted accounting principles. The effectiveness of any system of internal control over financial reporting is subject to inherent limitations and therefore, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that the controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

 
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Evaluation of Disclosure Controls and Procedures

 

Based on an evaluation under the supervision and with the participation of our management, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as of December 31, 2022, to ensure that information required to be disclosed in reports that are filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Inherent Limitations over Internal Controls

 

Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

 

Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Report of Management's Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations ("COSO") updated Internal Control—Integrated Framework (2013). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.

 

There were no changes in our internal controls that could materially affect the disclosure controls and procedures subsequent to the date of their evaluation, nor were there any material deficiencies or material weaknesses in our internal controls. As a result, no corrective actions were required or undertaken.

 

ITEM 9B. OTHER INFORMATION.

 

None.

 

 
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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The information required by this Item is set forth under the headings “Directors, Executive Officers and Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2023 Proxy Statement to be filed with the U.S. Securities and Exchange Commission ("SEC") within 120 days after December 31, 2022, in connection with the solicitation of proxies for the Company’s 2023 annual meeting of shareholders and is incorporated herein by reference.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

The information required by this Item is set forth under the heading “Executive Compensation” and under the subheadings “Board Oversight of Risk Management,” “Compensation of Directors,” “Director Compensation-2022” and “Compensation Committee Interlocks and Insider Participation” under the heading “Directors, Executive Officers and Corporate Governance” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The information required by this Item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

The information required by this Item is set forth under the heading “Review, Approval or Ratification of Transactions with Related Persons” and under the subheading “Board Committees” under the heading “Directors, Executive Officers and Corporate Governance” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

The information required by this Item is set forth under the subheadings “Fees Paid to Auditors” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm” under the proposal “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

 

 
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PART IV

 

ITEM 15. EXHIBITS.

 

(a) Financial Statements

 

The financial statements listed in the accompanying index (page F-1) to the financial statements are filed as part of this Annual Report on Form 10-K.

 

(b) Exhibits

 

Exhibit Number

 

Exhibit Description

 

 

 

3.1

 

Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Form S-3 filed on May 10, 2017)

3.2

 

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on April 6, 2022)

10.1

 

2014 Equity Incentive Plan (incorporated by reference to Annex A to the Schedule 14A filed on April 2, 2014)

10.2

 

Executive Employment Agreement dated April 30, 2015 with Brian R. Balbirnie (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 5, 2014)

10.3

 

First Amendment to 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 13, 2016

10.4

Second Amendment to 2014 Equity Incentive Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed on April 28, 2020)

10.5

 

First Amendment to Executive Employment Agreement dated May 4, 2017 with Brian R. Balbirnie (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 5, 2017)

10.6

 

Stock Purchase Agreement dated October 2, 2017 with Kurtis D. Hughes (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 3, 2017)

10.7

 

Stock Purchase Agreement dated July 3, 2018 with ACCESSWIRE Canada Ltd. and Fred Gautreau (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 5, 2018)

10.8

 

Stock Repurchase Agreement dated November 28, 2018 with EQS Group AG (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 4, 2018)

10.9

 

Asset Purchase Agreement dated January 3, 2019 with Onstream Media Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2019)

10.10

Executive Employment Agreement dated January 12, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 19, 2022)

10.11

Restricted Stock Unit Award Agreement dated January 24, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 19, 2022)

10.12

Incentive Stock Option Grant and Agreement dated January 24, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on January 19, 2022)

10.13

 

Indemnification Agreement dated January 24, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on January 19, 2022)

10.14

 

Membership Interest Purchase Agreement dated November 1, 2022 with Lead Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 3, 2022)

10.15

 

Secured Promissory Note date November 1, 2022 issued to Lead Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on November 3, 2022)

21.1

 

Subsidiaries of the Registrant.*

23.1

 

Consent of Independent Registered Public Accounting Firm.*

31.1

 

Rule 13a-14(a) Certification of Principal Executive Officer.*

31.2

 

Rule 13a-14(a) Certification of Principal Financial Officer.*

32.1

 

Section 1350 Certification of Principal Executive Officer.*

32.2

 

Section 1350 Certification of Principal Financial Officer.*

_______________

* Filed herewith

 

(c) Financial Statement Schedules omitted

None.

 

 
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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

ISSUER DIRECT CORPORATION

 

 

 

 

 

Date: March 2, 2023

By:

/s/ BRIAN R. BALBIRNIE

 

 

 

Brian R. Balbirnie

 

 

 

Chief Executive Officer, Director

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the dates set forth below.

 

Signature

 

Date

 

Title

 

 

 

 

 

/s/ Brian R. Balbirnie

 

March 2, 2023

 

Director, Chief Executive Officer

Brian R. Balbirnie

 

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Timothy Pitoniak

 

March 2, 2023

 

Chief Financial Officer

Timothy Pitoniak

 

 

 

(Principal Financial Officer)

 

 

 

 

 

/s/ William Everett

 

March 2, 2022

 

Director, Chairman of the Board and Member of the

William Everett

 

 

 

Audit Committee

 

 

 

 

 

/s/ J. Patrick Galleher

 

March 2, 2023

 

Director, Chairman of the Compensation Committee

J. Patrick Galleher

 

 

 

 

 

 

 

 

/s/ Michael Nowlan

 

March 2, 2023

 

Director, Chairman of the Audit Committee

Michael Nowlan

 

 

 

 

 

/s/ Marti Beller

 

March 2, 2023

 

Director, Member of the Compensation Committee

Marti Beller

 

 

 

 

 

/s/ Graeme Rein

 

March 2, 2023

 

Director, Member of the Audit Committee

Graeme Rein

 

 

 

 

 

 
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INDEX TO FINANCIAL STATEMENTS

 

 

 

Page

 

 

 

 

 

Report of Independent Registered Public Accounting Firm (PCAOB ID 00677)

 

F-2

 

Consolidated Balance Sheets as of December 31, 2022 and 2021

 

F-5

 

Consolidated Statements of Income for the years ended December 31, 2022 and 2021

 

F-6

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and 2021

 

F-7

 

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021

 

F-8

 

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

 

F-9

 

Notes to Consolidated Financial Statements

 

F-10

 

 

 
F-1

Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

Issuer Direct Corporation

Raleigh, North Carolina

 

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Issuer Direct and subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 
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Revenue from Contracts with Customers

The Company had $23,514,000 in revenues for the year ended December 31, 2022. As disclosed in Note 2 to the consolidated financial statements, the Company’s contracts include subscriptions to its cloud-based products or contracts for communications and compliance products and services. The Company’s contracts include either a subscription to the entire platform or certain modules within the platform, or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services.

 

Due to the nature of the Company’s contracts including multiple performance obligations, management exercises significant judgment in the following areas in determining appropriate revenue recognition:

 

 

·

Determination of which products and services are considered distinct performance obligations that should be accounted for separately or combined.

 

·

Determination of stand-alone selling prices for each performance obligation.

 

·

Estimation of contract transaction price and allocation of the transaction price to the performance obligations.

 

·

Determination of the pattern of delivery for each distinct performance obligation.

 

·

Determination of which products and services are recognized over time or point in time.

 

As a result, a high degree of auditor judgment was required in performing audit procedures to evaluate the reasonableness of management’s judgments. Changes in these judgments can have a material effect on the amount of revenue recognized on these contracts.

 

Based on our knowledge of the Company, we determined the nature and extent of procedures to be performed over revenue, including the determination of the revenue streams over which those procedures were performed. Our audit procedures included the following for each revenue stream where procedures were performed:

 

 

·

Obtained an understanding of the internal controls and processes in place over the Company’s revenue recognition processes.

 

·

Analyzed the significant assumptions and estimates made by management as discussed above.

 

·

Selected a sample of revenue transactions and assessed the recorded revenue, analyzed the related contract, tested management’s identification of distinct performance obligations, and compared the amounts recognized for consistency with underlying support and documentation.

 

Valuation of Acquired Intangible Assets

As discussed in Note 4 to the consolidated financial statements, the Company completed the acquisition of iNewswire.com LLC on November 1, 2022 for total consideration of $43,532,000. The Company accounted for this transaction under the acquisition method of accounting, and the acquisition resulted in the recording of $30,600,000 of intangible assets, including developed technology, customer relationships, and tradenames. The fair value of the developed technology was estimated using the relief-from royalty method, which requires the use of estimates and assumptions related to cash flow forecasts, market-derived royalty rates, discount rates, and income tax rates. The fair value of the customer relationships was estimated using the distributor method, which requires the use of estimates and assumptions related to cash flow forecasts under a distributor model, economic life analysis, discount rates, and income tax rates. The fair value of the tradenames was estimated using the multi- period excess earnings method, which requires the use of estimates and assumptions related to cash flow forecasts, economic life analysis, discount rates, and income tax rates.

 

As discussed in Note 4, the Company’s purchase price allocation is disclosed as preliminary as of December 31, 2022.

 

 
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The determination of the acquisition date fair value of the intangible assets required the Company to make significant estimates and assumptions. As a result, testing these assumptions, which were used to calculate the fair values, involved a high degree of auditor judgment and effort, including involving the use of our valuation specialist. In addition, the fair values of these intangible assets were challenging to audit due to the sensitivity of the fair value determination to changes in these assumptions.

 

Our audit procedures included the following:

 

 

·

Obtained an understanding of the internal controls and processes over the valuation of the intangible assets, including management's controls over forecasts of future cash flows and selection of other significant assumptions.

 

 

 

 

·

Evaluated the reasonableness of management’s forecasts by comparing the forecasts to actual historical results and trends.

 

 

 

 

·

With the assistance of our valuation specialists, evaluated the valuation methodologies and significant assumptions, including discount rates, and developed a range of independent estimates and compared those to the significant assumptions used by management.

 

/s/ Cherry Bekaert LLP

 

We have served as the Company’s auditor since 2010.

 

Raleigh, North Carolina

March 2, 2023

 

 
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ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

 

 

As of December 31,

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$4,832

 

 

$23,852

 

Accounts receivable (net of allowance for doubtful accounts of $745 and $675, respectively)

 

 

2,978

 

 

 

3,291

 

Income tax receivable

 

 

51

 

 

 

 

Other current assets

 

 

1,559

 

 

 

750

 

Total current assets

 

 

9,420

 

 

 

27,893

 

Capitalized software (net of accumulated amortization of $3,364 and $3,301, respectively)

 

 

138

 

 

 

201

 

Fixed assets (net of accumulated depreciation of $610 and $456, respectively)

 

 

625

 

 

 

713

 

Right-of-use asset – leases (See Note 9)

 

 

1,277

 

 

 

1,533

 

Other long-term assets

 

 

136

 

 

 

94

 

Goodwill

 

 

22,498

 

 

 

6,376

 

Intangible assets (net of accumulated amortization of $6,821 and $6,005, respectively)

 

 

32,231

 

 

 

2,447

 

Total assets

 

$66,325

 

 

$39,257

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$1,374

 

 

$695

 

Accrued expenses

 

 

2,255

 

 

 

1,975

 

Income taxes payable

 

 

157

 

 

 

46

 

Note payable

 

 

22,000

 

 

 

 

Deferred revenue

 

 

5,405

 

 

 

3,086

 

Total current liabilities

 

 

31,191

 

 

 

5,802

 

Deferred income tax liability

 

 

572

 

 

 

176

 

Lease liabilities – long-term (See Note 9)

 

 

1,339

 

 

 

1,659

 

Total liabilities

 

 

33,102

 

 

 

7,637

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021, respectively.

 

 

 

 

 

 

Common stock $0.001 par value, 20,000,000 shares authorized, 3,791,020 and 3,793,538 shares issued and outstanding as of December 31, 2022 and 2021, respectively.

 

 

4

 

 

 

4

 

Additional paid-in capital

 

 

22,147

 

 

 

22,401

 

Other accumulated comprehensive loss

 

 

(96 )

 

 

(19 )

Retained earnings

 

 

11,168

 

 

 

9,234

 

Total stockholders' equity

 

 

33,223

 

 

 

31,620

 

Total liabilities and stockholders’ equity

 

$66,325

 

 

$39,257

 

 

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

 

 
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ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Revenues

 

$23,514

 

 

$21,883

 

Cost of revenues

 

 

5,684

 

 

 

5,748

 

Gross margin

 

 

17,830

 

 

 

16,135

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

6,963

 

 

 

5,821

 

Sales and marketing

 

 

5,922

 

 

 

4,893

 

Product development

 

 

1,306

 

 

 

1,075

 

Depreciation and amortization

 

 

970

 

 

 

603

 

Total operating costs and expenses

 

 

15,161

 

 

 

12,392

 

Operating income

 

 

2,669

 

 

 

3,743

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest income (expense), net

 

 

(11 )

 

 

3

 

Other income (See Note 2)

 

 

 

 

 

366

 

Income before income taxes

 

 

2,658

 

 

 

4,112

 

Income tax expense

 

 

724

 

 

 

821

 

Net income

 

$1,934

 

 

$3,291

 

Income per share – basic

 

$0.52

 

 

$0.87

 

Income per share – diluted

 

$0.52

 

 

$0.86

 

Weighted average number of common shares outstanding – basic

 

 

3,720

 

 

 

3,780

 

Weighted average number of common shares outstanding – diluted

 

 

3,740

 

 

 

3,820

 

 

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

 

 
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ISSUER DIRECT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Net income

 

$1,934

 

 

$3,291

 

Foreign currency translation adjustment

 

 

(77)

 

 

 

Comprehensive income

 

$1,857

 

 

$3,291

 

 

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

 

 
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ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2022 AND 2021

(in thousands, except share and per share amounts)

 

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Accumulated Other Comprehensive

 

 

Retained

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Loss

 

 

Earnings

 

 

Equity

 

Balance on December 31, 2020

 

 

3,770,752

 

 

$4

 

 

$22,214

 

 

$(19 )

 

$5,943

 

 

$28,142

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

333

 

 

 

 

 

 

 

 

 

333

 

Exercise of stock awards, net of tax

 

 

42,563

 

 

 

 

 

 

307

 

 

 

 

 

 

 

 

 

307

 

Stock repurchase and retirement (see Note 7)

 

 

(19,777 )

 

 

 

 

 

(453 )

 

 

 

 

 

 

 

 

(453 )

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,291

 

 

 

3,291

 

Balance on December 31, 2021

 

 

3,793,538

 

 

$4

 

 

$22,401

 

 

$(19 )

 

$9,234

 

 

$31,620

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

763

 

 

 

 

 

 

 

 

 

763

 

Exercise of stock awards, net of tax

 

 

25,265

 

 

 

 

 

 

91

 

 

 

 

 

 

 

 

 

91

 

Shares issued upon acquisition of Newswire (see Note 4)

 

 

180,181

 

 

 

 

 

 

3,892

 

 

 

 

 

 

 

 

 

3,892

 

Stock repurchase and retirement (see Note 7)

 

 

(207,964 )

 

 

 

 

 

(5,000 )

 

 

 

 

 

 

 

 

(5,000 )

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

(77 )

 

 

 

 

 

(77 )

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,934

 

 

 

1,934

 

Balance on December 31, 2022

 

 

3,791,020

 

 

$4

 

 

$22,147

 

 

$(96 )

 

$11,168

 

 

$33,223

 

 

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

 

 
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ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share and per share amounts)

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$1,934

 

 

$3,291

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Bad debt expense

 

 

406

 

 

 

257

 

Depreciation and amortization

 

 

1,033

 

 

 

1,143

 

Deferred income taxes

 

 

(278 )

 

 

(106 )

Stock-based compensation expense

 

 

763

 

 

 

333

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

 

(9 )

 

 

(1,042 )

Decrease (increase) in other assets

 

 

(282 )

 

 

(160 )

Increase (decrease) in accounts payable

 

 

35

 

 

 

393

 

Increase (decrease) in deferred revenue

 

 

564

 

 

 

887

 

Increase (decrease) in accrued expenses and other liabilities

 

 

(147 )

 

 

(265 )

Net cash provided by operating activities

 

 

4,019

 

 

 

4,731

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of fixed assets

 

 

(66 )

 

 

(62 )

Capitalized software

 

 

-

 

 

 

(215 )

Purchase of acquired business, net of cash received (See note 4)

 

 

(17,963 )

 

 

-

 

Net cash used in investing activities

 

 

(18,029 )

 

 

(277 )

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Payment for stock repurchase and retirement (see Note 7)

 

 

(5,000 )

 

 

(453 )

Proceeds from exercise of stock options, net of income taxes

 

 

91

 

 

 

307

 

Net cash used in financing activities

 

 

(4,909)

 

 

(146 )

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

(18,919 )

 

 

4,308

 

Cash- beginning

 

 

23,852

 

 

 

19,556

 

Currency translation adjustment

 

 

(101 )

 

 

(12 )

Cash- ending

 

$4,832

 

 

$23,852

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$954

 

 

$1,050

 

Non-cash activities:

 

 

 

 

 

 

 

 

Issuance of secured promissory note in acquisition of Newswire (see Note 4)

 

22,000

 

 

-

 

Shares issued in acquisition of Newswire (see Note 4)

 

3,892

 

 

-

 

 

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

 

 
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Note 1: Description, Background and Basis of Operations

 

Nature of Operations

 

Issuer Direct Corporation (the “Company” or “Issuer Direct”) was incorporated in the State of Delaware in October 1988 under the name Docucon Inc. Subsequent to the December 13, 2007 merger with My EDGAR, Inc., the Company changed its name to Issuer Direct Corporation. Today, Issuer Direct is a leading communications and compliance company providing solutions for both public relations and investor relations professionals. The Company operates under several brands in the market, including Direct Transfer, Interwest, ACCESSWIRE and Newswire. The Company leverages its securities compliance and regulatory expertise to provide a comprehensive set of services that enhance a customer’s ability to communicate effectively with its shareholder base while meeting all reporting regulations required.

 

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.

 

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 economic consequences of the COVID-19 pandemic and recent economic downturn, additional attention has been paid to the financial viability of its 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.

 

The following is a summary of the allowance for doubtful accounts during the years ended December 31, 2022 and 2021 (in 000’s):

 

 

 

Year Ended

December 31,

2022

 

 

Year Ended

December 31,

2021

 

Beginning balance

 

$675

 

 

$657

 

Bad debt expense

 

 

406

 

 

 

257

 

Write-offs

 

 

(336 )

 

 

(239 )

Ending balance

 

$745

 

 

$675

 

 

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 receivables. 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 December 31, 2022, the total amount exceeding such limit was $3,082,000. The Company also had cash-on-hand of $56,000 in Europe and $1,131,000 in Canada as of December 31, 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.

 

 
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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 news distribution and webcasting offerings, 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 its entire platform, certain modules within the platform or to its Media Advantage Plan (MAP), 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. MAP subscription contracts contain two performance obligations of which the first is a series of distinct services that include, but are not limited to, developing specific media plans and creating content to be distributed and the second performance obligation being access to the MAP platform along with distribution of press releases, ongoing support and assessment of performance as a stand-ready obligation. Performance obligations of Compliance contracts include providing subscriptions to its 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 the 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 related to 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 December 31, 2022 and 2021, was $5,405,000 and $3,086,000, respectively, and is expected to be recognized within one year. Revenue recognized for the year ended December 31, 2022 and 2021, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $3,086,000 and $2,212,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $2,978,000 and $3,291,000 as of December 31, 2022 and 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.

 

 
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Costs to obtain contracts with customers consist primarily of sales commissions. As of December 31, 2022 and 2021, the Company has capitalized $105,000 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.

 

Fixed Assets

 

                 Fixed assets are recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follow:

 

Asset Category

 

Depreciation / Amortization Period

Computer equipment

 

3 years

Furniture & equipment

 

3 to 7 years

Leasehold improvements

 

lesser of 8 years or the lease term

 

Earnings per Share

 

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 44,250 were excluded in the computation of diluted earnings per common share during the year ended December 31, 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 year ended December 31, 2021.

 

Use of Estimates

 

The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles (“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, the Company recognizes 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. The Company’s policy regarding the classification of interest and penalties is to classify them as income tax expense in the financial statements, if applicable.

 

 
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Table of Contents

 

Capitalized Software

 

Costs incurred to develop the Company’s 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 years ended December 31, 2022 and 2021, are as follows (in thousands):

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Capitalized software development costs

 

$

 

 

$215

 

Amortization included in cost of revenues

 

 

63

 

 

 

540

 

 

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

 

Accounting Standards Codification (“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. 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 December 31, 2022 and 2021, the Company believes the fair value of its financial instruments, such as, accounts receivable, note payable, the line of credit, and accounts payable approximate their carrying amounts.

 

 
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Table of Contents

 

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.

 

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.

 

Comprehensive Income

 

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

 

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 may be considered an indefinite-lived asset and, as such, are not amortized as there may be no foreseeable limit to cash flows generated from them. For the Newswire acquisition the Company determined the trademark was considered a definite lived asset which will be amortized over a period of 15 years. 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 (5-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-7 years) are amortized over their estimated useful lives (See Note 5).

 

Advertising

 

The Company expenses advertising as incurred. During the years ended December 31, 2022 and 2021, advertising expense was $591,000 and $250,000, respectively.

 

Reclassifications

 

                Certain amounts for prior years have been reclassified to conform with the current year financial statement presentation. Included in sales marketing and product development expenses were $186,000 and $144,000 respectively, which has been reclassified to general and administrative expenses during the year ended December 31, 2021.

 

Liquidity and Capital Resources

 

As of December 31, 2022, we had $4,832,000 in cash and cash equivalents and $2,978,000 in net accounts receivable. Current liabilities as of December 31, 2022, totaled $31,191,000 including our note payable, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses.

 

As of December 31, 2022, our current liabilities exceeded our current assets by $21,771,000.  While our current liabilities exceed current assets, we believe we will be able to refinance the note payable attributed to the Newswire acquisition before maturity due to our historical ability to generate cash as well as benefit from the addition of Newswire operations. We are actively involved in refinancing discussions at the time of this filing.

 

 
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Table of Contents

 

ERC Tax 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 ERC provisions of the CARES Act 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 year ended December 31, 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 December 30, 2021.

 

Recent Accounting Pronouncements

 

Accounting Standards Update 2016-13 Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) is effective for the Company beginning on January 1, 2023. This update requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company is still evaluating the impact of ASU 2016-13, however, at this time the Company does not expect it to have a material impact to the financial statements

 

Note 3: Fixed Assets

 

in $000’s

 

December 31,

 

 

 

2022

 

 

2021

 

Computer equipment

 

$203

 

 

$163

 

Furniture & equipment

 

 

327

 

 

 

301

 

Leasehold improvements

 

 

705

 

 

 

705

 

Total fixed assets, gross

 

 

1,235

 

 

 

1,169

 

Less: Accumulated depreciation

 

 

(610 )

 

 

(456 )

Total fixed assets, net

 

$625

 

 

$713

 

 

Included in leasehold improvements is $488,000 of tenant improvement allowance associated with a lease signed in March 2019 related to the Company’s new corporate headquarters. Depreciation expense on fixed assets for the years ended December 31, 2022 and 2021 totaled $154,000 and $144,000, respectively. No disposals were made during the years ended December 31, 2022 and 2021.

 

Note 4: Acquisition of iNewswire.com LLC

 

On November 1, 2022 (the “Closing Date”), the Company entered into a Membership Interest 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.

 

In connection with the transaction (the “Acquisition”), the Company paid to the Seller aggregate consideration of $43.5 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 $3.9 million based on the Company’s closing stock price of $21.60 on the Closing Date.

 

 
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Table of Contents

 

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.

 

The Company has determined that the acquisition of Newswire constitutes a business acquisition as defined by ASC 805, Business Combinations.  Accordingly, the assets acquired, and the liabilities assumed in the transaction were recorded at their acquisition date estimated fair value, while the transaction costs associated with the acquisition, which totaled $140,000, were expensed as incurred pursuant to the purchase method of accounting in accordance with ASC 805.  The Company’s preliminary purchase price allocation was based on an evaluation of the appropriate fair values and represents management’s best estimate based on available data. Any changes within the measurement period resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recorded at the acquisition date.  The Company employed a third-party valuation firm to assist in determining the purchase price allocation of assets and liabilities acquired from Newswire. The income approach was used to determine the value of trademarks/tradename and client relationships. The income approach determines the fair value for the asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a rate of return that reflects the relative risk of achieving the cash flow and the time value of money. Projected cash flows for each asset considered multiple factors, including current revenue from existing customers; analysis of expected revenue and attrition trends; reasonable contract renewal assumptions from the perspective of a marketplace participant; expected profit margins giving consideration to marketplace synergies; and required returns to contributory assets. The relief from royalty method was used to value the technology. This approach applies an industry-based royalty rate to future projected cashflows to express the fair value as the expected after-tax royalty savings of the asset.  Fair values are determined based on the requirements of ASC 820, Fair Measurements and Disclosure.  As of December 31, 2022, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities is preliminary, as the Company is still in the process of accumulating all of the required information to finalize the opening balance sheet and calculations of intangible assets.

 

A summary of the fair value consideration transferred for the Acquisition and the preliminary allocation to the fair value of the assets and liabilities of Newswire are as follows (in 000's):

 

Consideration transferred:

 

 

 

Cash payment

 

$18,000

 

Secured promissory note

 

 

22,000

 

Shares of Issuer Direct common stock based on closing market price prior to the Acquisition

 

 

3,892

 

Net working capital adjustment

 

 

(350)

Total consideration transferred

 

$43,542

 

 

 

 

 

 

Preliminary allocation of tangible and intangible assets and liabilities:

 

 

 

 

Goodwill

 

$16,122

 

Trademarks/Tradename

 

 

27,500

 

Technology

 

 

2,520

 

Customer relationships

 

 

580

 

Net liabilities assumed

 

 

(3,180)

Total amount allocated

 

$43,542

 

 

Net liabilities assumed:

 

 

 

Cash

 

 37

 

Accounts Receivable

 

90

 

Other Current Assets

 

 

14

 

Accounts Payable

 

 

(645 )

Accrued Expenses

 

 

(226 )

Deferred Revenue

 

 

(1,775 )

Deferred tax liability

 

 

(675 )

 

 

$(3,180 )

 

 
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Table of Contents

 

Supplemental pro forma information

 

The following unaudited supplemental pro forma information summarizes the Company’s results of operations for the current reporting period, as if the Company completed the acquisition as of the beginning of the annual reporting period. 

 

Supplemental pro forma information is as follows:       

 

in $000’s, except per share amounts

 

 

 

 

 

2022

 

 

2021

 

Revenues

 

$34,194

 

 

$31,917

 

Net income

 

$770

 

 

$729

 

Basic earnings per share

 

$0.20

 

 

$0.18

 

Diluted earnings per share

 

$0.20

 

 

$0.18

 

 

                The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisitions been completed as of the date and for the periods presented and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition.  In addition, the unaudited pro forma combined financial information is not intended to project the future financial position or results of operations of the combined company.

 

                The unaudited pro forma financial information was prepared using the acquisition method of accounting for the acquisition under existing US GAAP.  Issuer Direct has been treated as the acquirer. 

 

Note 5: Goodwill and Other Intangible Assets

 

The components of intangible assets are as follows (in 000’s):

 

 

 

December 31, 2022

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Amount

 

Customer lists

 

$1,770

 

 

$(1,770 )

 

$

 

Customer relationships

 

 

5,180

 

 

 

(3,275 )

 

 

1,905

 

Proprietary software

 

 

3,799

 

 

 

(1,173 )

 

 

2,626

 

Distribution partner relationships

 

 

153

 

 

 

(69 )

 

 

84

 

Non-compete agreement

 

 

69

 

 

 

(55 )

 

 

14

 

Trademarks – definite-lived

 

 

27,673

 

 

 

(479 )

 

 

27,194

 

Trademarks – indefinite-lived

 

 

408

 

 

 

 

 

 

408

 

Total intangible assets

 

$39,052

 

 

$(6,821 )

 

$32,231

 

 

 

 

December 31, 2021

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Amount

 

Customer lists

 

$1,770

 

 

$(1,770 )

 

$

 

Customer relationships

 

 

4,600

 

 

 

(2,937 )

 

 

1,663

 

Proprietary software

 

 

1,279

 

 

 

(1,031 )

 

 

248

 

Distribution partner relationships

 

 

153

 

 

 

(53 )

 

 

100

 

Non-compete agreement

 

 

69

 

 

 

(41 )

 

 

28

 

Trademarks – definite-lived

 

 

173

 

 

 

(173 )

 

 

 

Trademarks – indefinite-lived

 

 

408

 

 

 

 

 

 

408

 

Total intangible assets

 

$8,452

 

 

$(6,005 )

 

$2,447

 

 

 
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Table of Contents

 

The Company performed its annual assessment for impairment of intangible assets and determined there was no impairment as of and for the years ended December 31, 2022 and 2021.

 

The amortization of intangible assets is a charge to operating expenses and totaled $816,000 and $459,000 in the years ended 2022 and 2021, respectively.

 

The future amortization of the identifiable intangible assets is as follows (in 000’s):

 

Years Ending December 31:

 

 

 

2023

 

$2,740

 

2024

 

 

2,727

 

2025

 

 

2,628

 

2026

 

 

2,600

 

2027

 

 

2,431

 

Thereafter

 

 

18,697

 

Total

 

$31,823

 

 

The balance of goodwill was $6,376,000 as of December 31, 2021.  During the year ending December 31, 2022, we acquired Newswire, which added $16,122,000 of goodwill.  Along with Newswire, the goodwill balance of $22,498,000 is related to the stock acquisitions of Basset Press in July 2007, PIR in 2013, ACCESSWIRE in 2014, Interwest in 2017 and Filing Services Canada, Inc. in 2018 and the assets of the Visual Webcasting Platform in 2019. The Company conducted its annual impairment analyses as of October 1, of 2022 and 2021 and determined that no goodwill was impaired.

 

Note 6: 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 December 31, 2022, the interest rate was 5.81% and the Company did not owe any amounts on the Line of Credit.

 

Note 7: Equity

 

Dividends

 

The Company did not pay any dividends during the years ended December 31, 2022 and 2021.

 

Preferred stock and common stock

 

There were no issuances of preferred stock or common stock during the years ended December 31, 2022 and 2021 other than stock awarded to employees and the Board of Directors as well as the shares issued as part of the Newswire acquisition (see Note 4).

 

 
F-18

Table of Contents

 

Stock repurchase and retirement

 

On August 7, 2019, the Company publicly announced a stock 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 stock repurchase program to repurchase up to $2,000,000 of its common shares. As of March 31, 2021, the Company completed the repurchase program by purchasing a total of 179,845 shares as shown in the table below ($ 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

 

 

$

 

 

 
F-19

Table of Contents

 

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 $5,000,000 of its common shares. As of August 31, 2022, the Company completed the repurchase program by purchasing a total of 207,964 shares as shown in the table below ($ 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

 

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

 

 

 

 

No shares repurchased between September 2022 and December 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

207,964

 

 

$24.04

 

 

 

207,964

 

 

$

 

 

Note 8: Stock Options and Restricted Stock Units

 

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 December 31, 2022, there are 130,995 shares which remain to be granted under the 2014 Plan.

 

The following is a summary of stock options issued during the year ended December 31, 2022 and 2021:

 

 

 

Number of Options

Outstanding

 

 

Range of

Exercise Price

 

 

Weighted Average

Exercise Price

 

 

Aggregate

Intrinsic Value

 

Balance on December 31, 2020

 

 

75,230

 

 

$

6.80 – 17.40

 

 

$12.16

 

 

$402,275

 

Options granted

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

(23,563 )

 

6.80 – 17.40

 

 

 

13.01

 

 

 

267,300

 

Options forfeited/cancelled

 

 

(4,500 )

 

9.26 – 13.21

 

 

 

11.45

 

 

 

62,385

 

Balance on December 31, 2021

 

 

47,167

 

 

$

6.80 – 17.40

 

 

$11.81

 

 

$832,254

 

Options granted

 

 

50,250

 

 

26.00 – 27.71

 

 

 

26.69

 

 

 

 

Options exercised

 

 

(10,000)

 

7.76 – 13.21

 

 

 

9.12

 

 

 

185,500

 

Options forfeited/cancelled

 

 

(6,167)

 

9.26 – 27.71

 

 

 

27.71

 

 

 

 

Balance on December 31, 2022

 

 

81,250

 

 

$

6.80 – 27.71

 

 

$20.17

 

 

 

462,390

 

 

T