10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 2021

or

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

For the transition period from: _____________ to _____________

ISSUER DIRECT CORPORATION

(Exact name of registrant as specified in its charter)

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

1 Glenwood Avenue, Suite 1001, Raleigh NC 27603

(Address of Principal Executive Office) (Zip Code)

(919) 481-4000

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 3,786,525 shares of common stock were issued and outstanding as of August 5, 2021.

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

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

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
	Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	3
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020	4
	Unaudited Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020	5
	Unaudited Consolidated Statement of Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020	6
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23

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

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	June 30,			December 31,
	2021			2020
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	21,159		$	19,556
Accounts receivable (net of allowance for doubtful accounts of $640 and $657, respectively)		3,599			2,514
Income tax receivable		108			-
Other current assets		374			298
Total current assets		25,240			22,368
Capitalized software (net of accumulated amortization of $3,022 and $2,761, respectively)		426			526
Fixed assets (net of accumulated amortization of $383 and $312, respectively)		764			795
Right-of-use asset – leases		1,681			1,830
Other long-term assets		94			88
Goodwill		6,376			6,376
Intangible assets (net of accumulated amortization of $5,779 and $5,546, respectively)		2,673			2,906
Total assets	$	37,254		$	34,889
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	754		$	304
Accrued expenses		1,989			1,805
Income taxes payable		47			258
Deferred revenue		2,699			2,212
Total current liabilities		5,489			4,579
Deferred income tax liability		260			197
Lease liabilities – long-term		1,815			1,971
Total liabilities		7,564			6,747
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.		-			-
Common stock $0.001 par value, 20,000,000 shares authorized, 3,786,525 and 3,770,752 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.		4			4
Additional paid-in capital		22,113			22,214
Other accumulated comprehensive loss		(21	)		(19	)
Retained earnings		7,594			5,943
Total stockholders' equity		29,690			28,142
Total liabilities and stockholders’ equity	$	37,254		$	34,889

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

3

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share and per share amounts)

	For the Three Months Ended				For the Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Revenues	$	5,720	$	4,884	$	10,700	$	8,900
Cost of revenues		1,480		1,362		2,874		2,615
Gross profit		4,240		3,522		7,826		6,285
Operating costs and expenses:
General and administrative		1,261		1,197		2,665		2,413
Sales and marketing expenses		1,210		950		2,284		1,846
Product development		256		165		505		359
Depreciation and amortization		152		209		304		418
Total operating costs and expenses		2,879		2,521		5,758		5,036
Operating income		1,361		1,001		2,068		1,249
Interest income, net		1		1		2		59
Income before taxes		1,362		1,002		2,070		1,308
Income tax expense		256		230		419		310
Net income	$	1,106	$	772	$	1,651	$	998
Income per share – basic	$	0.29	$	0.21	$	0.44	$	0.27
Income per share – fully diluted	$	0.29	$	0.21	$	0.43	$	0.26
Weighted average number of common shares outstanding – basic		3,770		3,736		3,770		3,762
Weighted average number of common shares outstanding – fully diluted		3,820		3,761		3,819		3,789

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

4

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands)

	For the Three Months Ended						For the Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2021			2020			2021			2020
Net income	$	1,106		$	772		$	1,651		$	998
Foreign currency translation adjustment		(5	)		(3	)		(2	)		37
Comprehensive income	$	1,101		$	769		$	1,649		$	1,035

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

5

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share and per share amounts)

	Common Stock					Additional Paid-in			Other Accumulated Comprehensive Income			Retained		Total Stockholders’
	Shares			Amount		Capital			(Loss)			Earnings		Equity
Balance at December 31, 2019		3,786,398		$	4	$	22,275		$	(16	)	$	3,837	$	26,100
Stock-based compensation expense		—			-		45			-			-		45
Exercise of stock awards, net of tax		8,002			-		-			-			-		-
Stock repurchase and retirement		(21,700	)		-		(203	)		-			-		(203	)
Foreign currency translation		—			-		-			40			-		40
Net income		—			-		-			-			226		226
Balance at March 31, 2020		3,772,700		$	4	$	22,117		$	24		$	4,063	$	26,208
Stock-based compensation expense		—			-		84			-			-		84
Exercise of stock awards, net of tax		24,000			-		-			-			-		-
Stock repurchase and retirement		(62,198	)		-		(582	)		-			-		(582	)
Foreign currency translation		—			-		-			(3	)		-		(3	)
Net income		—			-		-			-			772		772
Balance at June 30, 2020		3,734,502		$	4	$	21,619		$	21		$	4,835	$	26,479
Balance at December 31, 2020		3,770,752		$	4	$	22,214		$	(19	)	$	5,943	$	28,142
Stock-based compensation expense		—			-		63			-			-		63
Exercise of stock awards, net of tax		15,000			-		199			-			-		199
Stock repurchase and retirement		(19,777	)		-		(452	)		-			-		(452	)
Foreign currency translation		—			-		-			3			-		3
Net income		—			-		-			-			545		545
Balance at March 31, 2021		3,765,975		$	4	$	22,024		$	(16	)	$	6,488	$	28,500
Stock-based compensation expense		—			-		69			-			-		69
Exercise of stock awards, net of tax		20,550			-		20			-			-		20
Foreign currency translation		—			-		-			(5	)		-		(5	)
Net income		—			-		-			-			1,106		1,106
Balance at June 30, 2021		3,786,525		$	4	$	22,113		$	(21	)	$	7,594	$	29,690

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

6

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	For the Six Months Ended
	June 30,			June 30,
	2021			2020
Cash flows from operating activities:
Net income	$	1,651		$	998
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		565			727
Bad debt expense		163			182
Deferred income taxes		(10	)		(51	)
Non-cash interest expense		-			13
Stock-based compensation expense		132			129
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(1,262	)		(730	)
Decrease (increase) in other assets		(43	)		77
Increase (decrease) in accounts payable		454			164
Increase (decrease) in accrued expenses		(87	)		367
Increase (decrease) in deferred revenue		518			203
Net cash provided by operating activities		2,081			2,079
Cash flows from investing activities:
Capitalized software		(161	)		-
Purchase of fixed assets		(40	)		(4	)
Net cash used in investing activities		(201	)		(4	)
Cash flows from financing activities:
Exercise of stock options		219			-
Payment for stock repurchase and retirement		(452	)		(785	)
Net cash used in financing activities		(233	)		(785	)
Net change in cash and cash equivalents		1,647			1,290
Cash – beginning		19,556			15,766
Currency translation adjustment		(44	)		41
Cash and cash equivalents – ending	$	21,159		$	17,097
Supplemental disclosures:
Cash paid for income taxes	$	664		$	12

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

7

ISSUER DIRECT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation

The unaudited interim consolidated balance sheet as of June 30, 2021 and consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the three-month and six-month periods ended June 30, 2021 and 2020 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 2020 audited financial statements of Issuer Direct Corporation (the “Company”, “We”, or “Our”) filed on Form 10-K.

Note 2. Summary of Significant Accounting Policies

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

Earnings Per Share (EPS)

Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. 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 six-month period ended June 30, 2021, because their impact was anti-dilutive. Shares issuable upon the exercise of stock options totaling 93,000 were excluded in the computation of diluted earnings per common share during the three and six-month period ended June 30, 2020, because their impact was anti-dilutive.

Revenue Recognition

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

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

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

8

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

The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily related to subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized and press release packages which have been prepaid, however the releases have not yet been disseminated. The associated deferred revenue is generally recognized ratably over the billing period for subscriptions and as releases are disseminated for press release packages. Deferred revenue as of June 30, 2021, and December 31, 2020, was $2,699,000 and $2,212,000, respectively, and is expected to be recognized within one year. Revenue recognized for the six months ended June 30, 2021, and 2020, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $1,597,000 and $1,375,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,599,000 and $2,514,000 as of June 30, 2021, and December 31, 2020, 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 June 30, 2021, and December 31, 2020, the Company has capitalized $54,000 and $44,000, 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 current environment of the COVID-19 pandemic, 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 June 30, 2021, the total amount exceeding such limit was $19,709,000. The Company also had cash-on-hand of $165,000 in Europe and $861,000 in Canada as of June 30, 2021.

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

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates.

9

Income Taxes

We comply with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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.

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 six-month periods ended June 30, 2021 and 2020, are as follows (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Capitalized software development costs	$	161	$	-	$	161	$	-
Amortization included in cost of revenues		129		146		261		311
Amortization included in depreciation and amortization		-		3		-		8

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

We determine if an arrangement is a lease at inception. Our 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 sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our 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. Our 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 our leases do not provide an implicit rate, we use our 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 made and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

Fair Value Measurements

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

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

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

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

10

As of June 30, 2021 and December 31, 2020, we believe 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

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, 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.

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.

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 June 30, 2021, there are 218,818 shares which remain eligible to be granted under the 2014 Plan.

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The following table summarizes information about stock options outstanding and exercisable at June 30, 2021:

		Options Outstanding						Options Exercisable
Exercise Price Range		Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number
$	0.01 - 7.00		5,000		4.39	$	6.80		5,000
$	7.01 - 8.00		10,313		2.24	$	7.76		10,313
$	8.01 - 12.00		6,917		5.28	$	9.85		4,917
$	12.01 - 15.00		28,450		7.27	$	13.15		28,450
$	15.01 - 17.40		8,000		6.92	$	17.40		8,000
	Total		58,680		5.86	$	11.85		56,680

As of June 30, 2021, the Company did not have any unrecognized stock compensation related to the options.

During the three and six months ended June 30, 2021, the Company granted 17,765 restricted stock units with an intrinsic value of $25.92 per share. Non-employee directors were granted 12,765 restricted stock units, which vest on the earlier of the 2022 annual meeting of the shareholders or one year. The other 5,000 restricted stock units were granted to an employee and vest 50% during each of the first and second anniversary dates of the date of grant. During the three and six months ended June 30, 2021, 19,000 restricted stock units with an intrinsic value of $10.78 vested. As of June 30, 2021, there was $434,000 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2023.

Stock repurchase and retirement

On August 7, 2019, the Company publicly announced a share repurchase program under which the Company is 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	$	-

Note 4: Income taxes

We recognized income tax expense of $256,000 and $419,000 for the three and six-month periods ended June 30, 2021, respectively, compared to $230,000 and $310,000 during the same periods of 2020. 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. For the three and six-month periods ended June 30, 2021, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income tax, partially offset by an excess stock-based compensation benefit, as well as foreign statutory tax rate differentials.

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Note 5: Leases

Generally, our leasing activity consists of office leases. In March 2019, we signed a new lease to move our corporate headquarters to Raleigh, North Carolina. As we continue our transition from a services-based company to a cloud-based platform company, the new lease affords us the ability to separate our warehouse from our corporate office. The new lease, which had a lease commencement date of October 2, 2019, is for 9,766 square feet and 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 June 30, 2021. We 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.

Additionally, we have a three-year office lease in Florida, which was signed on January 4, 2019, at which time we recognized a ROU asset and corresponding lease liability of $125,000, which represents the present value of minimum lease payments discounted at 4.25%, the Company’s incremental borrowing rate at lease inception. We also have facilities in Salt Lake City, Utah, and New York, which are on short-term leases that are less than twelve months. As a result, we have elected the short-term lease recognition exemption for these leases, which means, for those leases we do not expect to extend beyond twelve months, we will not recognize ROU assets or lease liabilities.

Lease liabilities totaled $2,190,000 as of June 30, 2021. The current portion of this liability of $375,000 is included in Accrued expenses on the Consolidated balance sheets and the long-term portion of $1,815,000 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 Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Lease expense
Operating lease expense	$	87	$	87	$	174	$	174
Variable lease expense		29		34		57		66
Total lease expense	$	116	$	121	$	231	$	240

The weighted-average remaining non-cancelable lease term for our operating leases was 6.5 years as of June 30, 2021. As of June 30, 2021, the weighted-average discount rate used to determine the lease liability was 3.8%. The future minimum lease payments to be made under non-cancelable operating leases on June 30, 2021, are as follows (in 000’s):

Year Ended December 31:
2021	$	198
2022		359
2023		369
2024		379
2025		389
Thereafter		812
Total lease payments		2,506
Present value adjustment		(316	)
Lease liability	$	2,190

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

Note 6: Revenue

We consider ourselves to be in 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 June 30,
Revenue Streams	2021				2020
Communications	$	3,510	61.4	%	$	3,014	61.7	%
Compliance		2,210	38.6	%		1,870	38.3	%
Total	$	5,720	100.0	%	$	4,884	100.0	%

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	Six months ended June 30,
Revenue Streams	2021				2020
Communications	$	6,697	62.6	%	$	5,422	60.9	%
Compliance		4,003	37.4	%		3,478	39.1	%
Total	$	10,700	100.0	%	$	8,900	100.0	%

We did not have any customers during the three and six-month periods ended June 30, 2021 or 2020 that accounted for more than 10% of our revenue.

Note 7: Line of Credit

Effective October 3, 2019, the Company renewed its unsecured Line of Credit, which increased the term to two years, with all other provisions remaining the same. The amount of funds available for borrowing are $3,000,000 and the interest rate is LIBOR plus 1.75%. As of June 30, 2021, the interest rate was 1.84% and the Company did not owe any amounts on the Line of Credit.

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

The discussion of the financial condition and results of operations of the Company set forth below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Form10-Q. This Form10-Q contains forward-looking statements that involve risks and uncertainties. The statements contained in this Form10-Q that are not purely historical are forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act. When used in this Form10-Q, or in the documents incorporated by reference into this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company’s strategy, future sales, future expenses, future liquidity and capital resources. All forward-looking statements in this Form10-Q are based upon information available to the Company on the date of this Form10-Q, and the Company assumes no obligation to update any such forward-looking statements. The Company’s actual results could differ materially from those discussed in this Form10-Q for many reasons, including the impact of the COVID-19 pandemic. Factors that could cause or contribute to such differences (“Cautionary Statements”) include, but are not limited to, those discussed in Item 1. Business — “Risk Factors” and elsewhere in the Company’s Annual Report on Form10-K for the year ended December 31, 2020, which are incorporated by reference into this Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by the Cautionary Statements.

Overview

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

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

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

As our cloud-based subscription business continues to mature, we expect the Communications portion of our business to continue to increase over the next several years, both in terms of overall revenue and as compared to the Compliance portion of our business. Therefore, as noted below, for the year ended December 31, 2020, we began reporting our revenue as Communications and Compliance revenues rather than Platform & Technology and Services revenues as we have done in the past. Communications revenues were 63% of total revenue during the first half of 2021 as compared to 61% in the first half of 2020. For the full year of 2020 Communications revenues were 64% of total revenue, which is a higher percentage of our total revenue as compared to 57% and 45% of revenues for the years ended December 31, 2019 and 2018, respectively. In 2021, the growth from our Communications business was led by increased demands for our ACCESSWIRE news brand as well as increased subscriptions of Platform id. In 2020, growth from our Communications business was led by the market demands for our events products that were upgraded to handle virtual needs in the industry, as well as our ACCESSWIRE news brand.

We plan to continue to invest in our Platform id. communications offerings as well as additional offerings that we intend to incorporate into our Communications product lineup.  Within most of our target markets, customers require several individual services and/or software providers to meet their investor relations, communications and compliance needs. We believe Platform id. can address all these needs in a single, secure, cloud-based platform - one that offers a customer control, increases efficiencies, demonstrates clear value and, most importantly, delivers consistent and compliant messaging from one centralized platform.

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

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

As noted above, in the past we have disclosed revenues in two main categories: (i) Platform and Technology and (ii) Services. However, to be more reflective of our strategy of primarily being a communications company, we have decided to re-categorize and disclose our revenues in the following two main categories: (i) Communications and (ii) Compliance. Set forth below is an infographic depicting the products included in each of these two main categories we provide today:

Communications

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

ACCESSWIRE

Our press release offering, which is marketed under the brand ACCESSWIRE, is a cost-effective, news dissemination and media outreach service. The ACCESSWIRE product offering focuses on press release distribution for both private and public companies globally. We believe ACCESSWIRE is becoming a competitive alternative to the traditional newswires because we have been able to use our technological advancements to allow customers to self-edit releases or use our editorial staff as desired to edit releases.  We also continue to expand our distribution points, improve our targeting and enhance our analytics reporting. During 2020 we released a new e-commerce element to our ACCESSWIRE product, whereby customers can self-select their distribution and then register, upload their press release and tell their story in minutes without contacting a sales or operational employee.

We believe the above strategy will enable us to continue to add new customers in 2021 and beyond. We have also been able to maintain high gross margins while providing our customers flexible pricing, with options to pay per release or enter longer-term subscriptions for a designated package of releases. Currently, ACCESSWIRE is available within our Platform id. subscription, or as a stand-alone offering. During the first half of 2021, we began removing unlimited newswire subscriptions to preserve the per unit pricing of our newswire products. This change has decreased and will continue to decrease the number of active Platform id, subscriptions, however the majority of these customers remain active, buying packages of releases.

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

ACCESSWIRE revenues and customers have increased each year compared to the prior year, a trend we expect to continue over the next several years. A significant portion of the growth has been due to increased private company customers, through either direct sales, e-commerce or through partner and reseller relationships.

Newsroom

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

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

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

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

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

Investor Relations Websites

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

Webcasting & Events

Our webcasting and events business is comprised of our earnings call webcasting solutions and our virtual meeting and events software (such as annual meetings, deal/non-deal road shows, analyst days and shareholder days). The demand for these products with a virtual component was at an all-time high for us in 2020 in large part due to the COVID-19 pandemic. We expect this heightened demand for virtual offerings will continue for the majority of 2021, although, there can be no assurances this high demand will continue in the future.

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

Additionally, as a commitment to broadening the reach of our webcast platform, we broadcast live all earnings events, whether they are conducted on our platform or not, within our shareholder outreach module, which helps drive new audiences and give companies the ability to view their analytics and engagement of each event. We believe these analytics, which will be a component of our Insight and Analytics module, will increase the demand for our webcasting platform among the corporate issuer community.

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Our VisualWebcaster Platform (“VWP”) is a leading cloud-based webcast, webinar and virtual meeting platform that delivers live and on-demand streaming of events to audiences of all sizes. VWP allows customers to create, produce and deliver events, which we feel has significantly strengthened our webcasting product and Platform id. offering. The VWP technology gives us the ability to host thousands of webcasts each year, expanding and diversifying our webcast business from our historical earnings-based events to include any type of virtual event. As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private customers. As a result of COVID-19, most companies have been holding meetings virtually over the past 18 months, which has increased demand for this product. There can be no assurance that this demand will continue after the end of the pandemic.

Professional Conference and Events Software

At the end of 2018, we released a new module to Platform id., centered around the professional conference organizer (“PCO”). This subscription offering is being licensed to investor conference organizers, which in the aggregate we believe held an estimated 1,000 plus events a year prior to 2020. This number significantly decreased in 2020 and is expected to remain at significantly decreased numbers in the near future and possibly long-term as a result of COVID-19. Our professional conference and events software, which is available as a mobile app, offers organizers, issuers and investors the ability to register, request and approve one-on-one meetings, manage schedules, perform event promotion and sponsorship, print attendee badges and manage lodging. This cloud-based product can be used in a virtual or in person conference setting and is integrated within Platform id. to enhance our Communications module subscription offerings of newswire, newsrooms, webcasting and shareholder targeting. We believe this integration gives us a unique offering for PCOs that is not available elsewhere in the market. We believe entering this business expands our current Communications revenue base and assists in making Platform id. a platform of choice for investment banks, issuers and investors.

Compliance

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

Disclosure Software and Services

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

Toward the end of 2017, we completed upgrades to our disclosure reporting product to include tagging functionality that meets newly mandated SEC disclosure requirements under Inline XBRL (Inline Extensible Business Reporting Language or “iXBRL”). These requirements began impacting most of our customers on June 15, 2021, however, we have had a number of customers already file using our iXBRL upgrades.

Whistleblower Hotline

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

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Stock Transfer Module

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

Annual Meeting / Proxy Voting Platform

During early 2020, we upgraded our webcasting and annual meeting platform to bring to market a virtual annual meeting solution. This solution provides our customers the ability to conduct their annual meetings in a fully virtual manner as was often required during the COVID-19 pandemic. Our solution incorporates shareholder and guest registration, voting integration, real-time statistics on attendance, audio video and presentation features as well as fully managed meeting managers and inspector of elections.

By adding a component of our webcasting and events business, we were able to offer a complete annual meeting solution, which incorporated real-time voting. For perspective, during 2019, approximately 300 North American public companies opted for a virtual component to their annual meeting compared to an estimated 4,000+ public companies in 2020. In 2021 it is estimated the market decreased its virtual component needs to an estimated 3,000 public companies. We experienced a proportionate decrease in the demand for our virtual annual meetings similar to that of the market in general. Although we believe a virtual component to an annual meeting is both a benefit to all shareholders and a corporate governance advantage, there can be no assurances this product has longevity in the market. To address this we intend to repackage our offering into a self service “DIY” product in 2022, that we believe can capture a larger portion of the market as well as meet budgets of companies trying to get engagement from shareholders with both in-person and virtual options.

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

Shareholder Distribution

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

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Results of Operations

Comparison of results of operations for the three and six months ended June 30, 2021 and 2020:

	Three months ended						Six months ended
	June 30,						June 30,
Revenue Streams	2021			2020			2021			2020
Communications
Revenue	$	3,510		$	3,014		$	6,697		$	5,422
Gross margin	$	2,643		$	2,246		$	4,957		$	3,975
Gross margin %		75	%		75	%		74	%		73	%
Compliance
Revenue	$	2,210		$	1,870		$	4,003		$	3,478
Gross margin	$	1,597		$	1,276		$	2,869		$	2,310
Gross margin %		72	%		68	%		72	%		66	%
Total
Revenue	$	5,720		$	4,884		$	10,700		$	8,900
Gross margin	$	4,240		$	3,522		$	7,826		$	6,285
Gross margin %		74	%		72	%		73	%		71	%

Revenues

Total revenue increased by $836,000, or 17%, to $5,720,000 during the three-month period ended June 30, 2021, as compared to $4,884,000 during the same period of 2020. Total revenue increased by $1,800,000, or 20%, to $10,700,000 during the six-month period ended June 30, 2021, compared to $8,900,000 during the same period of 2020. The increase was due to increases in both the Communications and Compliance revenue streams.

Communications revenue increased $496,000, or 16%, and $1,275,000, or 24%, during the three and six-month periods ended June 30, 2021, respectively, as compared to the same periods of 2020. The increase in revenue is due primarily to an increase in revenue from our ACCESSWIRE news brand, as a result of both an increase in average price per release and an increase in volume. ACCESSWIRE revenue for the three and six months ended June 30, 2021, increased 30% and 34%, respectively, compared to the same periods of the prior year. We also benefited from an increase in subscriptions of Platform id. During the three and six months ended June 30, 2021 we signed 36 and 86 new licenses of Platform id. with annual contract value of $340,000 and $723,000, respectively.  This brings our total subscriptions of Platform id. to 403 with annual contract value of $3,337,000, as of June 30, 2021, compared to 341 subscriptions with annual contract value of $2,677,000 as of December 31, 2020.  Communications revenue was 61% and 63% of total revenue during the three and six months ended June 30, 2021, respectively, as compared to 62% and 61% during the same periods of the prior year.

Compliance revenue increased $340,000, or 18%, and $525,000, or 15%, during the three and six-month periods ended June 30, 2021, as compared to the same periods of 2020. The increase in revenue during these periods is primarily related to an increase in revenue from print and proxy fulfillment services due to increased projects associated with annual meetings and special transactions. Revenue from our transfer agent services also increased during the periods due to an increase in corporate transactions and directives. Revenue from these two services tends to fluctuate from period to period depending on corporate transactions and market activity.

No customers accounted for more than 10% of the revenues during the three and six-month periods ended June 30, 2021, or 2020.

Revenue Backlog

At June 30, 2021, our deferred revenue balance was $2,699,000, which we expect to recognize over the next twelve months, compared to $2,212,000 at December 31, 2020, an increase of 22%. Deferred revenue primarily consists of advance billings for subscriptions of our cloud-based products and pre-paid packages of our news distribution product, as well as, advance billings for annual service contracts.

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Cost of Revenues and Gross Margin

Communications cost of revenues consists primarily of direct labor costs, newswire distribution costs, teleconferencing costs and third-party licensing costs. Compliance cost of revenue consists primarily of direct labor costs, warehousing, logistics, print production materials, postage, and amortization of capitalized software costs related to our disclosure software. Cost of revenues increased by $118,000, or 9%, and $259,000, or 10%, during the three and six-month periods ended June 30, 2021, respectively, as compared to the same periods of 2020. Overall gross margin increased $718,000, or 20%, and $1,541,000, or 25%, during the three and six-month periods ended June 30, 2021, respectively, as compared to the same periods of the prior year. Gross margin percentages increased to 74% and 73% during the three and six months ended June 30, 2021, respectively, compared to 72% and 71% during the same periods of 2020.

Gross margin percentage from Communications revenue was 75% and 74% during the three and six-month periods ended June 30, 2021, respectively, as compared to 75% and 73% during the same periods of 2020.

Gross margins from our Compliance revenue increased to 72% during both the three and six-month periods ended June 30, 2021, respectively, as compared to 68% and 66% during the same periods of 2020. The increase in gross margin percentage was due to an increase in revenue from our transfer agent services as well as a decrease in amortization of capitalized software associated with our disclosure software and a decrease in postage and fulfillment costs associated with our legacy ARS business.

Operating Expenses

General and Administrative Expense

General and administrative expenses consist primarily of salaries, bonuses, stock-based compensation, insurance, fees for professional services, general corporate expenses (including bad debt expense) and facility and equipment expenses. General and administrative expenses were $1,261,000 and $2,665,000 during the three and six months ended June 30, 2021, an increase of $64,000, or 5%, and $252,000, or 10%, compared to the same periods of the prior year. The increase is primarily due to higher personnel expenses, insurance expense and professional fees during the three and six months ended June 30, 2021.  Additionally, for the three months ended June 30, 2021, the increase is attributable to higher bad debt expense.

As a percentage of revenue, general and administrative expenses were 22% and 25% for the three and six-month periods ended June 30, 2021, respectively, a decrease from 25% and 27% for the same periods of 2020.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses, tradeshow expenses and other marketing expenses. Sales and marketing expenses were $1,210,000 and $2,284,000 for the three and six-month periods ended June 30, 2021, respectively, an increase of $260,000, or 27%, and $438,000, or 24%, compared to the same periods ended June 30, 2020. These increases are directly related to our investment in our sales and marketing initiatives with an increase in headcount, commissions and digital marketing.

As a percentage of revenue, sales and marketing expenses were 21% during both the three and six-month periods ended June 30, 2021, respectively, compared to 19% and 21% for the same periods of the prior year.

Product Development Expenses

Product Development expenses consist primarily of salaries, stock-based compensation, bonuses and licenses to develop new products and technology to complement and/or enhance Platform id. Product development expenses increased $91,000, or 55%, and $146,000, or 41%, during the three and six-month periods ended June 30, 2021, compared to the same periods in 2020. The increase is due to an increase in headcount within the development team and use of more specialized consultants. We anticipate product development expenses to increase relative to previous periods. During the three and six month periods ended June 30, 2021, we capitalized $161,000 of costs related to the development of our newsroom product, which launched in July 2021.  No costs were capitalized during the three and six months ended June 30, 2020.

As a percentage of revenue, product development expenses were 4% and 5% for the three and six-month periods ended June 30, 2021, respectively, compared to 3% and 4% during the same periods of 2020.

21

Depreciation and Amortization

Depreciation and amortization expenses decreased $57,000, or 27%, and $114,000, also 27%, during the three and six-month periods ended June 30, 2021, respectively, as compared to the same periods of 2020. The decrease is primarily related to intangible assets associated with the PIR acquisition that became fully amortized in the prior year.

Interest income, net

Interest income, net, represents interest income on deposit and money market accounts, as well as for the prior year, the non-cash interest associated with the present value of the remaining anniversary payments of the Interwest acquisition. The decrease in interest income during the three and six months ended June 30, 2021, as compared to the same periods of the prior year, is due to a decrease in interest rates associated with the deposit and money market accounts.

Income tax (benefit) expense

We recognized income tax expense of $256,000 and $419,000 during the three and six-month periods ended June 30, 2021, respectively, compared to $230,000 and $310,000 during the same periods of 2020. The increase in income tax expense during the periods is due to an increase in pre-tax income partially offset by an excess stock-based compensation tax benefit of $67,000 during the three months ended June 30, 2021. For the three and six-month period ended June 30, 2021, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income taxes, partially offset by the excess stock-based compensation tax benefit as well as foreign statutory tax rate differentials.

Liquidity and Capital Resources

As of June 30, 2021, we had $21,159,000 in cash and cash equivalents and $3,599,000 in net accounts receivable. Current liabilities at June 30, 2021, totaled $5,489,000 including our accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses. At June 30, 2021, our current assets exceeded our current liabilities by $19,751,000.

Effective October 3, 2019, the Company renewed its unsecured Line of Credit, which increased the term to two years, with all other provisions remaining the same. The amount of funds available for borrowing are $3,000,000 and the interest rate is LIBOR plus 1.75%. As of June 30, 2021, the interest rate was 1.84% and the Company did not owe any amounts on the Line of Credit.

Outlook

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

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

Overall, the demand for our platforms and services continues to be stable in a majority of the segments we serve. Since the COVID-19 pandemic began, we are seeing increased demand for virtual events using both our conference software and webcasting products, as customers are opting to hold virtual meetings. During the first and second quarter of 2020, we were able to pivot portions of our platform to specifically address COVID-19 business limitations. This resulted in a new virtual annual meeting product, which combines our webcasting and proxy voting technology together. Additionally, we also upgraded technology of our conference software product to allow conferences to go entirely virtual and hold one-on-one meetings with audio, video and sharing features.

22

We believe these developments will assist us not only in delivering attractive solutions to the market, but also lead us into new opportunities during this changing and challenging environment. The extent to how long these shifts in demands will occur is uncertain at this time and could be longer than just 2020 and first part of 2021. However, we cannot make any assurances at this time that our product upgrades will be accepted by customers and revenue will be significant enough to offset losses in other aspects of our business in the long-term.

The transition to a platform subscription model has been and will continue to be key for our long-term sustainable growth. We will also continue to focus on the following key strategic initiatives during the remainder of 2021:

· Expanding our Communications products and adapt to this changing environment,

· Growing through acquisitions in areas of strategic focus,

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

· Expanding customer base,

· Expanding our newswire distribution,

· Investing in technology advancements and upgrades,

· Generating profitable sustainable growth

· Generating cash flows from operations.

We believe there is significant demand for our products around the world among the middle, small and micro-cap markets, as well as private companies, as they seek to find better platforms and tools to disseminate and communicate their messages. Although this demand may decrease or shift in the near term as a result of COVID-19, we believe we have the product sets, platforms, capacity and ability to adapt during these changing times to meet their requirements.

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

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this quarterly report on Form10-Q, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective and have not materially changed since its most recent annual report.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. During the six months ended June 30, 2021, the Company implemented a new accounting system.  While existing controls over financial reporting remained similar, such as segregation of duties, account reconciliation, reviews and approvals, among others, there is a heightened risk of misstatement upon conversion to a new system. The Company believes proper procedures were conducted during and after the implementation to ensure the associated risk was mitigated, however there can be no absolute assurance.  The Company did not incur any significant issues throughout the implementation and continues to believe the internal control environment is effective with the new system.

23

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

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

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

There were no unregistered sales of our equity securities and we did not repurchase any shares of our equity securities during the period covered by this Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits.

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

_______________

*	filed or furnished herewith
**	submitted electronically herewith

24

SIGNATURES

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

Date: August 5, 2021
 

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

By:	/s/ Steven Knerr
	Steven Knerr
	Chief Financial Officer

25

EX-31

EXHIBIT 31.1

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

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

I, Brian R. Balbirnie, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 5, 2021	/s/ Brian R. Balbirnie
	Brian R. Balbirnie
	Chief Executive Officer

EX-31

EXHIBIT 31.2
 

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

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

I, Steven Knerr, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 5, 2021	/s/ Steven Knerr
	Steven Knerr
	Chief Financial Officer

EX-32

EXHIBIT 32.1

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

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

In connection with the Quarterly Report of Issuer Direct Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian R. Balbirnie, Chief Executive Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 5, 2021	/s/ Brian R. Balbirnie
	Brian R. Balbirnie
	Chief Executive Officer

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

EX-32

EXHIBIT 32.2

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

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

In connection with the Quarterly Report of Issuer Direct Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Knerr, Chief Financial Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 5, 2021	/s/ Steven Knerr
	Steven Knerr
	Chief Financial Officer

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

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 05, 2021
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	Jun. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		3,786,525
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE
Entity File Number	1-10185
Entity Tax Identification Number	26-1331503
Entity Address Address Line 1	1 Glenwood Avenue
Entity Address Address Line 2	Suite 1001
Entity Address City Or Town	Raleigh
Entity Address State Or Province	NC
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

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 21,159,000	$ 19,556,000
Accounts receivable (net of allowance for doubtful accounts of $640 and $657, respectively)	3,599,000	2,514,000
Income tax receivable	108,000	0
Other current assets	374,000	298,000
Total current assets	25,240,000	22,368,000
Capitalized software (net of accumulated amortization of $3,022 and $2,761, respectively)	426,000	526,000
Fixed assets (net of accumulated amortization of $383 and $312, respectively)	764,000	795,000
Right-of-use asset - leases	1,681,000	1,830,000
Other long-term assets	94,000	88,000
Goodwill	6,376,000	6,376,000
Intangible assets (net of accumulated amortization of $5,779 and $5,546, respectively)	2,673,000	2,906,000
Total assets	37,254,000	34,889,000
Current liabilities:
Accounts payable	754,000	304,000
Accrued expenses	1,989,000	1,805,000
Income taxes payable	47,000	258,000
Deferred revenue	2,699,000	2,212,000
Total current liabilities	5,489,000	4,579,000
Deferred income tax liability	260,000	197,000
Lease liabilities - long-term	1,815,000	1,971,000
Total liabilities	7,564,000	6,747,000
Stockholders' equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.	0	0
Common stock $0.001 par value, 20,000,000 shares authorized, 3,786,525 and 3,770,752 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.	4,000	4,000
Additional paid-in capital	22,113,000	22,214,000
Other accumulated comprehensive loss	(21,000)	(19,000)
Retained earnings	7,594,000	5,943,000
Total stockholders' equity	29,690,000	28,142,000
Total liabilities and stockholders' equity	$ 37,254,000	$ 34,889,000

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets:
Allowance for accounts receivables	$ 640	$ 657
Accumulated amortization - capitalized software	3,022	2,761
Accumulated depreciation - fixed assets	383	312
Accumulated amortization - intangible assets	$ 5,779	$ 5,546
Stockholders' equity:
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	3,786,525	3,770,752
Common stock shares, outstanding	3,786,525	3,770,752

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Revenues	$ 5,720	$ 4,884	$ 10,700	$ 8,900
Cost of revenues	1,480	1,362	2,874	2,615
Gross profit	4,240	3,522	7,826	6,285
Operating costs and expenses:
General and administrative	1,261	1,197	2,665	2,413
Sales and marketing expenses	1,210	950	2,284	1,846
Product development	256	165	505	359
Depreciation and amortization	152	209	304	418
Total operating costs and expenses	2,879	2,521	5,758	5,036
Operating income	1,361	1,001	2,068	1,249
Interest income, net	1	1	2	59
Income before taxes	1,362	1,002	2,070	1,308
Income tax expense	256	230	419	310
Net income	$ 1,106	$ 772	$ 1,651	$ 998
Income per share - basic	$ 0.29	$ 0.21	$ 0.44	$ 0.27
Income per share - fully diluted	$ 0.29	$ 0.21	$ 0.43	$ 0.26
Weighted average number of common shares outstanding - basic	3,770	3,736	3,770	3,762
Weighted average number of common shares outstanding - fully diluted	3,820	3,761	3,819	3,789

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Net income	$ 1,106	$ 772	$ 1,651	$ 998
Foreign currency translation adjustment	(5)	(3)	(2)	37
Comprehensive income	$ 1,101	$ 769	$ 1,649	$ 1,035

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive loss	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2019		3,786,398
Balance, amount at Dec. 31, 2019	$ 26,100,000	$ 4,000	$ 22,275,000	$ (16,000)	$ 3,837,000
Stock-based compensation expense	45,000	$ 0	45,000	0	0
Exercise of stock awards, net of tax, shares		8,002
Exercise of stock awards, net of tax, amount	0	$ 0	0	0	0
Stock repurchase and retirement, shares		(21,700)
Stock repurchase and retirement, amount	(203,000)	$ 0	(203,000)	0	0
Foreign currency translation	40,000	0	0	40,000	0
Net income	226,000	$ 0	0	0	226,000
Balance, shares at Mar. 31, 2020		3,772,700
Balance, amount at Mar. 31, 2020	26,208,000	$ 4,000	22,117,000	24,000	4,063,000
Balance, shares at Dec. 31, 2019		3,786,398
Balance, amount at Dec. 31, 2019	26,100,000	$ 4,000	22,275,000	(16,000)	3,837,000
Net income	998,000
Balance, shares at Jun. 30, 2020		3,734,502
Balance, amount at Jun. 30, 2020	26,479,000	$ 4,000	21,619,000	21,000	4,835,000
Balance, shares at Mar. 31, 2020		3,772,700
Balance, amount at Mar. 31, 2020	26,208,000	$ 4,000	22,117,000	24,000	4,063,000
Stock-based compensation expense	84,000	$ 0	84,000	0	0
Exercise of stock awards, net of tax, shares		24,000
Exercise of stock awards, net of tax, amount	0	$ 0	0	0	0
Stock repurchase and retirement, shares		(62,198)
Stock repurchase and retirement, amount	(582,000)	$ 0	(582,000)	0	0
Foreign currency translation	(3,000)	0	0	(3,000)	0
Net income	772,000	$ 0	0	0	772,000
Balance, shares at Jun. 30, 2020		3,734,502
Balance, amount at Jun. 30, 2020	26,479,000	$ 4,000	21,619,000	21,000	4,835,000
Balance, shares at Dec. 31, 2020		3,770,752
Balance, amount at Dec. 31, 2020	28,142,000	$ 4,000	22,214,000	(19,000)	5,943,000
Stock-based compensation expense	63,000	$ 0	63,000	0	0
Exercise of stock awards, net of tax, shares		15,000
Exercise of stock awards, net of tax, amount	199,000	$ 0	199,000	0	0
Stock repurchase and retirement, shares		(19,777)
Stock repurchase and retirement, amount	(452,000)	$ 0	(452,000)	0	0
Foreign currency translation	3,000	0	0	3,000	0
Net income	545,000	$ 0	0	0	545,000
Balance, shares at Mar. 31, 2021		3,765,975
Balance, amount at Mar. 31, 2021	28,500,000	$ 4,000	22,024,000	(16,000)	6,488,000
Balance, shares at Dec. 31, 2020		3,770,752
Balance, amount at Dec. 31, 2020	$ 28,142,000	$ 4,000	22,214,000	(19,000)	5,943,000
Stock repurchase and retirement, shares	179,845
Net income	$ 1,651,000
Balance, shares at Jun. 30, 2021		3,786,525
Balance, amount at Jun. 30, 2021	29,690,000	$ 4,000	22,113,000	(21,000)	7,594,000
Balance, shares at Mar. 31, 2021		3,765,975
Balance, amount at Mar. 31, 2021	28,500,000	$ 4,000	22,024,000	(16,000)	6,488,000
Stock-based compensation expense	69,000	$ 0	69,000	0	0
Exercise of stock awards, net of tax, shares		20,550
Exercise of stock awards, net of tax, amount	20,000	$ 0	20,000	0	0
Foreign currency translation	(5,000)	0	0	(5,000)	0
Net income	1,106,000	$ 0	0	0	1,106,000
Balance, shares at Jun. 30, 2021		3,786,525
Balance, amount at Jun. 30, 2021	$ 29,690,000	$ 4,000	$ 22,113,000	$ (21,000)	$ 7,594,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net income	$ 1,651,000	$ 998,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	565,000	727,000
Bad debt expense	163,000	182,000
Deferred income taxes	(10,000)	(51,000)
Non-cash interest expense	0	13,000
Stock-based compensation expense	132,000	129,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable	(1,262,000)	(730,000)
Decrease (increase) in other assets	(43,000)	77,000
Increase (decrease) in accounts payable	454,000	164,000
Increase (decrease) in accrued expenses	(87,000)	367,000
Increase (decrease) in deferred revenue	518,000	203,000
Net cash provided by operating activities	2,081,000	2,079,000
Cash flows from investing activities:
Capitalized software	(161)	0
Purchase of fixed assets	(40,000)	(4,000)
Net cash used in investing activities	(201,000)	(4,000)
Cash flows from financing activities:
Exercise of stock options	219,000	0
Payment for stock repurchase and retirement	(452,000)	(785,000)
Net cash used in financing activities	(233,000)	(785,000)
Net change in cash and cash equivalents	1,647,000	1,290,000
Cash - beginning	19,556,000	15,766,000
Currency translation adjustment	(44,000)	41,000
Cash and cash equivalents - ending	21,159,000	17,097,000
Supplemental disclosures:
Cash paid for income taxes	$ 664,000	$ 12,000

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Basis of Presentation

6 Months Ended

Jun. 30, 2021

Basis of Presentation

Note 1. Basis of Presentation

Note 1. Basis of Presentation

The unaudited interim consolidated balance sheet as of June 30, 2021 and consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the three-month and six-month periods ended June 30, 2021 and 2020 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 2020 audited financial statements of Issuer Direct Corporation (the “Company”, “We”, or “Our”) filed on Form 10-K.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Note 2. 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. 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 six-month period ended June 30, 2021, because their impact was anti-dilutive. Shares issuable upon the exercise of stock options totaling 93,000 were excluded in the computation of diluted earnings per common share during the three and six-month period ended June 30, 2020, because their impact was anti-dilutive.

Revenue Recognition

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

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

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

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

The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily related to subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized and press release packages which have been prepaid, however the releases have not yet been disseminated. The associated deferred revenue is generally recognized ratably over the billing period for subscriptions and as releases are disseminated for press release packages. Deferred revenue as of June 30, 2021, and December 31, 2020, was $2,699,000 and $2,212,000, respectively, and is expected to be recognized within one year. Revenue recognized for the six months ended June 30, 2021, and 2020, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $1,597,000 and $1,375,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,599,000 and $2,514,000 as of June 30, 2021, and December 31, 2020, 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 June 30, 2021, and December 31, 2020, the Company has capitalized $54,000 and $44,000, 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 current environment of the COVID-19 pandemic, 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 June 30, 2021, the total amount exceeding such limit was $19,709,000. The Company also had cash-on-hand of $165,000 in Europe and $861,000 in Canada as of June 30, 2021.

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

We comply with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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.

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 six-month periods ended June 30, 2021 and 2020, are as follows (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Capitalized software development costs	$	161	$	-	$	161	$	-
Amortization included in cost of revenues		129		146		261		311
Amortization included in depreciation and amortization		-		3		-		8

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

We determine if an arrangement is a lease at inception. Our 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 sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our 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. Our 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 our leases do not provide an implicit rate, we use our 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 made 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 June 30, 2021 and December 31, 2020, we believe 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

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, 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.

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.

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Equity

6 Months Ended

Jun. 30, 2021

Equity

Note 3. 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 June 30, 2021, there are 218,818 shares which remain eligible to be granted under the 2014 Plan.

The following table summarizes information about stock options outstanding and exercisable at June 30, 2021:

		Options Outstanding						Options Exercisable
Exercise Price Range		Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number
$	0.01 - 7.00		5,000		4.39	$	6.80		5,000
$	7.01 - 8.00		10,313		2.24	$	7.76		10,313
$	8.01 - 12.00		6,917		5.28	$	9.85		4,917
$	12.01 - 15.00		28,450		7.27	$	13.15		28,450
$	15.01 - 17.40		8,000		6.92	$	17.40		8,000
	Total		58,680		5.86	$	11.85		56,680

As of June 30, 2021, the Company did not have any unrecognized stock compensation related to the options.

During the three and six months ended June 30, 2021, the Company granted 17,765 restricted stock units with an intrinsic value of $25.92 per share. Non-employee directors were granted 12,765 restricted stock units, which vest on the earlier of the 2022 annual meeting of the shareholders or one year. The other 5,000 restricted stock units were granted to an employee and vest 50% during each of the first and second anniversary dates of the date of grant. During the three and six months ended June 30, 2021, 19,000 restricted stock units with an intrinsic value of $10.78 vested. As of June 30, 2021, there was $434,000 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2023.

Stock repurchase and retirement

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

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

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Income Taxes

6 Months Ended

Jun. 30, 2021

Income Taxes

Note 4. Income Taxes

Note 4: Income taxes

We recognized income tax expense of $256,000 and $419,000 for the three and six-month periods ended June 30, 2021, respectively, compared to $230,000 and $310,000 during the same periods of 2020. 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. For the three and six-month periods ended June 30, 2021, the variance between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income tax, partially offset by an excess stock-based compensation benefit, as well as foreign statutory tax rate differentials.

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Leases

6 Months Ended

Jun. 30, 2021

Leases

Note 5. Leases

Note 5: Leases

Generally, our leasing activity consists of office leases. In March 2019, we signed a new lease to move our corporate headquarters to Raleigh, North Carolina. As we continue our transition from a services-based company to a cloud-based platform company, the new lease affords us the ability to separate our warehouse from our corporate office. The new lease, which had a lease commencement date of October 2, 2019, is for 9,766 square feet and 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 June 30, 2021. We 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.

Additionally, we have a three-year office lease in Florida, which was signed on January 4, 2019, at which time we recognized a ROU asset and corresponding lease liability of $125,000, which represents the present value of minimum lease payments discounted at 4.25%, the Company’s incremental borrowing rate at lease inception. We also have facilities in Salt Lake City, Utah, and New York, which are on short-term leases that are less than twelve months. As a result, we have elected the short-term lease recognition exemption for these leases, which means, for those leases we do not expect to extend beyond twelve months, we will not recognize ROU assets or lease liabilities.

Lease liabilities totaled $2,190,000 as of June 30, 2021. The current portion of this liability of $375,000 is included in Accrued expenses on the Consolidated balance sheets and the long-term portion of $1,815,000 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 Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Lease expense
Operating lease expense	$	87	$	87	$	174	$	174
Variable lease expense		29		34		57		66
Total lease expense	$	116	$	121	$	231	$	240

The weighted-average remaining non-cancelable lease term for our operating leases was 6.5 years as of June 30, 2021. As of June 30, 2021, the weighted-average discount rate used to determine the lease liability was 3.8%. The future minimum lease payments to be made under non-cancelable operating leases on June 30, 2021, are as follows (in 000’s):

Year Ended December 31:
2021	$	198
2022		359
2023		369
2024		379
2025		389
Thereafter		812
Total lease payments		2,506
Present value adjustment		(316	)
Lease liability	$	2,190

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

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Revenue

6 Months Ended

Jun. 30, 2021

Revenue

Note 6. Revenue

Note 6: Revenue

We consider ourselves to be in 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 June 30,
Revenue Streams	2021				2020
Communications	$	3,510	61.4	%	$	3,014	61.7	%
Compliance		2,210	38.6	%		1,870	38.3	%
Total	$	5,720	100.0	%	$	4,884	100.0	%

	Six months ended June 30,
Revenue Streams	2021				2020
Communications	$	6,697	62.6	%	$	5,422	60.9	%
Compliance		4,003	37.4	%		3,478	39.1	%
Total	$	10,700	100.0	%	$	8,900	100.0	%

We did not have any customers during the three and six-month periods ended June 30, 2021 or 2020 that accounted for more than 10% of our revenue.

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Line of Credit

6 Months Ended

Jun. 30, 2021

Line of Credit

Note 7. Line of Credit

Note 7: Line of Credit

Effective October 3, 2019, the Company renewed its unsecured Line of Credit, which increased the term to two years, with all other provisions remaining the same. The amount of funds available for borrowing are $3,000,000 and the interest rate is LIBOR plus 1.75%. As of June 30, 2021, the interest rate was 1.84% and the Company did not owe any amounts on the Line of Credit.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

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. 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 six-month period ended June 30, 2021, because their impact was anti-dilutive. Shares issuable upon the exercise of stock options totaling 93,000 were excluded in the computation of diluted earnings per common share during the three and six-month period ended June 30, 2020, because their impact was anti-dilutive.

Revenue Recognition

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

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

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

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

The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily related to subscription and service contracts, which are billed upfront, quarterly or annually, however the revenue has not yet been recognized and press release packages which have been prepaid, however the releases have not yet been disseminated. The associated deferred revenue is generally recognized ratably over the billing period for subscriptions and as releases are disseminated for press release packages. Deferred revenue as of June 30, 2021, and December 31, 2020, was $2,699,000 and $2,212,000, respectively, and is expected to be recognized within one year. Revenue recognized for the six months ended June 30, 2021, and 2020, that was included in the deferred revenue balance at the beginning of each reporting period, was approximately $1,597,000 and $1,375,000, respectively. Accounts receivable, net of allowance for doubtful accounts, related to contracts with customers was $3,599,000 and $2,514,000 as of June 30, 2021, and December 31, 2020, 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 June 30, 2021, and December 31, 2020, the Company has capitalized $54,000 and $44,000, 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 current environment of the COVID-19 pandemic, 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 June 30, 2021, the total amount exceeding such limit was $19,709,000. The Company also had cash-on-hand of $165,000 in Europe and $861,000 in Canada as of June 30, 2021.

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

We comply with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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.

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 six-month periods ended June 30, 2021 and 2020, are as follows (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Capitalized software development costs	$	161	$	-	$	161	$	-
Amortization included in cost of revenues		129		146		261		311
Amortization included in depreciation and amortization		-		3		-		8

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

We determine if an arrangement is a lease at inception. Our 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 sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our 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. Our 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 our leases do not provide an implicit rate, we use our 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 made 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 June 30, 2021 and December 31, 2020, we believe 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

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, 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.

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.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Summary of capitalized costs and amortization

	For the Three Months Ended				For the Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Capitalized software development costs	$	161	$	-	$	161	$	-
Amortization included in cost of revenues		129		146		261		311
Amortization included in depreciation and amortization		-		3		-		8

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Equity (Tables)

6 Months Ended

Jun. 30, 2021

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 - 7.00		5,000		4.39	$	6.80		5,000
$	7.01 - 8.00		10,313		2.24	$	7.76		10,313
$	8.01 - 12.00		6,917		5.28	$	9.85		4,917
$	12.01 - 15.00		28,450		7.27	$	13.15		28,450
$	15.01 - 17.40		8,000		6.92	$	17.40		8,000
	Total		58,680		5.86	$	11.85		56,680

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	$	-

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Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases

Lease expense

	For the Three Months Ended				For the Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Lease expense
Operating lease expense	$	87	$	87	$	174	$	174
Variable lease expense		29		34		57		66
Total lease expense	$	116	$	121	$	231	$	240

Future minimum lease payments

Year Ended December 31:
2021	$	198
2022		359
2023		369
2024		379
2025		389
Thereafter		812
Total lease payments		2,506
Present value adjustment		(316	)
Lease liability	$	2,190

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Revenue (Tables)

6 Months Ended

Jun. 30, 2021

Revenue

Disaggregated revenue

	Three months ended June 30,
Revenue Streams	2021				2020
Communications	$	3,510	61.4	%	$	3,014	61.7	%
Compliance		2,210	38.6	%		1,870	38.3	%
Total	$	5,720	100.0	%	$	4,884	100.0	%

	Six months ended June 30,
Revenue Streams	2021				2020
Communications	$	6,697	62.6	%	$	5,422	60.9	%
Compliance		4,003	37.4	%		3,478	39.1	%
Total	$	10,700	100.0	%	$	8,900	100.0	%

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Summary of Significant Accounting Policies
Capitalized software development costs	$ 161,000	$ 0	$ 161,000	$ 0
Amortization included in cost of revenues	129,000	146,000	261,000	311,000
Amortization included in depreciation and amortization	$ 0	$ 3,000	$ 0	$ 8,000

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Deferred revenue		$ 2,699,000		$ 2,212,000
Revenue recognized included in the deferred revenue		1,597,000	$ 1,375,000
Accounts receivable related to contracts with customers		3,599,000		2,514,000
Capitalized costs		54,000		$ 44,000
Antidilutive securities excluded from computation of earnings per common share	93,000		93,000
FDIC insurance limit		250,000
FDIC exceeding limit		$ 19,709,000
Customers Lists [Member]
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 | Client Relationships
Intangible asset estimated useful lives		7 years
Minimum | Software and Technology
Intangible asset estimated useful lives		3 years
Maximum | Client Relationships
Intangible asset estimated useful lives		10 years
Maximum | Software and Technology
Intangible asset estimated useful lives		6 years
Europe
Cash-on-hand		$ 165,000
Canada
Cash-on-hand		$ 861,000

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Equity (Details)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Number of options outstanding	58,680
Weighted average remaining contractual life (in years)	5 years 10 months 9 days
Weighted average exercise price | $ / shares	$ 11.85
Number of options exercisable	56,680
Option 1
Number of options outstanding	5,000
Weighted average remaining contractual life (in years)	4 years 4 months 20 days
Weighted average exercise price | $ / shares	$ 6.80
Number of options exercisable	5,000
Exercise price range	0.01 - 7.00
Option 2
Number of options outstanding	10,313
Weighted average remaining contractual life (in years)	2 years 2 months 26 days
Weighted average exercise price | $ / shares	$ 7.76
Number of options exercisable	10,313
Exercise price range	7.01 - 8.00
Option 3
Number of options outstanding	6,917
Weighted average remaining contractual life (in years)	5 years 3 months 10 days
Weighted average exercise price | $ / shares	$ 9.85
Number of options exercisable	4,917
Exercise price range	8.01 - 12.00
Option 4
Number of options outstanding	28,450
Weighted average remaining contractual life (in years)	7 years 3 months 7 days
Weighted average exercise price | $ / shares	$ 13.15
Number of options exercisable	28,450
Exercise price range	12.01 - 15.00
Option 5
Number of options outstanding	8,000
Weighted average remaining contractual life (in years)	6 years 11 months 1 day
Weighted average exercise price | $ / shares	$ 17.40
Number of options exercisable	8,000
Exercise price range	15.01 - 17.40

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Equity (Details 1)	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Total number of shares repurchased	179,845
Average price paid per share | $ / shares	$ 11.15
Total 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
December 1-31, 2019
Average price paid per share | $ / shares	$ 0
Maximum dollar value of shares that may yet be purchased under the program | $	$ 231,000
January 1-31, 2020
Average price paid per share | $ / shares	$ 0
Maximum dollar value of shares that may yet be purchased under the program | $	$ 231,000
February 1-29, 2020
Average price paid per share | $ / shares	$ 0
Maximum dollar value of shares that may yet be purchased under the program | $	$ 231,000
August 7-31, 2019
Total number of shares repurchased	22,150
Average price paid per share | $ / shares	$ 9.34
Total 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 | $	$ 793,000
September 1-30, 2019
Total number of shares repurchased	2,830
Average price paid per share | $ / shares	$ 10.00
Total 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 | $	$ 765,000
October 1-31, 2019
Total number of shares repurchased	39,363
Average price paid per share | $ / shares	$ 10.44
Total 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 | $	$ 354,000
November 1-30, 2019
Total number of shares repurchased	11,827
Average price paid per share | $ / shares	$ 10.43
Total 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 | $	$ 231,000
March 1-31, 2020
Total number of shares repurchased	21,700
Average price paid per share | $ / shares	$ 9.33
Total 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 | $	$ 1,028,000
April 1-30, 2020
Total number of shares repurchased	22,698
Average price paid per share | $ / shares	$ 9.02
Total 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 | $	$ 823,000
May 1-31, 2020
Total number of shares repurchased	39,500
Average price paid per share | $ / shares	$ 9.51
Total 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 | $	$ 448,000
March 1-31, 2021
Total number of shares repurchased	19,777
Average price paid per share | $ / shares	$ 22.89
Total 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

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Equity (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended	6 Months Ended
	Jun. 10, 2016	Jun. 17, 2020	Mar. 16, 2020	Jun. 30, 2021	Jun. 30, 2021	Aug. 07, 2019
Unrecognized compensation expense, restricted stock units				$ 434,000	$ 434,000
Shares repurchased						$ 1,000,000
Increased in repurchases shares			$ 2,000,000
Purchased Shares					179,845
Intrinsic value of restricted shares				$ 10.78	$ 10.78
Restrited shares, granted				19,000	19,000
2014 Plan
Shares available for grant				218,818	218,818
Shares issued for common stock					200,000
Additional Awards	200,000	200,000
Total number of shares to be awarded					600,000
Non Employee Director [Member]
Intrinsic value of restricted shares					$ 25.92
Restrited shares, granted				17,765	12,765
Employee[Member]
Restrited shares, granted				5,000	5,000
Vested percentage					50.00%

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Income Taxes (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Taxes
Income tax expense	$ 256,000	$ 230,000	$ 419,000	$ 310,000
Statutory rate			21.00%

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Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases
Operating lease expense	$ 87	$ 87	$ 174	$ 174
Variable lease expense	29	34	57	66
Rent expense	$ 116	$ 121	$ 231	$ 240

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Leases (Details 1) $ in Thousands	Jun. 30, 2021 USD ($)
Leases
2021	$ 198
2022	359
2023	369
2024	379
2025	389
Thereafter	812
Total lease payments	2,506
Present value adjustment	(316)
Lease liability	$ 2,190

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Leases (Details Narrative)	6 Months Ended
	Jun. 30, 2021 USD ($) ft²	Dec. 31, 2020 USD ($)
Lease liability, Non current portion	$ 1,815,000
Lease liability, current	$ 375,000
Weighted average non cancelable lease term	6 years 6 months
Weighted-average discount rate	3.80%
Operating lease Right of use assets	$ 1,681,000	$ 1,830,000
Operating lease liability, total	2,190,000
Lease Liability
Operating lease liability, total	$ 2,190,000
March 2019
Weighted-average discount rate	3.77%
Lease area | ft²	9,766
Lease payments	$ 2,997,000
Improvment allowance of lease payments	488,000
Operating lease Right of use assets	$ 2,596,000
January 4, 2019
Weighted-average discount rate	4.25%
Operating lease Right of use assets	$ 125,000

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Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues	$ 5,720	$ 4,884	$ 10,700	$ 8,900
Percentage of revenue from revenue streams	100.00%	100.00%	100.00%	100.00%
Communication
Revenues	$ 3,510	$ 3,014	$ 6,697	$ 5,422
Percentage of revenue from revenue streams	61.40%	61.70%	62.60%	60.90%
Compliance
Revenues	$ 2,210	$ 1,870	$ 4,003	$ 3,478
Percentage of revenue from revenue streams	38.60%	38.30%	37.40%	39.10%

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Line of Credit (Details Narrative)	6 Months Ended
	Jun. 30, 2021 USD ($)
Line of Credit
Line of credit, maximum borrowing capacity	$ 3,000,000
Line of credit facility, interest rate at period end	1.84%
LIBOR interest rate	1.75%