Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | ISSUER DIRECT CORPORATION | |
Entity Central Index Key | 0000843006 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 3,791,020 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 26-1331503 | |
Entity Interactive Data Current | Yes | |
Entity File Number | 1-10185 | |
Entity Address Address Line 2 | Suite 1001 | |
Entity Address City Or Town | Raleigh | |
Entity Address Address Line 1 | 1 Glenwood Avenue | |
Entity Address Postal Zip Code | 27603 | |
City Area Code | 919 | |
Local Phone Number | 481-4000 | |
Security 12b Title | Common Stock, par value $0.001 | |
Trading Symbol | ISDR | |
Security Exchange Name | NYSEAMER | |
Entity Address State Or Province | NC |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,812 | $ 23,852 |
Accounts receivable (net of allowance for doubtful accounts of $610 and $675, respectively) | 3,062 | 3,291 |
Income tax receivable | 285 | 0 |
Other current assets | 807 | 750 |
Total current assets | 25,966 | 27,893 |
Capitalized software (net of accumulated amortization of $3,349 and $3,301, respectively) | 153 | 201 |
Fixed assets (net of accumulated depreciation of $572 and $456, respectively) | 649 | 713 |
Right-of-use asset - leases | 1,341 | 1,533 |
Other long-term assets | 110 | 94 |
Goodwill | 6,376 | 6,376 |
Intangible assets (net of accumulated amortization of $6,329 and $6,005, respectively) | 2,123 | 2,447 |
Total assets | 36,718 | 39,257 |
Current liabilities: | ||
Accounts payable | 691 | 695 |
Accrued expenses | 1,638 | 1,975 |
Income taxes payable | 198 | 46 |
Deferred revenue | 3,429 | 3,086 |
Total current liabilities | 5,956 | 5,802 |
Deferred income tax liability | 96 | 176 |
Lease liabilities - long-term | 1,422 | 1,659 |
Total liabilities | 7,474 | 7,637 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. | 0 | 0 |
Common stock $0.001 par value, 20,000,000 shares authorized, 3,610,839 and 3,793,538 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. | 4 | 4 |
Additional paid-in capital | 18,051 | 22,401 |
Other accumulated comprehensive loss | (88) | (19) |
Retained earnings | 11,277 | 9,234 |
Total stockholders' equity | 29,244 | 31,620 |
Total liabilities and stockholders' equity | $ 36,718 | $ 39,257 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance For Accounts Receivables | $ 610 | $ 675 |
Accumulated Amortization - Capitalized Software | 3,349 | 3,301 |
Accumulated Depreciation - Fixed Assets | 572 | 456 |
Accumulated Amortization - Intangible Assets | $ 6,329 | $ 6,005 |
Preferred Stock Shares, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock Shares, Authorized | 1,000,000 | 1,000,000 |
Preferred Stock Shares, Issued | 0 | 0 |
Preferred Stock Shares, Outstanding | 0 | 0 |
Common Stock Shares, Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares, Authorized | 20,000,000 | 20,000,000 |
Common Stock Shares, Issued | 3,610,839 | 3,793,538 |
Common Stock Shares, Outstanding | 3,610,839 | 3,793,538 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenues | $ 5,280 | $ 5,465 | $ 16,375 | $ 16,165 |
Cost of revenues | 1,212 | 1,355 | 3,808 | 4,229 |
Gross profit | 4,068 | 4,110 | 12,567 | 11,936 |
Operating costs and expenses: | ||||
General and administrative | 1,657 | 1,258 | 4,903 | 3,923 |
Sales and marketing expenses | 1,231 | 1,349 | 3,866 | 3,633 |
Product development | 245 | 373 | 734 | 878 |
Depreciation and amortization | 146 | 153 | 439 | 457 |
Total operating costs and expenses | 3,279 | 3,133 | 9,942 | 8,891 |
Operating income | 789 | 977 | 2,625 | 3,045 |
Other income | 0 | 366 | 0 | 366 |
Interest income | 77 | 0 | 99 | 2 |
Income before taxes | 866 | 1,343 | 2,724 | 3,413 |
Income tax expense | 180 | 319 | 681 | 738 |
Net income | $ 686 | $ 1,024 | $ 2,043 | $ 2,675 |
Income per share - basic | $ 0.19 | $ 0.27 | $ 0.55 | $ 0.71 |
Income per share - fully diluted | $ 0.19 | $ 0.27 | $ 0.55 | $ 0.70 |
Weighted average number of common shares outstanding - basic | 3,618 | 3,788 | 3,717 | 3,776 |
Weighted average number of common shares outstanding - fully diluted | 3,636 | 3,821 | 3,738 | 3,818 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) | ||||
Net income | $ 686 | $ 1,024 | $ 2,043 | $ 2,675 |
Foreign currency translation adjustment | (53) | 7 | (69) | 5 |
Comprehensive income | $ 633 | $ 1,031 | $ 1,974 | $ 2,680 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated other comprehensive Income (Loss) [Member] | Retained Earnings [Member] |
Balance, shares at Dec. 31, 2020 | 3,770,752 | ||||
Balance, amount at Dec. 31, 2020 | $ 28,142 | $ 4 | $ 22,214 | $ (19) | $ 5,943 |
Stock-based compensation expense | 63 | $ 0 | 63 | 0 | 0 |
Exercise of stock awards, net of tax, shares | 15,000 | ||||
Exercise of stock awards, net of tax, amount | 199 | $ 0 | 199 | 0 | 0 |
Stock repurchase and retirement, shares | 19,777 | ||||
Stock repurchase and retirement, amount | (452) | $ 0 | (452) | 0 | 0 |
Foreign currency translation | 3 | 0 | 0 | 3 | 0 |
Net income | 545 | $ 0 | 0 | 0 | 545 |
Balance, shares at Mar. 31, 2021 | 3,765,975 | ||||
Balance, amount at Mar. 31, 2021 | 28,500 | $ 4 | 22,024 | (16) | 6,488 |
Balance, shares at Dec. 31, 2020 | 3,770,752 | ||||
Balance, amount at Dec. 31, 2020 | 28,142 | $ 4 | 22,214 | (19) | 5,943 |
Net income | 2,675 | ||||
Balance, shares at Sep. 30, 2021 | 3,791,038 | ||||
Balance, amount at Sep. 30, 2021 | 30,876 | $ 4 | 22,268 | (14) | 8,618 |
Balance, shares at Mar. 31, 2021 | 3,765,975 | ||||
Balance, amount at Mar. 31, 2021 | 28,500 | $ 4 | 22,024 | (16) | 6,488 |
Stock-based compensation expense | 69 | $ 0 | 69 | 0 | 0 |
Exercise of stock awards, net of tax, shares | 20,550 | ||||
Exercise of stock awards, net of tax, amount | 20 | $ 0 | 20 | 0 | 0 |
Foreign currency translation | (5) | 0 | 0 | (5) | 0 |
Net income | 1,106 | $ 0 | 0 | 0 | 1,106 |
Balance, shares at Jun. 30, 2021 | 3,786,525 | ||||
Balance, amount at Jun. 30, 2021 | 29,690 | $ 4 | 22,113 | (21) | 7,594 |
Stock-based compensation expense | 100 | $ 0 | 100 | 0 | 0 |
Exercise of stock awards, net of tax, shares | 4,513 | ||||
Exercise of stock awards, net of tax, amount | 55 | $ 0 | 55 | 0 | 0 |
Foreign currency translation | 7 | 0 | 0 | 7 | 0 |
Net income | 1,024 | $ 0 | 0 | 0 | 1,024 |
Balance, shares at Sep. 30, 2021 | 3,791,038 | ||||
Balance, amount at Sep. 30, 2021 | 30,876 | $ 4 | 22,268 | (14) | 8,618 |
Balance, shares at Dec. 31, 2021 | 3,793,538 | ||||
Balance, amount at Dec. 31, 2021 | 31,620 | $ 4 | 22,401 | (19) | 9,234 |
Stock-based compensation expense | 184 | $ 0 | 184 | 0 | 0 |
Exercise of stock awards, net of tax, shares | 7,500 | ||||
Exercise of stock awards, net of tax, amount | 58 | $ 0 | 58 | 0 | 0 |
Stock repurchase and retirement, shares | 6,200 | ||||
Stock repurchase and retirement, amount | (182) | $ 0 | (182) | 0 | 0 |
Foreign currency translation | 7 | 0 | 0 | 7 | 0 |
Net income | 516 | $ 0 | 0 | 0 | 516 |
Balance, shares at Mar. 31, 2022 | 3,794,838 | ||||
Balance, amount at Mar. 31, 2022 | 32,203 | $ 4 | 22,461 | (12) | 9,750 |
Balance, shares at Dec. 31, 2021 | 3,793,538 | ||||
Balance, amount at Dec. 31, 2021 | 31,620 | $ 4 | 22,401 | (19) | 9,234 |
Net income | 2,043 | ||||
Balance, shares at Sep. 30, 2022 | 3,610,839 | ||||
Balance, amount at Sep. 30, 2022 | 29,244 | $ 4 | 18,051 | (88) | 11,277 |
Balance, shares at Mar. 31, 2022 | 3,794,838 | ||||
Balance, amount at Mar. 31, 2022 | 32,203 | $ 4 | 22,461 | (12) | 9,750 |
Stock-based compensation expense | 188 | $ 0 | 188 | 0 | 0 |
Exercise of stock awards, net of tax, shares | 15,265 | ||||
Exercise of stock awards, net of tax, amount | 0 | $ 0 | 0 | 0 | 0 |
Stock repurchase and retirement, shares | 163,201 | ||||
Stock repurchase and retirement, amount | (3,859) | $ 0 | (3,859) | 0 | 0 |
Foreign currency translation | (23) | 0 | 0 | (23) | 0 |
Net income | 841 | $ 0 | 0 | 0 | 841 |
Balance, shares at Jun. 30, 2022 | 3,646,902 | ||||
Balance, amount at Jun. 30, 2022 | 29,350 | $ 4 | 18,790 | (35) | 10,591 |
Stock-based compensation expense | 187 | $ 0 | 187 | 0 | 0 |
Exercise of stock awards, net of tax, shares | 2,500 | ||||
Exercise of stock awards, net of tax, amount | 33 | $ 0 | 33 | 0 | 0 |
Stock repurchase and retirement, shares | 38,563 | ||||
Stock repurchase and retirement, amount | (959) | $ 0 | (959) | 0 | 0 |
Foreign currency translation | (53) | 0 | 0 | (53) | 0 |
Net income | 686 | $ 0 | 0 | 0 | 686 |
Balance, shares at Sep. 30, 2022 | 3,610,839 | ||||
Balance, amount at Sep. 30, 2022 | $ 29,244 | $ 4 | $ 18,051 | $ (88) | $ 11,277 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 2,043 | $ 2,675 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 487 | 854 |
Bad debt expense | 279 | 236 |
Deferred income taxes | 80 | 14 |
Stock-based compensation expense | 559 | 232 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | (61) | (767) |
Decrease (increase) in other assets | (166) | (273) |
Increase (decrease) in accounts payable | (2) | (365) |
Increase (decrease) in accrued expenses | 409 | 489 |
Increase (decrease) in deferred revenue | 375 | 500 |
Net cash provided by operating activities | 3,025 | 3,319 |
Cash flows from investing activities: | ||
Capitalized software | 0 | 215 |
Purchase of fixed assets | (52) | (49) |
Net cash used in investing activities | (52) | (264) |
Cash flows from financing activities: | ||
Exercise of stock options | 91 | 274 |
Payment for stock repurchase and retirement | (5,000) | (452) |
Net cash used in financing activities | (4,909) | (178) |
Net change in cash and cash equivalents | (1,936) | 2,877 |
Cash - beginning | 23,852 | 19,556 |
Currency translation adjustment | (104) | (18) |
Cash and cash equivalents - ending | 21,812 | 22,415 |
Supplemental disclosures: | ||
Cash paid for income taxes | $ 782 | $ 893 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation | |
Basis Of Presentation | Note 1. Basis of Presentation The unaudited interim consolidated balance sheet as of September 30, 2022 and consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the three and nine-month periods ended September 30, 2022 and 2021 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 10 of Regulation S-X under the Exchange Act. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the financial statements. Results of operations reported for the interim periods are not necessarily indicative of results for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The interim financial information should be read in conjunction with the 2021 audited financial statements of Issuer Direct Corporation (the “Company”, “We”, or “Our”) filed on our Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary Of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation. Earnings Per Share (EPS) Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling 50,250 were excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2022, because their impact was anti-dilutive. There were no shares issuable upon the exercise of stock options excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2021, because their impact was anti-dilutive. Revenue Recognition Substantially all the Company’s revenue comes from contracts with customers for subscriptions to its cloud-based products or contracts for Communications and Compliance products and services. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of our news distribution and webcasting offerings, our customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer. The Company's contracts include either a subscription to our entire platform or certain modules within our platform, or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. For these bundled contracts, the Company accounts for individual subscriptions and services as separate performance obligations if they are distinct, which is when a product or service is separately identifiable from other items in the bundled package, and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company separates revenue from its contracts into two revenue streams: i) Communications and ii) Compliance. Performance obligations of Communications contracts include providing subscriptions to certain modules or the entire Platform id. id. The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for per release contracts and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations. For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary. The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily press release packages which have been prepaid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of September 30, 2022, and December 31, 2021, was $3,429,000 and $3,086,000, respectively, and is expected to be recognized within one year. Revenue recognized for the nine months ended September 30, 2022, and 2021, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $2,763,000 and $1,948,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,062,000 and $3,291,000 as of September 30, 2022, and December 31, 2021, respectively. Since substantially all the contracts have terms of one year or less, the Company has elected to use the practical expedient regarding the existence of a significant financing. Costs to obtain contracts with customers consist primarily of sales commissions. As of September 30, 2022 and December 31, 2021, the Company has capitalized $80,000 and $53,000, respectively, of costs to obtain contracts that are expected to be amortized over more than one year. For contract costs expected to be amortized in less than one year, the Company has elected to use the practical expedient allowing the recognition of incremental costs of obtaining a contract as an expense when incurred. The Company has considered historical renewal rates, expectations of future renewals and economic factors in making these determinations. Cash Equivalents For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. Credit is granted on an unsecured basis. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. Given the ongoing environment of the COVID-19 pandemic and recent economic downturn, additional attention has been paid to the financial viability of our customers. The Company generally writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. Concentration of Credit Risk Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company places its cash and temporary cash investments with credit quality institutions. Such cash balances are currently in excess of the FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institutions, each quarter the Company evaluates the rating of the financial institution in which it holds deposits. As of September 30, 2022, the total amount exceeding such limit was $19,375,000. The Company also had cash-on-hand of $2,137,000 in Canada and $50,000 in Europe as of September 30, 2022. The Company believes it did not have any financial instruments that could have potentially subjected us to significant concentrations of credit risk for any relevant period. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates. Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, we recognize the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. Our policy regarding the classification of interest and penalties is to classify them as income tax expense in our financial statements, if applicable. Capitalized Software Costs incurred to develop our cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Capitalized costs and amortization for the three and nine-month periods ended September 30, 2022 and 2021, are as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Capitalized software development costs $ — $ 54 $ — $ 215 Amortization included in cost of revenues 17 137 48 398 Impairment of Long-lived Assets In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. Lease Accounting The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. Fair Value Measurements ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: · Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Our cash and cash equivalents are quoted at Level 1. · Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of September 30, 2022 and December 31, 2021, the Company believes that the fair value of our financial instruments, such as, accounts receivable, our line of credit, and accounts payable approximate their carrying amounts. Translation of Foreign Financial Statements The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated. Business Combinations, Goodwill and Intangible Assets The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks are considered an indefinite-lived asset and, as such, are not amortized as there is no foreseeable limit to cash flows generated from them. The goodwill and intangible assets are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. The client relationships (7-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-6 years) are amortized over their estimated useful lives. Comprehensive Income Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment. Advertising The Company expenses advertising as incurred. During the three and nine-month periods ended September 30, 2022, advertising expense was $95,000 and $304,000, respectively. During the three and nine-month periods ended September 30, 2021, advertising expense was $37,000 and $169,000, respectively. Stock-based Compensation The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award. Employee Retention Credit On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. We are eligible under the CARES Act ERC as an employer that carried on a trade or business during calendar year 2020 and whose business operations were fully or partially suspended during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes) due to COVID-19. ASC 105, Generally Accepted Accounting Principles, describes the decision-making framework when no guidance exists in US GAAP for a particular transaction. Specifically, ASC 105-10-05-2 instructs companies to look for guidance for a similar transaction within US GAAP and apply that guidance by analogy. As such, forms of government assistance, such as the ERC, provided to business entities would not be within the scope of ASC 958, but it may be applied by analogy under ASC 105-10-05-2. We accounted for the ERC as a government grant in accordance with Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) by analogy under ASC 105-10-05-2. Under this standard, government grants are recognized when the conditions or conditions on which they depend are substantially met. The conditions for recognition of the ERC include, but are not limited to: · An entity has been adversely affected by the COVID-19 pandemic · We have not used qualifying payroll for both the Paycheck Protection Program and the ERC · We incurred payroll costs to retain employees During the three and nine months ended September 30, 2021, we recorded an ERC benefit of 366,000 in other income in our Consolidated statements of operations and in other current assets in our Consolidated balance sheets as of September 30, 2021. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity | |
Equity | Note 3: Equity 2014 Equity Incentive Plan On May 23, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). Under the terms of the 2014 Plan, the Company is authorized to issue incentive awards for common stock up to 200,000 shares to employees and other personnel. On June 10, 2016 and June 17, 2020, the shareholders of the Company approved an additional 200,000 and 200,000 awards, respectively, to be issued under the 2014 Plan, bringing the total number of shares to be awarded to 600,000. The awards may be in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units and performance awards. The 2014 Plan is effective through March 31, 2024. As of September 30, 2022, there are 140,995 shares which remain eligible to be granted under the 2014 Plan. The following table summarizes information about stock options outstanding and exercisable at September 30, 2022: Options Outstanding Options Exercisable Exercise Price Range Number Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number $ 0.01 - 8.00 7,500 2.42 $ 7.12 7,500 8.01 - 11.00 3,500 4.82 10.11 3,500 11.01 - 16.00 18,000 5.78 13.12 18,000 16.01 - 27.00 38,000 8.55 24.19 8,000 $ 27.01 - 27.71 20,250 9.30 27.71 1,500 Total 87,250 7.48 $ 20.69 38,500 As of September 30, 2022, the Company had unrecognized stock compensation related to the options of $489,000, which will be recognized through 2026. During the nine months ended September 30, 2022, the Company granted 32,240 restricted stock units. No restricted stock units were granted during the three months ended September 20, 2022. An executive officer was granted 20,000 shares which do not vest until the third anniversary of the grant date and have a grant date fair value of $26.00 per share. Non-employee directors were granted 12,240 shares with a grant date fair value of $26.92 and vest at the earlier of the 2023 annual meeting of the shareholders or one year. During the nine months ended September 30, 2022, 15,265 restricted stock units with an intrinsic value of $26.05 per share vested. No restricted stock units vested during the three months ended September 30, 2022. As of September 30, 2022, there was $666,000 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2025. Stock repurchase and retirement On August 7, 2019, the Company publicly announced a share repurchase program under which the Company was authorized to repurchase up to $1,000,000 of its common shares. On March 16, 2020, the Company publicly announced that the Company increased the share repurchase program to repurchase up to $2,000,000 of its common shares. As of March 31, 2021, the Company completed the repurchase program by purchasing 179,845 shares as shown in the table below ($ in 000’s, except share or per share amounts): Shares Repurchased Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program August 7-31, 2019 22,150 $ 9.34 22,150 $ 793 September 1-30, 2019 2,830 10.00 2,830 765 October 1-31, 2019 39,363 10.44 39,363 354 November 1-30, 2019 11,827 10.43 11,827 231 December 1-31, 2019 — — — 231 January 1-31, 2020 — — — 231 February 1-29, 2020 — — — 231 March 1-31, 2020 21,700 9.33 21,700 1,028 April 1-30, 2020 22,698 9.02 22,698 823 May 1-31, 2020 39,500 9.51 39,500 448 No shares repurchased between June 2020 and February 2021 March 1-31, 2021 19,777 22.89 19,777 — Total 179,845 $ 11.15 179,845 $ — On March 1, 2022, the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $5,000,000 of its common shares. The Company completed the repurchase program by purchasing 38,563 and 207,964 shares during the three and nine-month periods ended September 30, 2022, respectively, as shown in the table below ($ in 000’s, except share or per share amounts): Shares Repurchased Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program March 1-31, 2022 6,200 $ 29.35 6,200 $ 4,818 April 1-30, 2022 8,226 27.76 8,226 4,590 May 1-31, 2022 80,748 22.92 80,748 2,739 June 1-30, 2022 74,227 23.98 74,227 959 July 1-31, 2022 32,392 24.88 32,392 153 August 1-31, 2022 6,171 24.79 6,171 — September 1-30, 2022 — — — — Total 207,964 $ 24.04 207,964 $ — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 4: Income taxes The company recognized income tax expense of $180,000 and $681,000 for the three and nine-month periods ended September 30, 2022, respectively, compared to $319,000 and $738,000 during the same periods of 2021. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items. For the three and nine-month periods ended September 30, 2022, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income taxes and expense related to Global Intangible Low-Taxed Income inclusion, partially offset by foreign tax credits. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 5: Leases Leasing activity generally consists of office leases. In March 2019, a new lease was signed to move the corporate headquarters to Raleigh, North Carolina. The new lease, which had a lease commencement date of October 2, 2019, expires December 31, 2027. Minimum lease payments are $2,997,000, not including a tenant improvement allowance of $488,000, which is included in fixed assets as of September 30, 2022. The Company recognized a ROU asset and corresponding lease liability of $2,596,000, which represents the present value of minimum lease payments discounted at 3.77%, the Company’s incremental borrowing rate at lease inception. The Company also has an office in Salt Lake City, Utah, which is on a short-term lease that is month-to-month. As a result, the short-term lease recognition exemption has been elected for this lease, which means, for leases not expected to extend beyond twelve months, a ROU asset or lease liability will not be recognized. Lease liabilities totaled $1,787,000 as of September 30, 2022. The current portion of this liability of $365,000 is included in Accrued expenses on the Consolidated balance sheets and the long-term portion of $1,422,000 is included in Lease liabilities on the Consolidated Balance Sheets. Rent expense consists of both operating lease expense from amortization of our ROU assets as well as variable lease expense which consists of non-lease components of office leases (i.e. common area maintenance) or rent expense associated with short-term leases. The components of lease expense were as follows (in 000’s): For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Lease expense Operating lease expense $ 89 $ 87 $ 268 $ 261 Variable lease expense 4 29 31 86 Total lease expense $ 93 $ 116 $ 299 $ 347 The weighted-average remaining non-cancelable lease term for our operating leases was 5.25 years as of September 30, 2022. As of September 30, 2022, the weighted-average discount rate used to determine the lease liability was 3.77%. The future minimum lease payments to be made under non-cancelable operating leases on September 30, 2022, are as follows (in 000’s): Year Ended December 31: 2022 $ 92 2023 369 2024 379 2025 389 2026 400 Thereafter 413 Total lease payments 2,042 Present value adjustment (255 ) Lease liability $ 1,787 We have performed an evaluation of our other contracts with customers and suppliers in accordance with Topic 842 and have determined that, except for the leases described above, none of our contracts contain a lease. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Revenue | Note 6: Revenue The Company considers itself to be a single reportable segment under the authoritative guidance for segment reporting, specifically a communications and compliance company for publicly traded and private companies. The following tables present revenue disaggregated by revenue stream in (000’s): Three months ended September 30, Revenue Streams 2022 2021 Communications $ 3,487 66.0 % $ 3,686 67.4 % Compliance 1,793 34.0 % 1,779 32.6 % Total $ 5,280 100.0 % $ 5,465 100.0 % Nine months ended September 30, Revenue Streams 2022 2021 Communications $ 10,561 64.5 % $ 10,383 64.2 % Compliance 5,814 35.5 % 5,782 35.8 % Total $ 16,375 100.0 % $ 16,165 100.0 % The Company did not have any customers during the three and nine-month periods ended September 30, 2022 or 2021 that accounted for more than 10% of revenue. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2022 | |
Line of Credit | |
Line Of Credit | Note 7: Line of Credit Effective October 3, 2021, the Company renewed its unsecured Line of Credit, which changed the interest rate from LIBOR plus 1.75% to SOFR (Secured Overnight Financing Rate) plus 1.75%. The amount of funds available for borrowing remained $3,000,000 and the term remained two years. As of September 30, 2022, the interest rate was 4.22% and the Company did not owe any amounts on the Line of Credit. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 8: Subsequent Event Acquisition of iNewsWire.com LLC On November 1, 2022 (the “Closing Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Lead Capital, LLC, a Delaware limited liability company (the “Seller”), whereby the Company purchased all of the issued and outstanding membership interests of iNewsWire.com LLC, a Delaware limited liability company (“Newswire”). Newswire is a leading media and marketing communications technology company that provides press release distribution, media databases, media monitoring, and newsrooms through its Media Advantage Platform. Under the terms of the Purchase Agreement and on the Closing Date, the Company paid to the Seller aggregate consideration of approximately $43.9 million, consisting of the following: (i) a cash payment of $18.0 million subject to a 60-day escrow to secure the payment of any working capital adjustments or any employee bonus obligations of Newswire; (ii) the issuance of a Secured Promissory Note in the principal amount of $22.0 million (the “Secured Note”); and (iii) the issuance of 180,181 shares of the Company’s common stock, par value $0.001, valued at approximately $3.9 million based on the Company’s closing stock price of $21.60 on the Closing Date. The Secured Note is due and payable on November 8, 2023 (the “Maturity Date”) and bears an annual interest rate of 6%. The Secured Note is secured by the intellectual property (with certain exceptions) and the domain names acquired by the Company as part of the acquisition. The Secured Note may be prepaid, however, the 6% interest payment is guaranteed through the Maturity Date even if prepayments are made. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Earnings Per Share (EPS) | Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling 50,250 were excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2022, because their impact was anti-dilutive. There were no shares issuable upon the exercise of stock options excluded in the computation of diluted earnings per common share during the three and nine-month periods ended September 30, 2021, because their impact was anti-dilutive. |
Revenue Recognition | Substantially all the Company’s revenue comes from contracts with customers for subscriptions to its cloud-based products or contracts for Communications and Compliance products and services. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of our news distribution and webcasting offerings, our customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer. The Company's contracts include either a subscription to our entire platform or certain modules within our platform, or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. For these bundled contracts, the Company accounts for individual subscriptions and services as separate performance obligations if they are distinct, which is when a product or service is separately identifiable from other items in the bundled package, and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company separates revenue from its contracts into two revenue streams: i) Communications and ii) Compliance. Performance obligations of Communications contracts include providing subscriptions to certain modules or the entire Platform id. id. The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for per release contracts and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations. For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary. The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily press release packages which have been prepaid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of September 30, 2022, and December 31, 2021, was $3,429,000 and $3,086,000, respectively, and is expected to be recognized within one year. Revenue recognized for the nine months ended September 30, 2022, and 2021, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $2,763,000 and $1,948,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,062,000 and $3,291,000 as of September 30, 2022, and December 31, 2021, respectively. Since substantially all the contracts have terms of one year or less, the Company has elected to use the practical expedient regarding the existence of a significant financing. Costs to obtain contracts with customers consist primarily of sales commissions. As of September 30, 2022 and December 31, 2021, the Company has capitalized $80,000 and $53,000, respectively, of costs to obtain contracts that are expected to be amortized over more than one year. For contract costs expected to be amortized in less than one year, the Company has elected to use the practical expedient allowing the recognition of incremental costs of obtaining a contract as an expense when incurred. The Company has considered historical renewal rates, expectations of future renewals and economic factors in making these determinations. |
Cash Equivalents | For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. |
Accounts Receivable And Allowance For Doubtful Accounts | The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. Credit is granted on an unsecured basis. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. Given the ongoing environment of the COVID-19 pandemic and recent economic downturn, additional attention has been paid to the financial viability of our customers. The Company generally writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. |
Concentration Of Credit Risk | Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company places its cash and temporary cash investments with credit quality institutions. Such cash balances are currently in excess of the FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institutions, each quarter the Company evaluates the rating of the financial institution in which it holds deposits. As of September 30, 2022, the total amount exceeding such limit was $19,375,000. The Company also had cash-on-hand of $2,137,000 in Canada and $50,000 in Europe as of September 30, 2022. The Company believes it did not have any financial instruments that could have potentially subjected us to significant concentrations of credit risk for any relevant period. |
Use Of Estimates | The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates. |
Income Taxes | Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, we recognize the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. Our policy regarding the classification of interest and penalties is to classify them as income tax expense in our financial statements, if applicable. |
Capitalized Software | Costs incurred to develop our cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Capitalized costs and amortization for the three and nine-month periods ended September 30, 2022 and 2021, are as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Capitalized software development costs $ — $ 54 $ — $ 215 Amortization included in cost of revenues 17 137 48 398 |
Impairment Of Long-lived Assets | In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. |
Lease Accounting | The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. |
Fair Value Measurements | ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: · Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Our cash and cash equivalents are quoted at Level 1. · Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of September 30, 2022 and December 31, 2021, the Company believes that the fair value of our financial instruments, such as, accounts receivable, our line of credit, and accounts payable approximate their carrying amounts. |
Translation Of Foreign Financial Statements | The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated. |
Business Combinations, Goodwill And Intangible Assets | The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks are considered an indefinite-lived asset and, as such, are not amortized as there is no foreseeable limit to cash flows generated from them. The goodwill and intangible assets are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. The client relationships (7-10 years), customer lists (3 years), distribution partner relationships (10 years), non-compete agreements (5 years) and software and technology (3-6 years) are amortized over their estimated useful lives. |
Comprehensive Income | Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment. |
Advertising | The Company expenses advertising as incurred. During the three and nine-month periods ended September 30, 2022, advertising expense was $95,000 and $304,000, respectively. During the three and nine-month periods ended September 30, 2021, advertising expense was $37,000 and $169,000, respectively. |
Stock-based Compensation | The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award. |
Employee Retention Credit | On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. We are eligible under the CARES Act ERC as an employer that carried on a trade or business during calendar year 2020 and whose business operations were fully or partially suspended during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes) due to COVID-19. ASC 105, Generally Accepted Accounting Principles, describes the decision-making framework when no guidance exists in US GAAP for a particular transaction. Specifically, ASC 105-10-05-2 instructs companies to look for guidance for a similar transaction within US GAAP and apply that guidance by analogy. As such, forms of government assistance, such as the ERC, provided to business entities would not be within the scope of ASC 958, but it may be applied by analogy under ASC 105-10-05-2. We accounted for the ERC as a government grant in accordance with Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) by analogy under ASC 105-10-05-2. Under this standard, government grants are recognized when the conditions or conditions on which they depend are substantially met. The conditions for recognition of the ERC include, but are not limited to: · An entity has been adversely affected by the COVID-19 pandemic · We have not used qualifying payroll for both the Paycheck Protection Program and the ERC · We incurred payroll costs to retain employees During the three and nine months ended September 30, 2021, we recorded an ERC benefit of 366,000 in other income in our Consolidated statements of operations and in other current assets in our Consolidated balance sheets as of September 30, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Capitalized costs and amortization | For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Capitalized software development costs $ — $ 54 $ — $ 215 Amortization included in cost of revenues 17 137 48 398 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity | |
Stock Options Outstanding And Exercisable | Options Outstanding Options Exercisable Exercise Price Range Number Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number $ 0.01 - 8.00 7,500 2.42 $ 7.12 7,500 8.01 - 11.00 3,500 4.82 10.11 3,500 11.01 - 16.00 18,000 5.78 13.12 18,000 16.01 - 27.00 38,000 8.55 24.19 8,000 $ 27.01 - 27.71 20,250 9.30 27.71 1,500 Total 87,250 7.48 $ 20.69 38,500 |
Shares Repurchased | Shares Repurchased Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program August 7-31, 2019 22,150 $ 9.34 22,150 $ 793 September 1-30, 2019 2,830 10.00 2,830 765 October 1-31, 2019 39,363 10.44 39,363 354 November 1-30, 2019 11,827 10.43 11,827 231 December 1-31, 2019 — — — 231 January 1-31, 2020 — — — 231 February 1-29, 2020 — — — 231 March 1-31, 2020 21,700 9.33 21,700 1,028 April 1-30, 2020 22,698 9.02 22,698 823 May 1-31, 2020 39,500 9.51 39,500 448 No shares repurchased between June 2020 and February 2021 March 1-31, 2021 19,777 22.89 19,777 — Total 179,845 $ 11.15 179,845 $ — Shares Repurchased Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program March 1-31, 2022 6,200 $ 29.35 6,200 $ 4,818 April 1-30, 2022 8,226 27.76 8,226 4,590 May 1-31, 2022 80,748 22.92 80,748 2,739 June 1-30, 2022 74,227 23.98 74,227 959 July 1-31, 2022 32,392 24.88 32,392 153 August 1-31, 2022 6,171 24.79 6,171 — September 1-30, 2022 — — — — Total 207,964 $ 24.04 207,964 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Lease Expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Lease expense Operating lease expense $ 89 $ 87 $ 268 $ 261 Variable lease expense 4 29 31 86 Total lease expense $ 93 $ 116 $ 299 $ 347 |
Future Minimum Lease Payments | Year Ended December 31: 2022 $ 92 2023 369 2024 379 2025 389 2026 400 Thereafter 413 Total lease payments 2,042 Present value adjustment (255 ) Lease liability $ 1,787 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Disaggregated Revenue | Three months ended September 30, Revenue Streams 2022 2021 Communications $ 3,487 66.0 % $ 3,686 67.4 % Compliance 1,793 34.0 % 1,779 32.6 % Total $ 5,280 100.0 % $ 5,465 100.0 % Nine months ended September 30, Revenue Streams 2022 2021 Communications $ 10,561 64.5 % $ 10,383 64.2 % Compliance 5,814 35.5 % 5,782 35.8 % Total $ 16,375 100.0 % $ 16,165 100.0 % |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies | ||||
Capitalized software development costs | $ 0 | $ 54 | $ 0 | $ 215 |
Amortization included in cost of revenues | $ 17 | $ 137 | $ 48 | $ 398 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
FDIC Exceeding Limit | $ 19,375,000 | $ 19,375,000 | |||
Capitalized Costs | 80,000 | 80,000 | $ 53,000 | ||
FDIC Insurance Limit | 250,000 | 250,000 | |||
Advertising Expense | 95,000 | $ 37,000 | 304,000 | $ 169,000 | |
Deferred Revenue | 3,429,000 | 3,429,000 | 3,086,000 | ||
Revenue Recognized Included In The Deferred Revenue | 2,763,000 | 1,948,000 | |||
Accounts Receivable Related To Contracts With Customers | $ 3,062,000 | $ 3,062,000 | $ 3,291,000 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Common Share | 50,250 | 50,250 | |||
Other income | $ 0 | $ 366,000 | $ 0 | $ 366,000 | |
Canada [Member] | |||||
Cash-on-hand | 2,137,000 | 2,137,000 | |||
Europe | |||||
Cash-on-hand | $ 50,000 | $ 50,000 | |||
Customer Lists | |||||
Intangible Asset Estimated Useful Lives | 3 years | ||||
Distribution Partner Relationships | |||||
Intangible Asset Estimated Useful Lives | 10 years | ||||
Non-compete Agreements | |||||
Intangible Asset Estimated Useful Lives | 5 years | ||||
Minimum [Member] | Customer Relationships | |||||
Intangible Asset Estimated Useful Lives | 7 years | ||||
Minimum [Member] | Software and Technology | |||||
Intangible Asset Estimated Useful Lives | 3 years | ||||
Maximum | Customer Relationships | |||||
Intangible Asset Estimated Useful Lives | 10 years | ||||
Maximum | Software and Technology | |||||
Intangible Asset Estimated Useful Lives | 6 years |
Equity (Details)
Equity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number Of Options Outstanding | 87,250 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 5 months 23 days |
Weighted Average Exercise Price | $ / shares | $ 20.69 |
Number Of Options Exercisable | 38,500 |
Option 1 | |
Number Of Options Outstanding | 7,500 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 5 months 1 day |
Weighted Average Exercise Price | $ / shares | $ 7.12 |
Number Of Options Exercisable | 7,500 |
Exercise Price Range | 0.01 - 8.00 |
Option 2 | |
Number Of Options Outstanding | 3,500 |
Weighted Average Remaining Contractual Life (in Years) | 4 years 9 months 25 days |
Weighted Average Exercise Price | $ / shares | $ 10.11 |
Number Of Options Exercisable | 3,500 |
Exercise Price Range | 8.01 - 11.00 |
Option 3 | |
Number Of Options Outstanding | 18,000 |
Weighted Average Remaining Contractual Life (in Years) | 5 years 9 months 10 days |
Weighted Average Exercise Price | $ / shares | $ 13.12 |
Number Of Options Exercisable | 18,000 |
Exercise Price Range | 11.01 - 16.00 |
Option 4 | |
Number Of Options Outstanding | 38,000 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 6 months 18 days |
Weighted Average Exercise Price | $ / shares | $ 24.19 |
Number Of Options Exercisable | 8,000 |
Exercise Price Range | 16.01 - 27.00 |
Option 5 | |
Number Of Options Outstanding | 20,250 |
Weighted Average Remaining Contractual Life (in Years) | 9 years 3 months 18 days |
Weighted Average Exercise Price | $ / shares | $ 27.71 |
Number Of Options Exercisable | 1,500 |
Exercise Price Range | 27.01 - 27.71 |
Equity (Details 1)
Equity (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | |
Average price paid per share | $ 24.04 | ||
Number of shares purchased as part of publicly announced program | 179,845 | 179,845 | 207,964 |
Maximum dollar value of shares that may yet be purchased under the program | $ 0 | ||
Number of shares repurchased | 207,964 | ||
March 1-31, 2022 [Member] | |||
Average price paid per share | $ 29.35 | ||
Number of shares purchased as part of publicly announced program | 6,200 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 4,818 | ||
Number of shares repurchased | 6,200 | ||
April 1-30, 2022 [Member] | |||
Average price paid per share | $ 27.76 | ||
Number of shares purchased as part of publicly announced program | 8,226 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 4,590 | ||
Number of shares repurchased | 8,226 | ||
May 1-31, 2022 [Member] | |||
Average price paid per share | $ 22.92 | ||
Number of shares purchased as part of publicly announced program | 80,748 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 2,739 | ||
Number of shares repurchased | 80,748 | ||
June 1-30, 2022 [Member] | |||
Average price paid per share | $ 23.98 | ||
Number of shares purchased as part of publicly announced program | 74,227 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 959 | ||
Number of shares repurchased | 74,227 | ||
August 7-31, 2019 | |||
Average price paid per share | $ 9.34 | ||
Number of shares purchased as part of publicly announced program | 22,150 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 793 | ||
Number of shares repurchased | 22,150 | ||
September 1-30, 2019 | |||
Average price paid per share | $ 10 | ||
Number of shares purchased as part of publicly announced program | 2,830 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 765 | ||
Number of shares repurchased | 2,830 | ||
October 1-31, 2019 [Member] | |||
Average price paid per share | $ 10.44 | ||
Number of shares purchased as part of publicly announced program | 39,363 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 354 | ||
Number of shares repurchased | 39,363 | ||
November 1-30, 2019 [Member] | |||
Average price paid per share | $ 10.43 | ||
Number of shares purchased as part of publicly announced program | 11,827 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 231 | ||
Number of shares repurchased | 11,827 | ||
December 1-31, 2019 [Member] | |||
Average price paid per share | $ 0 | ||
Number of shares purchased as part of publicly announced program | 0 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 231 | ||
Number of shares repurchased | 0 | ||
January 1-31, 2020 [Member] | |||
Average price paid per share | $ 0 | ||
Number of shares purchased as part of publicly announced program | 0 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 231 | ||
Number of shares repurchased | 0 | ||
February 1-29, 2020 [Member] | |||
Average price paid per share | $ 0 | ||
Number of shares purchased as part of publicly announced program | 0 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 231 | ||
Number of shares repurchased | 0 | ||
March 1-31, 2020 [Member] | |||
Average price paid per share | $ 9.33 | ||
Number of shares purchased as part of publicly announced program | 21,700 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 1,028 | ||
Number of shares repurchased | 21,700 | ||
April 1-30, 2020 [Member] | |||
Average price paid per share | $ 9.02 | ||
Number of shares purchased as part of publicly announced program | 22,698 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 823 | ||
Number of shares repurchased | 22,698 | ||
May 1-31, 2020 [Member] | |||
Average price paid per share | $ 9.51 | ||
Number of shares purchased as part of publicly announced program | 39,500 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 448 | ||
Number of shares repurchased | 39,500 | ||
March 1-31, 2021 [Member] | |||
Average price paid per share | $ 22.89 | ||
Number of shares purchased as part of publicly announced program | 19,777 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 0 | ||
Number of shares repurchased | 19,777 | ||
Total [Member] | |||
Average price paid per share | $ 11.15 | ||
Number of shares purchased as part of publicly announced program | 179,845 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 0 | ||
Number of shares repurchased | 179,845 | ||
July 1-31, 2022 [Member] | |||
Average price paid per share | $ 24.88 | ||
Number of shares purchased as part of publicly announced program | 32,392 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 153 | ||
Number of shares repurchased | 32,392 | ||
Aug 1-31, 2022 [Member] | |||
Average price paid per share | $ 24.79 | ||
Number of shares purchased as part of publicly announced program | 6,171 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 0 | ||
Number of shares repurchased | 6,171 | ||
Sep 1-30, 2022 [Member] | |||
Average price paid per share | $ 0 | ||
Number of shares purchased as part of publicly announced program | 0 | ||
Maximum dollar value of shares that may yet be purchased under the program | $ 0 | ||
Number of shares repurchased | 0 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Jun. 10, 2016 | Jun. 17, 2020 | Mar. 16, 2020 | Sep. 30, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 01, 2022 | Aug. 07, 2019 | |
Unrecognized Compensation Expense, Options | $ 489,000 | $ 489,000 | ||||||||
Shares Repurchased | $ 1,000,000 | |||||||||
Restricted Shares, Granted | 15,265 | |||||||||
Intrinsic value of restricted shares | $ 26.05 | |||||||||
Increased In Repurchases Shares | $ 200,000 | |||||||||
Purchased Shares | 179,845 | 179,845 | 207,964 | |||||||
Unrecognized Compensation Expense, Restricted Stock Units | $ 666,000 | |||||||||
March 1, 2022 | ||||||||||
Shares Repurchased | $ 5,000,000 | |||||||||
Purchased Shares | 38,563 | 207,964 | ||||||||
2014 Plan | ||||||||||
Shares Available For Grant | 140,995 | 140,995 | ||||||||
Shares Issued For Common Stock | 200,000 | |||||||||
Additional Awards | 200,000 | 200,000 | ||||||||
Total Number Of Shares To Be Awarded | 600,000 | |||||||||
Employees [Member] | ||||||||||
Restricted Shares, Granted | 32,240 | |||||||||
Non-Employee Directors [Member] | ||||||||||
Restricted Shares, Granted | 12,240 | |||||||||
Fair Value Of Restricted Shares | $ 26.92 | |||||||||
Executive Officer [Member] | ||||||||||
Restricted Shares, Granted | 20,000 | |||||||||
Fair Value Of granted Shares | $ 26 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes | ||||
Income Tax Expense | $ 180,000 | $ 319,000 | $ 681,000 | $ 738,000 |
U.s. Statutory Rate | 21% | 21% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||||
Operating Lease Expense | $ 89 | $ 87 | $ 268 | $ 261 |
Variable Lease Expense | 4 | 29 | 31 | 86 |
Total lease expense | $ 93 | $ 116 | $ 299 | $ 347 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
2022 | $ 92 |
2023 | 369 |
2024 | 379 |
2025 | 389 |
2026 | 400 |
Thereafter | 413 |
Total Lease Payments | 2,042 |
Present Value Adjustment | (255) |
Lease Liability | $ 1,787 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Lease Liability, Current Portion | $ 365,000 | |
Expiry Of Lease | Dec. 31, 2027 | |
Weighted Average Non Cancelable Lease Term | 5 years 3 months | |
Right-of-use Asset - Leases | $ 1,422,000 | $ 1,659,000 |
Operating Lease Liability, Total | 1,787,000 | |
Lease Liability | ||
Operating Lease Liability, Total | $ 1,787,000 | |
March 2019 | ||
Weighted-average Discount Rate | 3.77% | |
Minimum lease payments discounted | 3.77% | |
Right-of-use Asset - Leases | $ 2,596,000 | |
Lease Payments | 2,997,000 | |
Improvment Allowance Of Lease Payments | $ 488,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 5,280 | $ 5,465 | $ 16,375 | $ 16,165 |
Percentage Of Revenue From Revenue Streams | 100% | 100% | 100% | 100% |
Communication [Member] | ||||
Revenues | $ 3,487 | $ 3,686 | $ 10,561 | $ 10,383 |
Percentage Of Revenue From Revenue Streams | 66% | 67.40% | 64.50% | 64.20% |
Compliance [Member] | ||||
Revenues | $ 1,793 | $ 1,779 | $ 5,814 | $ 5,782 |
Percentage Of Revenue From Revenue Streams | 34% | 32.60% | 35.50% | 35.80% |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) | Sep. 30, 2022 USD ($) |
Line Of Credit, Maximum Borrowing Capacity | $ 3,000,000 |
Interest Rate | 4.22% |
LIBOR | |
Line Of Credit Facility, Interest Rate At Period End | 1.75% |
SOFR | |
Line Of Credit Facility, Interest Rate At Period End | 1.75% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Nov. 02, 2022 | Nov. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock value | $ 4 | $ 4 | ||
Common stock per value | $ 0.001 | $ 0.001 | ||
Subsequent Event [Member] | ||||
Common stock value | $ 3,900 | |||
Consideration of sales greement | $ 43,900 | |||
Cash payment | 18,000 | |||
Principal amount | 22,000 | |||
Stock price | $ 21,600 | |||
Common stock per value | $ 0.001 | |||
Interest rate | 6% | |||
Common stock issuance | 180,181 |