Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ISSUER DIRECT CORP | |
Entity Central Index Key | 843,006 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,794,394 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 4,276,726 | $ 4,215,145 |
Accounts receivable (net of allowance for doubtful accounts of $422,118 and $396,884, respectively) | 1,477,255 | 1,253,628 |
Other current assets | 284,667 | 252,468 |
Total current assets | 6,038,648 | 5,721,241 |
Capitalized software, net | 1,221,854 | 723,962 |
Fixed assets, net | 186,194 | 175,497 |
Deferred income tax asset - noncurrent | 0 | 97,974 |
Other long-term assets | 18,682 | 18,301 |
Goodwill | 2,241,872 | 2,241,872 |
Intangible assets (net of accumulated amortization of $2,771,029 and $2,512,704, respectively) | 1,932,971 | 2,191,296 |
Total assets | 11,640,221 | 11,170,143 |
Current liabilities: | ||
Accounts payable | 553,672 | 385,285 |
Accrued expenses | 527,478 | 995,999 |
Income taxes payable | 165,346 | 199,613 |
Deferred revenue | 875,288 | 822,481 |
Total current liabilities | 2,121,784 | 2,403,378 |
Deferred income tax liability | 187,493 | 94,566 |
Other long-term liabilities | 135,486 | 113,222 |
Total liabilities | $ 2,444,763 | $ 2,611,166 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 30,000,000 shares authorized, no shares issued and outstanding as of March 31, 2016 and December 31, 2015. | $ 0 | $ 0 |
Common stock $0.001 par value, 100,000,000 shares authorized, 2,794,394 and 2,785,044 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively. | 2,795 | 2,785 |
Additional paid-in capital | 8,419,324 | 8,202,605 |
Other accumulated comprehensive loss | (25,139) | (35,154) |
Retained earnings | 798,478 | 388,741 |
Total stockholders' equity | 9,195,458 | 8,558,977 |
Total liabilities and stockholders' equity | $ 11,640,221 | $ 11,170,143 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Allowance for Accounts Receivables | $ 422,118 | $ 396,884 |
Accumulated Amortization | $ 2,771,029 | $ 2,512,704 |
Stockholders Equity | ||
Preferred Stock shares par value | $ 0.001 | $ 0.001 |
Preferred Stock shares Authorized | 30,000,000 | 30,000,000 |
Preferred Stock shares Issued | 0 | 0 |
Preferred Stock shares Outstanding | 0 | 0 |
Common Stock shares par value | $ 0.001 | $ 0.001 |
Common Stock shares Authorized | 100,000,000 | 100,000,000 |
Common Stock shares Issued | 2,794,394 | 2,785,044 |
Common Stock shares Outstanding | 2,794,394 | 2,785,044 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 3,277,339 | $ 3,043,782 |
Cost of services | 770,082 | 912,877 |
Gross profit | 2,507,257 | 2,130,905 |
Operating costs and expenses: | ||
General and administrative | 842,161 | 879,782 |
Sales and marketing expenses | 623,960 | 566,056 |
Product development | 69,160 | 98,632 |
Depreciation and amortization | 281,758 | 268,341 |
Total operating costs and expenses | 1,817,039 | 1,812,811 |
Operating income | 690,218 | 318,094 |
Interest income (expense), net | 992 | (244,850) |
Net income before income taxes | 691,210 | 73,244 |
Income tax (expense) benefit | (197,922) | 163,421 |
Net income | $ 493,288 | $ 236,665 |
Income per share - basic | $ 0.18 | $ 0.10 |
Income per share - fully diluted | $ 0.17 | $ 0.10 |
Weighted average number of common shares outstanding - basic | 2,788,308 | 2,317,110 |
Weighted average number of common shares outstanding - fully diluted | 2,887,753 | 2,360,540 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements Of Comprehensive Income | ||
Net income | $ 493,288 | $ 236,665 |
Foreign currency translation adjustment | 10,015 | 8,278 |
Comprehensive income | $ 503,303 | $ 244,943 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 493,288 | $ 236,665 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 306,928 | 268,341 |
Bad debt expense | 35,228 | 76,937 |
Deferred income taxes | 56,015 | (209,777) |
Stock-based compensation expense | 167,078 | 131,844 |
Non-cash interest expense | 0 | 208,335 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | (257,614) | 292,362 |
Decrease (increase) in deposits and prepaid assets | (32,324) | (68,747) |
Increase (decrease) in accounts payable | 167,617 | 130,102 |
Increase (decrease) in accrued expenses | (484,962) | 87,081 |
Increase (decrease) in deferred revenue | 50,063 | (74,111) |
Net cash provided by operating activities | 501,317 | 1,079,032 |
Cash flows from investing activities: | ||
Capitalized software | (347,364) | 0 |
Purchase of fixed assets | (30,628) | (22,344) |
Net cash used in investing activities | (377,992) | (22,344) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options, net of income taxes | 7,094 | 0 |
Payment of dividend | (83,551) | 0 |
Net cash used in financing activities | (76,457) | 0 |
Net change in cash | 46,868 | 1,056,688 |
Cash - beginning | 4,215,145 | 1,721,343 |
Currency translation adjustment | 14,713 | (2,773) |
Cash - ending | 4,276,726 | 2,775,258 |
Supplemental disclosures: | ||
Cash paid for interest | 0 | 19,906 |
Cash paid for income taxes | 120,250 | 34,500 |
Non-cash activities: | ||
Stock-based compensation - capitalized software | $ 179,200 | $ 0 |
Note 1. Basis of Presentation
Note 1. Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Basis of Presentation | The unaudited interim consolidated balance sheet as of March 31, 2016 and statements of operations, of comprehensive income, and of cash flows for the three-month period ended March 31, 2016 and 2015 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Article 10 of Regulation S-X under the Exchange Act. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the financial statements. Results of operations reported for the interim periods are not necessarily indicative of results for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The interim financial information should be read in conjunction with the 2015 audited financial statements of Issuer Direct Corporation (the Company, We, or Our) filed on Form 10-K. |
Note 2. Summary of Significant
Note 2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Summary of Significant Accounting Policies | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation. Earnings Per Share (EPS) We calculate earnings per share in accordance with Financial Accounting Standards Board (FASB) ASC No. 260 EPS, which 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 and restricted stock units totaling 289,750 and 192,750 were excluded in the computation of diluted earnings per common share during the three-month periods ended March 31, 2016 and 2015, respectively, because their impact was anti-dilutive. As of March 31, 2015, 417,712 shares associated with the conversion feature on the convertible note outstanding were excluded from the calculation of diluted earnings per share as the impact was anti-dilutive. Revenue Recognition We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition, which requires that: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. We recognize revenue when services are rendered and/or delivered, where collectability is probable. Deferred revenue primarily consists of advanced billings for annual service contracts, and is recognized throughout the year as the services are performed. Allowance for Doubtful Accounts We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables as well as historical collection information. Credit is granted on an unsecured basis. In determining the amount of the allowance, management is required to make certain estimates and assumptions. The allowance is made up of specific reserves, as deemed necessary, on client account balances, and a reserve based on our historical experience. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, the valuation of goodwill and intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates. Income Taxes We comply with FASB ASC No. 740 Income Taxes which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, we recognize the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. Our policy regarding the classification of interest and penalties is to classify them as income tax expense in our financial statements, if applicable. At the end of each interim period, we estimate the effective tax rate we expect to be applicable for the full year and this rate is applied to our results for the interim year-to-date period and then adjusted for any discrete period items. Capitalized Software In accordance with FASB ASC No. 350 Intangibles Goodwill and Other, costs incurred to develop our cloud-based platform products and disclosure management system components 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. Costs related to design or maintenance of the software are expensed as incurred. During the three-month period ended March 31, 2016, the Company capitalized $526,564 of software development costs. Included in this amount was $179,200 related to stock-based compensation. The Company recorded amortization expense of $28,672 on software that was placed in service during the year, $25,771 of which is included in Cost of services on the Consolidated Statement of Income for the three-month period ended March 31, 2016. There were no software development costs capitalized during the three-month period ended March 31, 2015. Fair Value Measurements As of March 31, 2016 and December 31, 2015, we do not have any financial assets or liabilities that are required to be, or that we elected to measure, at fair value. We believe that the fair value of our financial instruments, which consist of cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying amounts. Translation of Foreign Financial Statements The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive loss until the entity is sold or substantially liquidated. Business Combinations, Goodwill and Intangible Assets We account for business combinations under FASB ASC No. 805 Business Combinations and the related acquired intangible assets and goodwill under FASB ASC No. 350 Intangibles Goodwill and Other. The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. We record 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, software, technology and trademarks that are initially measured at fair value. At the time of the business combination, the trademarks were considered an indefinite-lived asset and, as such, were not amortized as there was no foreseeable limit to cash flows generated from them, however, in the prior year, management determined certain trademarks associated with PIR to be definite lived assets, and as such, are amortized over their estimated useful life. 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, customer lists, software and technology are amortized over their estimated useful lives. Comprehensive Income Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment. Advertising The Company expenses advertising costs as incurred, except for direct-response advertising, which is capitalized and amortized over its expected period of future benefits. Stock-based compensation We account for stock-based compensation under FASB ASC No. 718 Compensation Stock 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 cost is to be recognized over the period during which an employee is required to provide service in exchange for the award. The authoritative guidance for stock compensation also requires the benefit of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow as prescribed under previous accounting rules. This requirement reduces net operating cash flows and increases net financing cash flows in periods subsequent to adoption, only if excess tax benefits exists. Newly Adopted Pronouncements The FASB has issued Accounting Standards Update ("ASU") No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . The FASB has issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments do not change the accounting for a customers accounting for service contracts. As a result of the amendments, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. ASU 2015-05 is effective for public entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The Company does not anticipate that ASU 2015-05 will have a significant impact on our financial statements. The FASB has issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards. The objective of the simplification initiative is to identify, evaluate, and improve areas of US GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to the users of financial statements. The amendments in ASU 2015-01 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not anticipate that ASU 2015-01 will have a significant impact on our financial statements. The FASB has issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in US GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify how current US GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not anticipate that ASU 2014-16 will have a significant impact on our financial statements. The FASB has issued ASU 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force (EITF). The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company will apply the provisions of ASU 2014-12 to any future performance based stock awards, but does not anticipate that the impact will have a significant impact on our financial statements. Recent Accounting Pronouncements The FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payment award transaction including (a) income tax consequences; (b) classification of awards as either debt or equity liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustment should be reflected as of the beginning of the fiscal year that includes the interim period. Additionally, as a reminder, an entity that elects to early adopt the new guidance must adopt all of the amendments in the same period. The Company is currently in the process of evaluating the impact that this new leasing ASU will have on its financial statements The FASB's new leases standard ASU 2016-02 Leases (Topic 842) was issued on February 25, 2016. ASU 2016-02 is intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as Lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. An organization is to provide disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements concerning additional information about the amounts recorded in the financial statements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current US GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current US GAAP which requires only capital leases to be recognized on the balance sheet the new ASU will require both types of leases (i.e. operating and capital) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing US GAAP. The operating lease will be accounted for in a manner similar to operating leases under existing US GAAP, except that lessees will recognize a lease liability and a lease asset for all of those leases. The leasing standard will be effective for calendar year-end public companies beginning after December 15, 2018. Public companies will be required to adopt the new leasing standard for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. For calendar year-end public companies, this means an adoption date of January 1, 2019 and retrospective application to previously issued annual and interim financial statements for 2018 and 2017. Lessees with a large portfolio of leases are likely to see a significant increase in balance sheet assets and liabilities. The Company is currently in the process of evaluating the impact that this new ASU will have on its financial statements. The FASB has issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. The Company is currently evaluating the impact of ASU 2014-09, which is currently effective for the Company in our year beginning on January 1, 2018. |
Note 3. Stock Options and Restr
Note 3. Stock Options and Restricted Stock Units | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Stock Options and Restricted Stock Units | 2014 Equity Incentive Plan On May 23, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the 2014 Plan). Under the terms of the 2014 Plan, the Company is authorized to issue incentive awards for common stock up to 200,000 shares to employees and other personnel. 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 March 31, 2016, 198,500 awards had been issued under the 2014 Plan. The following table summarizes information about stock options outstanding and exercisable at March 31, 2016: Options Outstanding Options Exercisable Exercise Price Range Number Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number $ 0.01 - $1.00 12,850 5.81 $ 0.01 12,850 $ 1.01 - $2.00 4,550 5.15 $ 1.70 4,550 $ 2.01 - $3.00 4,000 2.43 $ 2.10 1,500 $ 3.01 - $4.00 14,000 6.00 $ 3.33 14,000 $ 4.01 - $8.00 108,750 5.49 $ 7.76 61,250 $ 8.01 - $9.00 40,000 2.39 $ 8.25 27,500 $ 9.01 - $10.00 12,500 8.74 $ 9.26 4,170 $ 10.01 - $13.49 40,000 2.94 $ 13.49 20,000 Total 236,650 4.70 $ 7.33 145,820 As of March 31, 2016, the Company had unrecognized stock compensation related to the options of $651,781. On January 1, 2016, the Company granted 38,500 restricted stock units with an intrinsic value of $5.80 to certain employees of the Company and on January 21, 2016, the Company granted 50,000 restricted stock units with an intrinsic value of $4.88 to certain members of the Board of Directors. The restricted stock units vest one-third annually over three years. As of March 31, 2016, 25,000 restricted stock units with an intrinsic value of $7.20 per share vested upon the achievement of certain milestones related to the development of the Companys cloud-based disclosure reporting software. During the three-month period ended March 31, 2016, the Company capitalized a total of $163,800 related to these restricted stock units, which are included in capitalized software on the Consolidated Balance Sheet. As of March 31, 2016, there was $596,695 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2017. A portion of this is expected to be capitalized as capitalized software. |
Note 4. Income taxes
Note 4. Income taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes | We recognized income tax expense of ($197,922) for the three-month period ended March 1, 2016 and income tax benefit of $163,421 during the three-month period ended March 31, 2015, based on our projections of future profitability. At the end of each interim period, we estimate the effective tax rate we expect to be applicable for the full fiscal year and this rate is applied to our results for the year-to-date period, and then adjusted for any discrete period items. The variation between the Companys estimated annual effective tax rate and the US Statutory rate of 34% is due primarily to partial release of the valuation allowance, foreign rate differentials, state income taxes and non-cash interest. During the three-month periods ended March 31, 2016 and 2015, the Company released $78,400 and $210,370 of its valuation allowance related to federal and state net operating losses, which resulted in a net benefit of $40,875 and $210,370, respectively. The tax benefits from US net operating losses that were previously reserved were acquired as part of the acquisition of PrecisionIR (PIR). At the date of acquisition, management believed it was more likely than not that the benefits would not be used due to the uncertainty of future profitability and also due to statutory limitations on the amount of net operating losses that can be carried forward in an acquisition. Each quarter, the Company performs a detailed analysis to determine its ability to utilize the tax benefits and determined that portions of the tax benefits could be used. Therefore, as of March 31, 2016, the Company has released portions of the reserve related to tax years through 2016 based on current best estimates of profitability. |
Note 5. Operations and Concentr
Note 5. Operations and Concentrations | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Operations and Concentrations | For the three-month periods ended March 31, 2016 and 2015, we earned revenues (as a percentage of total revenues) in the following categories: Three months ended March 31, Revenue Streams 2016 2015 Disclosure management 18.8 % 23.8 % Shareholder communications 66.5 % 67.8 % Platform & technology 14.7 % 8.4 % Total 100.0 % 100.0 % No customers accounted for more than 10% of the operating revenues during the three-month periods ended March 31, 2016 or 2015. We did not have any customers that comprised more than 10% of our total accounts receivable balances at March 31, 2016 or December 31, 2015. We do not believe we had any financial instruments that could have potentially subjected us to significant concentrations of credit risk. A portion of our revenues are paid at the beginning of the month via credit card or in advance by check, the remaining accounts receivable amounts are generally due within 30 days. |
Note 6. Line of Credit
Note 6. Line of Credit | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Line of Credit | Effective June 24, 2015, the Company renewed its Line of Credit and removed the limitation of the borrowing base calculation, such that the amount of funds available for future borrowings increased to $2,000,000. The interest rate remained at LIBOR plus 3.0%, and therefore was 3.44% at March 31, 2016. The Company did not owe any amounts on the Line of Credit at March 31, 2016. |
Note 7. Note Payable - Related
Note 7. Note Payable - Related Party | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note Payable - Related Party | On August 22, 2013, in connection with and to partially fund the acquisition and simultaneously with the Acquisition of PIR, the Company entered into a Securities Purchase Agreement (the 8% Note Purchase Agreement) relating to the sale of $2,500,000 aggregate principal amount of the Companys 8% convertible secured promissory note (8% Note) with Red Oak Partners LP (Red Oak). The 8% Note paid interest on each of March 31, June 30, September 30, and December 31, beginning on September 30, 2013, at a rate of 8% per year. The maturity date of the 8% Note was August 22, 2015. The 8% Note was secured by all of the assets of the Company and was subordinated to the Companys obligations to its primary financial institution. Furthermore, in connection with the 8% Note Purchase Agreement, a partner of Red Oak was appointed to the Companys Board of Directors. On November 10, 2014, Red Oak assigned the 8% Note between the Red Oak Fund, LP; Pinnacle Opportunities, LP; and the Red Oak Long Fund, LP; all of which are under management by Red Oak. Beginning immediately upon the date of issuance, Red Oak or its assignees had the right to convert the 8% Note into shares of the Companys common stock at a conversion price of $3.99 per share. On the date the Company entered into the 8% Note Purchase Agreement, the Companys stock price was $8.20 per share, and therefore the Company assigned a value of $2,500,000 to the common stock conversion feature and recorded this as debt discount and additional paid-in capital. This instrument also created a deferred tax liability of $1,000,000 that reduced the value recorded as additional paid in capital, and therefore the net amount recorded to stockholders' equity was $1,500,000. The debt discount of $2,500,000 was amortized over the two-year life of the loan as non-cash interest expense. On November 12, 2014, Red Oak converted $833,327 of principal and $23,369 of accrued interest payable on the 8% Note into 214,710 shares of the Companys common stock at the conversion price of $3.99. Following this transaction, the principal balance of the note was $1,666,673. As a result of this transaction, the company recorded $323,250 of non-cash interest expense due to the acceleration of debt discount on the portion of the 8% Note that was converted. Effective August 22, 2015, upon the maturity of the 8% Note, Red Oak converted the remaining $1,666,673 of principal into 417,712 shares of the Companys common stock at the conversion price of $3.99. As a result of the final conversion, the Company no longer has non-cash or cash interest expense associated with the 8% Note. During the three month periods ended March 31, 2015, the Company recorded non-cash interest expense of $208,335 and cash interest expense of $33,333. |
Note 8. Geographical Informatio
Note 8. Geographical Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographical Information | We consider ourselves to be in a single reportable segment under the authoritative guidance for segment reporting, specifically a disclosure management and targeted communications company for publicly traded companies. Revenue is attributed to a particular geographic region based on where the services are performed. The following tables set forth revenues by domestic versus international regions: Three months ended March 31, 2016 2015 Geographic region North America $ 2,835,006 $ 2,473,314 Europe 442,333 570,468 Total revenues $ 3,277,339 $ 3,043,782 |
Note 9. Subsequent Events
Note 9. Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | On April 13, 2016, the Company's Board of Directors approved and declared a quarterly cash dividend of $0.03 per share. The dividend is payable on May 12, 2016, to stockholders of record as of the close of business on April 25, 2016. |
Note 2. Summary of Significan16
Note 2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Earnings per Share (EPS) | We calculate earnings per share in accordance with Financial Accounting Standards Board (FASB) ASC No. 260 EPS, which 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 and restricted stock units totaling 289,750 and 192,750 were excluded in the computation of diluted earnings per common share during the three-month periods ended March 31, 2016 and 2015, respectively, because their impact was anti-dilutive. As of March 31, 2015, 417,712 shares associated with the conversion feature on the convertible note outstanding were excluded from the calculation of diluted earnings per share as the impact was anti-dilutive. |
Revenue Recognition | We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition, which requires that: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. We recognize revenue when services are rendered and/or delivered, where collectability is probable. Deferred revenue primarily consists of advanced billings for annual service contracts, and is recognized throughout the year as the services are performed. |
Allowance for Doubtful Accounts | We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables as well as historical collection information. Credit is granted on an unsecured basis. In determining the amount of the allowance, management is required to make certain estimates and assumptions. The allowance is made up of specific reserves, as deemed necessary, on client account balances, and a reserve based on our historical experience. |
Use of Estimates | The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, the valuation of goodwill and intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates. |
Income Taxes | We comply with FASB ASC No. 740 Income Taxes which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, we recognize the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. Our policy regarding the classification of interest and penalties is to classify them as income tax expense in our financial statements, if applicable. At the end of each interim period, we estimate the effective tax rate we expect to be applicable for the full year and this rate is applied to our results for the interim year-to-date period and then adjusted for any discrete period items. |
Capitalized Software | In accordance with FASB ASC No. 350 Intangibles Goodwill and Other, costs incurred to develop our cloud-based platform products and disclosure management system components 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. Costs related to design or maintenance of the software are expensed as incurred. During the three-month period ended March 31, 2016, the Company capitalized $526,564 of software development costs. Included in this amount was $179,200 related to stock-based compensation. The Company recorded amortization expense of $28,672 on software that was placed in service during the year, $25,771 of which is included in Cost of services on the Consolidated Statement of Income for the three-month period ended March 31, 2016. There were no software development costs capitalized during the three-month period ended March 31, 2015. |
Fair Value Measurements | As of March 31, 2016 and December 31, 2015, we do not have any financial assets or liabilities that are required to be, or that we elected to measure, at fair value. We believe that the fair value of our financial instruments, which consist of cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying amounts. |
Translation of Foreign Financial Statements | The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive loss until the entity is sold or substantially liquidated. |
Business Combinations, Goodwill and Intangible Assets | We account for business combinations under FASB ASC No. 805 Business Combinations and the related acquired intangible assets and goodwill under FASB ASC No. 350 Intangibles Goodwill and Other. The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. We record 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, software, technology and trademarks that are initially measured at fair value. At the time of the business combination, the trademarks were considered an indefinite-lived asset and, as such, were not amortized as there was no foreseeable limit to cash flows generated from them, however, in the prior year, management determined certain trademarks associated with PIR to be definite lived assets, and as such, are amortized over their estimated useful life. 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, customer lists, software and technology are amortized over their estimated useful lives. |
Comprehensive Income | Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment. |
Advertising | The Company expenses advertising costs as incurred, except for direct-response advertising, which is capitalized and amortized over its expected period of future benefits. |
Stock-based compensation | We account for stock-based compensation under FASB ASC No. 718 Compensation Stock 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 cost is to be recognized over the period during which an employee is required to provide service in exchange for the award. The authoritative guidance for stock compensation also requires the benefit of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow as prescribed under previous accounting rules. This requirement reduces net operating cash flows and increases net financing cash flows in periods subsequent to adoption, only if excess tax benefits exists. |
Newly Adopted Pronouncements | The FASB has issued Accounting Standards Update ("ASU") No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . The FASB has issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments do not change the accounting for a customers accounting for service contracts. As a result of the amendments, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. ASU 2015-05 is effective for public entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The Company does not anticipate that ASU 2015-05 will have a significant impact on our financial statements. The FASB has issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards. The objective of the simplification initiative is to identify, evaluate, and improve areas of US GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to the users of financial statements. The amendments in ASU 2015-01 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not anticipate that ASU 2015-01 will have a significant impact on our financial statements. The FASB has issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in US GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify how current US GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not anticipate that ASU 2014-16 will have a significant impact on our financial statements. The FASB has issued ASU 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force (EITF). The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company will apply the provisions of ASU 2014-12 to any future performance based stock awards, but does not anticipate that the impact will have a significant impact on our financial statements. |
Recent Accounting Pronouncements | The FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payment award transaction including (a) income tax consequences; (b) classification of awards as either debt or equity liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustment should be reflected as of the beginning of the fiscal year that includes the interim period. Additionally, as a reminder, an entity that elects to early adopt the new guidance must adopt all of the amendments in the same period. The Company is currently in the process of evaluating the impact that this new leasing ASU will have on its financial statements The FASB's new leases standard ASU 2016-02 Leases (Topic 842) was issued on February 25, 2016. ASU 2016-02 is intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as Lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. An organization is to provide disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements concerning additional information about the amounts recorded in the financial statements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current US GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current US GAAP which requires only capital leases to be recognized on the balance sheet the new ASU will require both types of leases (i.e. operating and capital) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing US GAAP. The operating lease will be accounted for in a manner similar to operating leases under existing US GAAP, except that lessees will recognize a lease liability and a lease asset for all of those leases. The leasing standard will be effective for calendar year-end public companies beginning after December 15, 2018. Public companies will be required to adopt the new leasing standard for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. For calendar year-end public companies, this means an adoption date of January 1, 2019 and retrospective application to previously issued annual and interim financial statements for 2018 and 2017. Lessees with a large portfolio of leases are likely to see a significant increase in balance sheet assets and liabilities. The Company is currently in the process of evaluating the impact that this new ASU will have on its financial statements. The FASB has issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. The Company is currently evaluating the impact of ASU 2014-09, which is currently effective for the Company in our year beginning on January 1, 2018. |
Note 3. Stock Options and Res17
Note 3. Stock Options and Restricted Stock Units (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Schedule Of Stock Options | Options Outstanding Options Exercisable Exercise Price Range Number Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number $ 0.01 - $1.00 12,850 5.81 $ 0.01 12,850 $ 1.01 - $2.00 4,550 5.15 $ 1.70 4,550 $ 2.01 - $3.00 4,000 2.43 $ 2.10 1,500 $ 3.01 - $4.00 14,000 6.00 $ 3.33 14,000 $ 4.01 - $8.00 108,750 5.49 $ 7.76 61,250 $ 8.01 - $9.00 40,000 2.39 $ 8.25 27,500 $ 9.01 - $10.00 12,500 8.74 $ 9.26 4,170 $ 10.01 - $13.49 40,000 2.94 $ 13.49 20,000 Total 236,650 4.70 $ 7.33 145,820 |
Note 5. Operations and Concen18
Note 5. Operations and Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Concentration of revenue as a percentage of total revenue | Three months ended March 31, Revenue Streams 2016 2015 Disclosure management 18.8 % 23.8 % Shareholder communications 66.5 % 67.8 % Platform & technology 14.7 % 8.4 % Total 100.0 % 100.0 % |
Note 8. Geographical Informat19
Note 8. Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenue based on geographic region | Three months ended March 31, 2016 2015 Geographic region North America $ 2,835,006 $ 2,473,314 Europe 442,333 570,468 Total revenues $ 3,277,339 $ 3,043,782 |
Note 2. Summary of Significan20
Note 2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Capitalized software development costs | $ 526,564 | $ 0 |
Amortization expense | $ 28,672 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 289,750 | 192,750 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 289,750 | 192,750 |
Convertible Note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 417,712 |
Note 3. Stock Options and Res21
Note 3. Stock Options and Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Option 1 | |
Exercise Price Range | 0.01 - $1.00 |
Number of Options Outstanding | 12,850 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 9 months 22 days |
Weighted Average Exercise Price | $ / shares | $ 0.01 |
Number of Options Exercisable | 12,850 |
Option 2 | |
Exercise Price Range | 1.01 - $2.00 |
Number of Options Outstanding | 4,550 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 1 month 24 days |
Weighted Average Exercise Price | $ / shares | $ 1.70 |
Number of Options Exercisable | 4,550 |
Option 3 | |
Exercise Price Range | 2.01 - $3.00 |
Number of Options Outstanding | 4,000 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 5 months 5 days |
Weighted Average Exercise Price | $ / shares | $ 2.10 |
Number of Options Exercisable | 1,500 |
Option 4 | |
Exercise Price Range | 3.01 - $4.00 |
Number of Options Outstanding | 14,000 |
Weighted Average Remaining Contractual Life (in Years) | 6 years |
Weighted Average Exercise Price | $ / shares | $ 3.33 |
Number of Options Exercisable | 14,000 |
Option 5 | |
Exercise Price Range | 4.01 - $8.00 |
Number of Options Outstanding | 108,750 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 5 months 26 days |
Weighted Average Exercise Price | $ / shares | $ 7.76 |
Number of Options Exercisable | 61,250 |
Option 6 | |
Exercise Price Range | 8.01 - $9.00 |
Number of Options Outstanding | 40,000 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 4 months 20 days |
Weighted Average Exercise Price | $ / shares | $ 8.25 |
Number of Options Exercisable | 27,500 |
Option 7 | |
Exercise Price Range | 9.01 - $10.00 |
Number of Options Outstanding | 12,500 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 8 months 27 days |
Weighted Average Exercise Price | $ / shares | $ 9.26 |
Number of Options Exercisable | 4,170 |
Option 8 | |
Exercise Price Range | 10.01-$13.49 |
Number of Options Outstanding | 40,000 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 11 months 8 days |
Weighted Average Exercise Price | $ / shares | $ 13.49 |
Number of Options Exercisable | 20,000 |
Total | |
Number of Options Outstanding | 236,650 |
Weighted Average Remaining Contractual Life (in Years) | 4 years 8 months 12 days |
Weighted Average Exercise Price | $ / shares | $ 7.33 |
Number of Options Exercisable | 145,820 |
Note 3. Stock Options and Res22
Note 3. Stock Options and Restricted Stock Units (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Note 3. Stock Options And Restricted Stock Units Details Narrative | |
Unrecognized Compensation Expense, Options | $ 651,781 |
Unrecognized Compensation Expense, Restricted Stock Units | $ 596,695 |
Restricted stock units, vested | shares | 25,000 |
Intrinsic value | $ / shares | $ 5.80 |
Note 4. Income taxes (Details N
Note 4. Income taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Note 4. Income Taxes Details Narrative | ||
Income tax benefit (expense) | $ (197,922) | $ 163,421 |
Business Combination, Valuation Allowance, Available to Reduce Income Tax Expense | $ 40,875 | $ 210,370 |
Note 5. Operations and Concen24
Note 5. Operations and Concentrations (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Percentage of revenue from various revenue streams | 100.00% | 100.00% |
Disclosure management | ||
Percentage of revenue from various revenue streams | 18.80% | 23.80% |
Shareholder communications | ||
Percentage of revenue from various revenue streams | 66.50% | 67.80% |
Platform & technology | ||
Percentage of revenue from various revenue streams | 14.70% | 8.40% |
Note 6. Line of Credit (Details
Note 6. Line of Credit (Details Narrative) | Mar. 31, 2016USD ($) |
Notes to Financial Statements | |
Line Of Credit, Maximum Borrowing Capacity | $ 2,000,000 |
Line of Credit Facility, Interest Rate at Period End | 3.44% |
Line of Credit, amount outstanding | $ 0 |
Note 7. Note Payable - Relate26
Note 7. Note Payable - Related Party (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Note 7. Note Payable - Related Party Details Narrative | ||
Non-cash interest expense | $ 0 | $ 208,335 |
Interest expense | $ 0 | $ 33,333 |
Note 8. Geographic Operating In
Note 8. Geographic Operating Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 3,277,339 | $ 3,043,782 |
North America | ||
Revenues | 2,835,006 | 2,473,314 |
Europe | ||
Revenues | $ 442,333 | $ 570,468 |