ACCESS Newswire Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Management’s Annual Report Regarding Internal Disclosure Controls and Procedures Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes, in accordance with generally accepted accounting principles. The effectiveness of any system of internal control over financial reporting is subject to inherent limitations and therefore, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that the controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 36 Table of Contents This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. Evaluation of Disclosure Controls and Procedures Based on an evaluation under the supervision and with the participation of our management, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as of December 31, 2023, to ensure that information required to be disclosed in reports that are filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Inherent Limitations over Internal Controls Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements. Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate. Report of Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations ("COSO") updated Internal Control—Integrated Framework (2013). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023. There were no changes in our internal controls that could materially affect the disclosure controls and procedures subsequent to the date of their evaluation, nor were there any material deficiencies or material weaknesses in our internal controls. As a result, no corrective actions were required or undertaken. ITEM 9B. OTHER INFORMATION. During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 37 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this Item is set forth under the headings “Directors, Executive Officers and Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2024 Proxy Statement to be filed with the U.S. Securities and Exchange Commission ("SEC") within 120 days after December 31, 2023, in connection with the solicitation of proxies for the Company’s 2024 annual meeting of shareholders and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item is set forth under the heading “Executive Compensation” and under the subheadings “Board Oversight of Risk Management,” “Compensation of Directors,” “Director Compensation-2023” and “Compensation Committee Interlocks and Insider Participation” under the heading “Directors, Executive Officers and Corporate Governance” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this Item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this Item is set forth under the heading “Review, Approval or Ratification of Transactions with Related Persons” and under the subheading “Board Committees” under the heading “Directors, Executive Officers and Corporate Governance” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this Item is set forth under the subheadings “Fees Paid to Auditors” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm” under the proposal “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 and is incorporated herein by reference. 38 Table of Contents PART IV ITEM 15. EXHIBITS. (a) Financial Statements The financial statements listed in the accompanying index (page F-1) to the financial statements are filed as part of this Annual Report on Form 10-K. (b) Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Form S-3 filed on May 10, 2017) 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on April 6, 2022) 10.1 2014 Equity Incentive Plan (incorporated by reference to Annex A to the Schedule 14A filed on April 2, 2014) 10.2 Executive Employment Agreement dated April 30, 2015 with Brian R. Balbirnie (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 5, 2014) 10.3 First Amendment to 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 13, 2016 10.4 Second Amendment to 2014 Equity Incentive Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed on April 28, 2020) 10.5 First Amendment to Executive Employment Agreement dated May 4, 2017 with Brian R. Balbirnie (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 5, 2017) 10.6 Stock Purchase Agreement dated October 2, 2017 with Kurtis D. Hughes (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 3, 2017) 10.7 Stock Purchase Agreement dated July 3, 2018 with ACCESSWIRE Canada Ltd. and Fred Gautreau (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 5, 2018) 10.8 Stock Repurchase Agreement dated November 28, 2018 with EQS Group AG (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 4, 2018) 10.9 Asset Purchase Agreement dated January 3, 2019 with Onstream Media Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2019) 10.10 Executive Employment Agreement dated January 12, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 19, 2022) 10.11 Restricted Stock Unit Award Agreement dated January 24, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 19, 2022) 10.12 Incentive Stock Option Grant and Agreement dated January 24, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on January 19, 2022) 10.13 Indemnification Agreement dated January 24, 2022 with Timothy Pitoniak (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on January 19, 2022) 10.14 Membership Interest Purchase Agreement dated November 1, 2022 with Lead Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 3, 2022) 10.15 Secured Promissory Note date November 1, 2022 issued to Lead Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on November 3, 2022) 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Independent Registered Public Accounting Firm.* 31.1 Rule 13a-14(a) Certification of Principal Executive Officer.* 31.2 Rule 13a-14(a) Certification of Principal Financial Officer.* 32.1 Section 1350 Certification of Principal Executive Officer.* 32.2 Section 1350 Certification of Principal Financial Officer.* 97 Issuer Direct Corporation Policy for the Recovery of Erroneously Awarded Compensation, effective December 1, 2023* _______________ * Filed herewith (c) Financial Statement Schedules omitted None. 39 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ISSUER DIRECT CORPORATION Date: March 7, 2024 By: /s/ BRIAN R. BALBIRNIE Brian R. Balbirnie Chief Executive Officer, Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the dates set forth below. Signature Date Title /s/ Brian R. Balbirnie March 7, 2024 Director, Chief Executive Officer Brian R. Balbirnie (Principal Executive Officer) /s/ Timothy Pitoniak March 7, 2024 Chief Financial Officer Timothy Pitoniak (Principal Financial Officer) /s/ Michael Nowlan March 7, 2024 Director, Chairman of the Board and Member of the Audit Committee Michael Nowlan /s/ J. Patrick Galleher March 7, 2024 Director, Chairman of the Compensation Committee J. Patrick Galleher /s/ Graeme Rein March 7, 2024 Director, Chairman of the Audit Committee Graeme Rein /s/ Marti Beller March 7, 2024 Director, Member of the Compensation Committee Marti Beller 40 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 00 677 ) F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4 Consolidated Statements of Income for the years ended December 31, 2023 and 2022 F-5 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022 F-6 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-8 Notes to Consolidated Financial Statements F-9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Issuer Direct Corporation Raleigh, North Carolina Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Issuer Direct Corporation and subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-2 Table of Contents Revenue from Contracts with Customers The Company had $33,378,000 in revenue for the year ended December 31, 2023. As disclosed in Note 2 to the consolidated financial statements, the Company’s contracts include subscriptions to its cloud-based products or contracts for communications and compliance products and services. The Company’s contracts include either a subscription to the entire platform or certain modules within the platform, or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. Due to the nature of the Company’s contracts including multiple performance obligations, management exercises significant judgment in the following areas in determining appropriate revenue recognition: · Determination of which products and services are considered distinct performance obligations that should be accounted for separately or combined. · Determination of stand-alone selling prices for each performance obligation. · Estimation of contract transaction price and allocation of the transaction price to the performance obligations. · Determination of the pattern of delivery for each distinct performance obligation. · Determination of which products and services are recognized over time or point in time. As a result, a high degree of auditor judgment was required in performing audit procedures to evaluate the reasonableness of management’s judgments. Changes in these judgments can have a material effect on the amount of revenue recognized on these contracts. Based on our knowledge of the Company, we determined the nature and extent of procedures to be performed over revenue, including the determination of the revenue streams over which those procedures were performed. Our audit procedures included the following for each revenue stream where procedures were performed: · Obtained an understanding of the internal controls and processes in place over the Company’s revenue recognition processes. · Analyzed the significant assumptions and estimates made by management as discussed above. · Selected a sample of revenue transactions and assessed the recorded revenue, analyzed the related contract, tested management’s identification of distinct performance obligations, and compared the amounts recognized for consistency with underlying support and documentation. Collectability of Accounts Receivable As discussed in Note 2 to the consolidated financial statements, the Company’s allowance for credit losses was $1,119,000 as of December 31, 2023. The Company accounts for the allowance for credit losses using an expected losses model, based on credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balance sheet date through analyzing historical customer data as well as taking into consideration current economic trends. Management makes significant judgments when assessing the likelihood of collection of a customer’s accounts receivable by considering various factors such as communications from the customer, historical collections, and number of days accounts receivables have been outstanding. As a result, a high degree of auditor judgement was required in performing audit procedures to evaluate the reasonableness of management’s judgements. Our audit procedures included the following: · Obtained an understanding of the internal controls and processes in place over the Company’s allowance for credit losses. · Analyzed the significant assumptions and estimates made by management as discussed above · Assessed the recorded accounts receivable balance by selecting a sample of transactions to confirm the outstanding balance as of year-end and analyzed the original invoices that comprised the accounts receivable balance for any non-replies to ensure existence of the receivable as of the balance sheet date. · Evaluated the reasonableness of management’s valuation for allowance for credit losses by performing an independent retrospective review. /s/ Cherry Bekaert LLP We have served as the Company’s auditor since 2010. Raleigh, North Carolina March 7, 2024 F-3 Table of Contents ISSUER DIRECT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 5,714 $ 4,832 Accounts receivable (net of allowance for credit losses of $ 1,119 and $ 745 , respectively) 4,368 2,978 Income tax receivable 232 51 Other current assets 1,190 1,559 Total current assets 11,504 9,420 Capitalized software (net of accumulated amortization of $ 3,424 and $ 3,364 , respectively) 556 138 Fixed assets (net of accumulated depreciation of $ 765 and $ 610 , respectively) 495 625 Right-of-use asset – leases (See Note 10) 1,022 1,277 Other long-term assets 158 136 Goodwill 21,927 22,498 Intangible assets (net of accumulated amortization of $ 9,562 and $ 6,821 , respectively) 29,490 32,231 Total assets $ 65,152 $ 66,325 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,308 $ 1,374 Accrued expenses 1,919 2,255 Income taxes payable 11 157 Current portion of long-term debt 4,000 22,000 Deferred revenue 5,412 5,405 Total current liabilities 12,650 31,191 Long-term debt (net of debt discount of $ 87 and $ 0 , respectively) (see Note 6) 15,913 — Deferred income tax liability 139 572 Lease liabilities – long-term (See Note 10) 1,009 1,339 Other long-term liabilities 21 — Total liabilities 29,732 33,102 Stockholders' equity: Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022, respectively. — — Common stock $ 0.001 par value, 20,000,000 shares authorized, 3,815,212 and 3,791,020 shares issued and outstanding as of December 31, 2023 and 2022, respectively. 4 4 Additional paid-in capital 23,531 22,147 Other accumulated comprehensive loss ( 49 ) ( 96 ) Retained earnings 11,934 11,168 Total stockholders' equity 35,420 33,223 Total liabilities and stockholders’ equity $ 65,152 $ 66,325 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents ISSUER DIRECT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) Years Ended December 31, 2023 2022 Revenues $ 33,378 $ 23,514 Cost of revenues 7,929 5,684 Gross margin 25,449 17,830 Operating costs and expenses: General and administrative 8,935 6,963 Sales and marketing 8,251 5,922 Product development 2,551 1,306 Depreciation and amortization 2,896 970 Total operating costs and expenses 22,633 15,161 Operating income 2,816 2,669 Other income (expense) Interest expense, net ( 1,116 ) ( 11 ) Other expense (See Notes 6 and 7) ( 391 ) — Income before income taxes 1,309 2,658 Income tax expense 543 724 Net income $ 766 $ 1,934 Income per share – basic $ 0.20 $ 0.52 Income per share – diluted $ 0.20 $ 0.52 Weighted average number of common shares outstanding – basic 3,802 3,720 Weighted average number of common shares outstanding – diluted 3,816 3,740 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents ISSUER DIRECT CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Years Ended December 31, 2023 2022 Net income $ 766 $ 1,934 Foreign currency translation adjustment 47 ( 77 ) Comprehensive income $ 813 $ 1,857 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents ISSUER DIRECT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (in thousands, except share and per share amounts) Common Stock Additional Paid-in Accumulated Other Comprehensive Retained Total Stockholders’ Shares Amount Capital Loss Earnings Equity Balance on December 31, 2021 3,793,538 $ 4 $ 22,401 $ ( 19 ) $ 9,234 $ 31,620 Stock-based compensation expense — — 763 — — 763 Exercise of stock awards, net of tax 25,265 — 91 — — 91 Shares issued upon acquisition of Newswire (see Note 4) 180,181 — 3,892 — — 3,892 Stock repurchase and retirement (see Note 8) ( 207,964 ) — ( 5,000 ) — — ( 5,000 ) Foreign currency translation — — — ( 77 ) — ( 77 ) Net income — — — — 1,934 1,934 Balance on December 31, 2022 3,791,020 $ 4 $ 22,147 $ ( 96 ) $ 11,168 $ 33,223 Stock-based compensation expense — — 1,365 — — 1,365 Exercise of stock awards, net of tax 24,192 — 19 — — 19 Foreign currency translation — — — 47 — 47 Net income — — — — 766 766 Balance on December 31, 2023 3,815,212 $ 4 $ 23,531 $ ( 49 ) $ 11,934 $ 35,420 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents ISSUER DIRECT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except share and per share amounts) Years Ended December 31, 2023 2022 Cash flows from operating activities Net income $ 766 $ 1,934 Adjustments to reconcile net income to net cash provided by operating activities: Bad debt expense 743 406 Depreciation and amortization 2,956 1,033 Deferred income taxes ( 433 ) ( 278 ) Stock-based compensation expense 1,365 763 Amortization of debt issuance costs 13 — Changes in operating assets and liabilities, net of effect of business acquisition: Decrease (increase) in accounts receivable ( 1,870 ) ( 9 ) Decrease (increase) in other assets 70 ( 282 ) Increase (decrease) in accounts payable ( 67 ) 35 Increase (decrease) in deferred revenue 312 564 Increase (decrease) in accrued expenses and other liabilities ( 795 ) ( 147 ) Net cash provided by operating activities 3,060 4,019 Cash flows from investing activities Purchase of fixed assets ( 25 ) ( 66 ) Capitalized software ( 478 ) — Purchase of acquired business, net of cash received (See note 4) 350 ( 17,963 ) Net cash used in investing activities ( 153 ) ( 18,029 ) Cash flows from financing activities Payment for stock repurchase and retirement (see Note 8) — ( 5,000 ) Payment of note payable (see Note 6) ( 22,000 ) — Proceeds from issuance of term loan (see Note 6) 19,988 — Payment for capitalized debt issuance costs ( 88 ) — Proceeds from exercise of stock options, net of income taxes 19 91 Net cash used in financing activities ( 2,081 ) ( 4,909 ) Net change in cash 826 ( 18,919 ) Cash- beginning 4,832 23,852 Currency translation adjustment 56 ( 101 ) Cash- ending $ 5,714 $ 4,832 Supplemental disclosures : Cash paid for income taxes $ 1,314 $ 954 Cash paid for interest $ 1,394 $ — Non-cash activities: Issuance of secured promissory note in acquisition of Newswire (see Note 4) $ — $ 22,000 Shares issued in acquisition of Newswire (see Note 4) $ — $ 3,892 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents Note 1: Description, Background and Basis of Operations Nature of Operations Issuer Direct Corporation (the “Company” or “Issuer Direct”) was incorporated in the State of Delaware in October 1988 under the name Docucon Inc. Subsequent to the December 13, 2007 merger with My EDGAR, Inc., the Company changed its name to Issuer Direct Corporation. Today, Issuer Direct is a leading communications company providing solutions for both public relations and investor relations professionals. The Company operates under several brands in the market, including Direct Transfer, Interwest, ACCESSWIRE and Newswire. The Company leverages its securities compliance and regulatory expertise to provide a comprehensive set of services that enhance a customer’s ability to communicate effectively with its shareholder base while meeting all reporting regulations required. Note 2: Summary of Significant Accounting Policies The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation. Cash Equivalents For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Accounts Receivable and Allowance for Credit Losses The Company adopted Financial Accounting Standards Codification (“ASC”) Topic 326, Financial Statements – Credit Losses (“Topic 326”) with an adoption date of January 1, 2023. As a result, the Company changed its accounting policy for its allowance for credit losses using an expected losses model rather than using incurred losses. The new model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balances sheet date through analyzing historical customer data as well as taking into consideration current economic trends. The Company adopted Topic 326 and determined it did not have a material financial impact. The Company generally writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. The following is a summary of the allowance for credit losses during the years ended December 31, 2023 and 2022 (in 000’s): Year Ended December 31, 2023 Year Ended December 31, 2022 Beginning balance $ 745 $ 675 Bad debt expense 743 406 Write-offs ( 369 ) ( 336 ) Ending balance $ 1,119 $ 745 Concentration of Credit Risk Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivables. The Company places its cash and temporary cash investments with credit quality institutions. Such cash balances are currently in excess of the FDIC insurance limit of $ 250,000 . To reduce its risk associated with the failure of such financial institutions, the Company evaluates the rating of the financial institution in which it holds deposits. As of December 31, 2023, the total amount exceeding such limit was $ 397,000 . The Company also had cash-on-hand of $ 97,000 in Europe and $ 1,899,000 in Canada as of December 31, 2023. F-9 Table of Contents 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. Revenue Recognition Substantially all the Company’s revenue comes from contracts with customers for subscriptions to its cloud-based products or contracts for Communications and Compliance products and services. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of news distribution and webcasting offerings, customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer. The Company's contracts include either a subscription to its entire platform, certain modules within the platform or to its Press Release Optimizer Plan (“PRO”), 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 our entire Communications platform, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings, or other events on a per event basis. PRO subscription contracts contain two performance obligations of which the first is a series of distinct services that include, but are not limited to, developing specific media plans, and creating content to be distributed and the second performance obligation being access to the PRO platform along with distribution of press releases, ongoing support, and assessment of performance as a stand-ready obligation. Performance obligations of Compliance contracts include providing subscriptions to certain Compliance modules or other stand-ready obligations to deliver services and annual report printing and distribution. Additionally, services are provided on a per project basis. Set up fees for disclosure services are considered a separate performance obligation and are satisfied upfront. Set up fees for the transfer agent module and investor relations content management module are immaterial. The Company’s subscription and service contracts are generally for one year, with automatic renewal clauses included in the contract until the contract is cancelled. The contracts do not contain any rights of returns, guarantees, or warranties. Since contracts are generally for one year, all the revenue is expected to be recognized within one year from the contract start date. As such, the Company has elected the optional exemption that allows the Company not to disclose the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of each reporting period. The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for per release contracts and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations. For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary. F-10 Table of Contents The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily related to press release packages which have been prepaid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly, or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of December 31, 2023 and December 31, 2022, was $ 5,412,000 and $ 5,405,000 , respectively, and is expected to be recognized within one year. Revenue recognized for the years ended December 31, 2023 and 2022, which was included in the deferred revenue balance at the beginning of each reporting period, was approximately $ 5,405,000 and $ 3,086,000 , respectively. Accounts receivable, net of allowance for credit losses, related to contracts with customers was $ 4,368,000 and $ 2,978,000 as of December 31, 2023 and 2022, 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 December 31, 2023 and 2022, the Company has capitalized $ 130,000 and $ 105,000 , respectively, of costs to obtain contracts that are expected to be amortized over more than one year. For contract costs expected to be amortized in less than one year, the Company has elected to use the practical expedient allowing the recognition of incremental costs of obtaining a contract as an expense when incurred. The Company has considered historical renewal rates, expectations of future renewals and economic factors in making these determinations. Fixed Assets Fixed assets are recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follow: Asset Category Depreciation / Amortization Period Computer equipment 3 years Furniture & equipment 3 to 7 years Leasehold improvements lesser of 8 years or the lease term Earnings per Share Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling 72,750 and 44,250 were excluded in the computation of diluted earnings per common share during the years ended December 31, 2023 and 2022, respectively, because their impact was anti-dilutive. Use of Estimates The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for credit losses and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates. F-11 Table of Contents Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, the Company recognizes the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. The Company’s policy regarding the classification of interest and penalties is to classify them as income tax expense in the financial statements, if applicable. Capitalized Software Costs incurred to develop the Company’s cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Capitalized costs and amortization for the years ended December 31, 2023 and 2022, are as follows (in thousands): December 31, 2023 2022 Capitalized software development costs $ 478 $ — Amortization included in cost of revenues 60 63 Impairment of Long-lived Assets In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. Lease Accounting The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. F-12 Table of Contents Fair Value Measurements Accounting Standards Codification (“ASC”) Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Cash and cash equivalents are quoted at Level 1. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The fair value of the Company’s long-term debt and interest rate swap are quoted at Level 2. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of December 31, 2023 and 2022, the Company believes the fair value of its financial instruments, such as, accounts receivable, long-term debt, the line of credit, and accounts payable approximate their carrying amounts. Stock-based Compensation The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award. Translation of Foreign Financial Statements The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated. Comprehensive Income Comprehensive income consists of net income and other comprehensive income related to changes in the cumulative foreign currency translation adjustment. Business Combinations, Goodwill, and Intangible Assets The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks may be considered an indefinite-lived asset and, as such, are not amortized as there may be no foreseeable limit to cash flows generated from them. For the Newswire acquisition (see Note 4), the Company determined the trademarks acquired were considered a definite lived asset which will be amortized over a period of 15 years. The goodwill and intangible assets are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. The client relationships ( 5 - 10 years), customer lists ( 3 years), distribution partner relationships ( 10 years), non-compete agreements ( 5 years) and software and technology ( 3 - 7 years) are amortized over their estimated useful lives. F-13 Table of Contents Advertising The Company expenses advertising as incurred. During the years ended December 31, 2023 and 2022, advertising expense was $ 1,690,000 and $ 591,000 , respectively. Most of the increase is due to additional advertising expense resulting from Newswire, which was acquired in November 2022. Liquidity and Capital Resources As of December 31, 2023, we had $5,714,000 in cash and cash equivalents and $4,368,000 in net accounts receivable. Current liabilities as of December 31, 2023, totaled $12,650,000 including the current portion of our long-term debt, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses. As of December 31, 2023, our current liabilities exceeded our current assets by $1,146,000. While our current liabilities exceed current assets, we believe we will be able to continue to generate cash as well as benefit from the addition of Newswire operations. Newly Adopted Accounting Pronouncements Topic 326 was effective for the Company beginning on January 1, 2023. This update requires a financial asset (or group of financial assets) measured at amortized cost basis, to be presented at the net amount expected to be collected. This allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value of the amount expected to be collected on the financial asset. The Company has evaluated the impact of Topic 326 and has determined it does not have a material financial impact. Note 3: Fixed Assets in $000’s December 31, 2023 2022 Computer equipment $ 224 $ 203 Furniture & equipment 331 327 Leasehold improvements 705 705 Total fixed assets, gross 1,260 1,235 Less: Accumulated depreciation ( 765 ) ( 610 ) Total fixed assets, net $ 495 $ 625 Included in leasehold improvements is $ 488,000 of tenant improvement allowance associated with a lease signed in March 2019 related to the Company’s corporate headquarters. Depreciation expense on fixed assets for the years ended December 31, 2023 and 2022 totaled $ 155,000 and $ 154,000 , respectively. No disposals were made during the years ended December 31, 2023 and 2022. Note 4: Acquisition of iNewswire.com LLC On November 1, 2022, the Company entered into a Membership Interest Purchase Agreement with Lead Capital, LLC, a Delaware limited liability company (“Seller”), whereby the Company purchased all the issued and outstanding membership interests of iNewswire.com LLC, a Delaware limited liability company (“Newswire”). Newswire is a leading media and marketing communications technology company that provides press release distribution, media databases, media monitoring, and newsrooms through its PRO offering, formally Media Advantage Platform. F-14 Table of Contents In connection with the transaction (the “Acquisition”), the Company paid to the Seller aggregate consideration of $ 43.5 million, consisting of the following: (i) a cash payment of $ 18.0 million subject to a 60-day escrow to secure the payment of any working capital adjustments or any employee bonus obligations of Newswire, (ii) the issuance of a secured promissory note in the principal amount of $ 22.0 million (the “Secured Note”), and (iii) the issuance of 180,181 shares of the Company’s common stock, par value $ 0.001 , valued at $ 3.9 million based on the Company’s closing stock price of $ 21.60 on the Closing Date. During the three months ended March 31, 2023, the Seller paid a $ 350,000 net working capital adjustment to the Company. The Secured Note was due and payable on November 8, 2023, with an annual interest rate of 6 %. The Secured Note allowed for prepayment, however, the 6% interest payment was guaranteed through the Maturity Date even if prepayments were made. On March 20, 2023, the Company paid $ 370,000 to pay the Secured Note in full, with the Seller agreeing to forgive $ 440,000 of interest which would have otherwise been due. The $ 370,000 payment is recorded in Other expense on the Consolidated statements of operations for the year ended December 31, 2023. The Company has determined that the acquisition of Newswire constitutes a business acquisition as defined by ASC 805, Business Combinations . Accordingly, the assets acquired, and the liabilities assumed in the transaction were recorded at their acquisition date estimated fair value, while the transaction costs associated with the acquisition, which totaled $ 178,000 , were expensed as incurred pursuant to the purchase method of accounting in accordance with ASC 805. The Company’s preliminary purchase price allocation was based on an evaluation of the appropriate fair values and represents management’s best estimate based on available data. Any changes within the measurement period resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recorded at the acquisition date. The Company employed a third-party valuation firm to assist in determining the purchase price allocation of assets and liabilities acquired from Newswire. The income approach was used to determine the value of trademarks/tradename and client relationships. The income approach determines the fair value for the asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a rate of return that reflects the relative risk of achieving the cash flow and the time value of money. Projected cash flows for each asset considered multiple factors, including current revenue from existing customers; analysis of expected revenue and attrition trends; reasonable contract renewal assumptions from the perspective of a marketplace participant; expected profit margins giving consideration to marketplace synergies; and required returns to contributory assets. The relief from royalty method was used to value the technology. This approach applies an industry-based royalty rate to future projected cashflows to express the fair value as the expected after-tax royalty savings of the asset. Fair values are determined based on the requirements of ASC 820, Fair Measurements and Disclosure . During the year ended December 31, 2023, the Company obtained the necessary information to determine contract assets and deferred revenue acquired and as such, completed its allocation of the fair value of the assets and liabilities acquired. The measurement period adjustments below did not have a material impact to the Company’s Consolidated statement of operations from November 1, 2022, to December 31, 2023. A summary of the fair value consideration transferred for the Acquisition and the allocation to the fair value of the assets and liabilities of Newswire are as follows (in 000's): A summary of the fair value consideration transferred for the Acquisition and the preliminary allocation to the fair value of the assets and liabilities of Newswire are as follows (in 000's): Consideration transferred: Cash payment $ 18,000 Secured promissory note 22,000 Shares of Issuer Direct common stock based on closing market price prior to the Acquisition 3,892 Net working capital adjustment ( 350 ) Total consideration transferred $ 43,542 F-15 Table of Contents Final allocation of tangible and intangible assets and liabilities: As Originally Reported Measurement Period Adjustments As Adjusted Goodwill $ 16,122 $ ( 571 ) $ 15,551 Trademarks/Tradename 27,500 — 27,500 Technology 2,520 — 2,520 Customer relationships 580 — 580 Net liabilities assumed ( 3,180 ) 571 ( 2,609 ) Total amount allocated $ 43,542 $ — $ 43,542 Net liabilities assumed: Cash $ 37 $ — $ 37 Accounts Receivable 90 253 343 Other Current Assets 14 — 14 Accounts Payable ( 645 ) — ( 645 ) Accrued Expenses ( 226 ) — ( 226 ) Deferred Revenue ( 1,775 ) 318 ( 1,457 ) Deferred tax liability ( 675 ) — ( 675 ) $ ( 3,180 ) $ 571 $ ( 2,609 ) Supplemental pro forma information The following unaudited supplemental pro forma information summarizes the Company’s results of operations for the current reporting period, as if the Company completed the acquisition as of the beginning of the annual reporting period. Supplemental pro forma information is as follows: in $000’s, except per share amounts 2023 2022 Revenues $ 33,378 $ 34,194 Net income 766 770 Basic earnings per share 0.20 0.20 Diluted earnings per share $ 0.20 $ 0.20 The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisitions been completed as of the date and for the periods presented and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma combined financial information is not intended to project the future financial position or results of operations of the combined company. The unaudited pro forma financial information was prepared using the acquisition method of accounting for the acquisition under existing US GAAP. Issuer Direct has been treated as the acquirer. F-16 Table of Contents Note 5: Goodwill and Other Intangible Assets The components of intangible assets are as follows (in 000’s): December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer lists $ 1,770 $ ( 1,770 ) $ — Customer relationships 5,180 ( 3,711 ) 1,469 Proprietary software 3,799 ( 1,616 ) 2,183 Distribution partner relationships 153 ( 84 ) 69 Non-compete agreement 69 ( 69 ) — Trademarks – definite-lived 27,673 ( 2,312 ) 25,361 Trademarks – indefinite-lived 408 — 408 Total intangible assets $ 39,052 $ ( 9,562 ) $ 29,490 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer lists $ 1,770 $ ( 1,770 ) $ — Customer relationships 5,180 ( 3,275 ) 1,905 Proprietary software 3,799 ( 1,173 ) 2,626 Distribution partner relationships 153 ( 69 ) 84 Non-compete agreement 69 ( 55 ) 14 Trademarks – definite-lived 27,673 ( 479 ) 27,194 Trademarks – indefinite-lived 408 — 408 Total intangible assets $ 39,052 $ ( 6,821 ) $ 32,231 The Company performed its annual assessment for impairment of intangible assets and determined there was no impairment as of and for the years ended December 31, 2023 and 2022. The amortization of intangible assets is a charge to operating expenses and totaled $ 2,741,000 and $ 816,000 in the years ended 2023 and 2022, respectively. The future amortization of the identifiable intangible assets is as follows (in 000’s): Years Ending December 31: 2024 $ 2,727 2025 2,628 2026 2,600 2027 2,431 2028 2,201 Thereafter 16,495 Total $ 29,082 The balance of goodwill was $ 6,376,000 as of December 31, 2021. During the year ending December 31, 2022, we acquired Newswire, which added $ 16,122,000 of goodwill based on our preliminary purchase price allocation. During the year ending December 31, 2023, we concluded our purchase price allocation, which resulted in a reduction in goodwill of $ 571,000 . Along with Newswire, the goodwill balance of $ 21,927,000 is related to the stock acquisitions of Basset Press in July 2007, PIR in 2013, ACCESSWIRE in 2014, Interwest in 2017 and Filing Services Canada, Inc. in 2018 and the assets of the Visual Webcasting Platform in 2019. The Company conducted its annual impairment analyses as of October 1, of 2023 and 2022 and determined that no goodwill was impaired. F-17 Table of Contents Note 6: Credit Agreement On March 20, 2023 (the “Closing Date”), the Company entered into a $ 25 million credit agreement (the “Credit Agreement”) with Pinnacle Bank (“Pinnacle”). The Credit Agreement provides for the following: (i) term loan facility in an aggregate principal amount of $20 million (the “Term Loan”), and (ii) revolving letter of credit in an up to aggregate principal amount of $5 million (the “Revolving LOC”), subject to an 85% limit based on the current eligible accounts receivable (as defined in the Credit Agreement) . Pursuant to the terms of the Credit Agreement, the per annum interest rate of the Term Loan is variable based on the one-month secured overnight financing rate (“SOFR”) plus 2.35%, subject to a minimum SOFR of 2.00%. However, the Term Loan issued on the Closing Date has a per annum interest rate of 6.217%, which was fixed with respect to the entire principal amount as a result of an interest rate swap agreement entered into between the Company and Pinnacle on the Closing Date in accordance with the terms of the Credit Agreement . The Company began making monthly interest-only payments on the Term Loan on April 1, 2023. Beginning on January 1, 2024, the Company will make monthly principal payments of $ 333,333 plus interest payments on the Term Loan until the maturity date of December 28, 2028. The proceeds of the Term Loan along with certain cash on hand of the Company were used to repay in its entirety the one-year Secured Promissory Note (the “Secured Note”) issued to Lead Capital, LLC in connection with the Company’s November 1, 2022 acquisition of iNewswire.com LLC for a lump sum payment of $ 22,880,000 . In order to settle the Secured Note on March 20, 2023, the Company paid $ 370,000 to the Seller, with the Seller agreeing to forgive $ 440,000 of interest which would have otherwise been due. The $ 370,000 payment is recorded in Other expense on the Consolidated statements of operations. The Company currently has no plans to utilize the Revolving LOC but may do so in the future. If the Company does utilize any funds under the Revolving LOC, the funds will bear interest at a per annum rate equal to the then current SOFR plus 2.05%. Pinnacle’s commitment to fund under the Revolving LOC terminates on September 1, 2024, unless terminated earlier pursuant to the terms of the Credit Agreement. The Company terminated its $ 3,000,000 unsecured line of credit with Fifth Third Bank immediately prior to the Closing Date. As of December 31, 2023, there was no outstanding balance under the Revolving LOC and the interest rate was 7.39%. The Credit Agreement contains the following financial covenants, which commenced with fiscal quarter ended June 30, 2023: a fixed charge coverage ratio of no less than 1.20:1.00 and a leverage ratio requiring that, for each fiscal quarter of the Company ending after June 30, 2023 through September 30, 2023, the leverage ratio shall not exceed 2.75:1.00 and for each fiscal quarter of the Company ending after December 31, 2023, the leverage ratio shall not exceed 2.50:1.00. All covenants were successfully achieved as of December 31, 2023. The Credit Agreement also contains customary affirmative covenants for a transaction of this nature, including among other things, covenants relating to: maintenance of adequate financial and accounting books and records, delivery of financial statements and other information, preservation of existence of the Company and subsidiaries, payment of taxes and claims, compliance with laws, maintenance of insurance, foreign qualification, use of proceeds, cash management system, maintenance of properties, and conduct of business. The Credit Agreement also contains customary negative covenants for a transaction of this nature, including, among other things, covenants relating to debt, liens, investments, negative pledges, dividends and other debt payments, restriction on fundamental changes, sale of assets, transactions with affiliates, restrictive agreements, and changes in fiscal year. F-18 Table of Contents The Credit Agreement also contains various Events of Default (subject to certain grace periods, to the extent applicable), including among other things, Events of Default for the nonpayment of principal, interest or fees; breach of certain covenants; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; dissolution or change of control; certain unsatisfied judgments; defaults under material agreements; certain unfunded liabilities under employee benefit plans; certain unsatisfied judgments; certain ERISA violations; and the invalidity or unenforceability of the Credit Agreement. If an Event of Default occurs, the Company may be required to repay all amounts outstanding under the Credit Agreement. The Term Loan and any advances under the Revolving LOC are secured by a first priority lien and security interest to the benefit of Pinnacle in the Event of Default on all of the Company’s current or future assets and each of the Guarantor’s current or future assets. Note 7: Interest Rate Swap The Company entered into an interest rate swap agreement to convert its interest rate exposure from variable rate to fixed rate to control cash outflows related to interest on its variable rate debt. The Company has $ 20,000,000 of notional amount interest rate swap agreement, which amortizes in-line with its long-term credit agreement. Under the swap agreement, the Company pays a fixed rate of interest at 6.217% and receives an average variable rate of SOFR + 2.35% adjusted monthly . As of December 31, 2023, the variable rate was 7.69 %. The carrying amount for the Company’s derivative financial instrument is the estimated fair value of the financial instrument. The Company’s derivative is not exchange listed and therefore the fair value is estimated under a mark-to-market approach using an analytics model that is a readily observable market input. This model reflects the contractual terms of the derivative, such as notional value and expiration date, as well as market-based observables including interest rates, yield curves, and the credit quality of the counterparty. The model also incorporates the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity, and accordingly, the Company’s derivative is classified within Level 2 of the fair value hierarchy. While the Company believes its estimate results in a reasonable reflection of the fair value of the instrument, the estimated value may not be representative of actual value that could have been realized or that will be realized in the near future. In accounting for the interest rate swap, the Company has determined it does not qualify for hedge accounting. The fair value of the swap agreement as of December 31, 2023 was a net liability of $ 21,000 and is included in Other long-term liabilities, in the Consolidated balance sheets. The fair value of the interest rate swap agreement excludes accrued interest and takes into consideration current interest rates and current likelihood of the swap counterparty’s compliance with its contractual obligations. As a result of the interest rate swap, we have also recognized a net unrealized loss of $ 21,000 during the year ended December 31, 2023, which is included in Other expense in the Consolidated statements of operations. Note 8: Equity Dividends The Company did not pay any dividends during the years ended December 31, 2023 and 2022. Preferred stock and common stock There were no issuances of preferred stock or common stock during the years ended December 31, 2023 and 2022 other than stock awarded to employees and the Board of Directors as well as the shares issued as part of the Newswire acquisition (see Note 4). F-19 Table of Contents Stock repurchase and retirement On March 1, 2022, the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $ 5,000,000 of its common shares. As of August 31, 2022, the Company completed the repurchase program by purchasing a total of 207,964 shares as shown in the table below ($ in 000’s, except share or per share amounts): Shares Repurchased Period Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program March 1-31, 2022 6,200 $ 29.35 6,200 $ 4,818 April 1-30, 2022 8,226 27.76 8,226 4,590 May 1-31, 2022 80,748 22.92 80,748 2,739 June 1-30, 2022 74,227 23.98 74,227 959 July 1-31, 2022 32,392 24.88 32,392 153 August 1-31, 2022 6,171 24.79 6,171 — No shares repurchased between September 2022 and December 2023 Total 207,964 $ 24.04 207,964 $ — Note 9: Stock Options and Restricted Stock Units On May 23, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan, as amended (the “2014 Plan”). Under the terms of the 2014 Plan, the Company is authorized to issue incentive awards for common stock up to 200,000 shares to employees and other personnel. On June 10, 2016 and June 17, 2020, the shareholders of the Company approved an additional 200,000 and 200,000 awards, respectively, to be issued under the 2014 Plan, bringing the total number of shares to be awarded to 600,000 . The awards may be in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units and performance awards. The 2014 Plan is effective through March 31, 2024. As of December 31, 2023, there were 51,743 shares which remained to be granted under the 2014 Plan. These shares were assumed by the 2023 Plan described below. On June 7, 2023, the shareholders of the Company approved the 2023 Equity Incentive Plan (the “2023 Plan”). Under the terms of the 2023 Plan, the Company is authorized to issue incentive awards for common stock up to 300,000 shares to employees and other personnel. The awards may be in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units and performance awards. The 2023 Plan is effective through April 1, 2033. As of December 31, 2023, there are 337,411 shares which remain to be granted under the 2023 Plan, including 51,743 shares assumed under the 2014 Plan described above. The following is a summary of stock options issued during the year ended December 31, 2023 and 2022: Number of Options Outstanding Range of Exercise Price Weighted Average Exercise Price Aggregate Intrinsic Value Balance on December 31, 2021 47,167 $ 6.80 – 17.40 $ 11.81 $ 832,254 Options granted 50,250 26.00 – 27.71 26.69 — Options exercised ( 10,000 ) 7.76 – 13.21 9.12 185,500 Options forfeited/cancelled ( 6,167 ) 9.26 – 27.71 27.71 — Balance on December 31, 2022 81,250 $ 6.80 – 27.71 $ 20.17 $ 462,390 Options granted 30,000 26.98 26.98 — Options exercised ( 2,500 ) 7.76 7.76 19,400 Options forfeited/cancelled ( 2,000 ) 9.26 – 27.71 23.10 — Balance on December 31, 2023 106,750 $ 6.80 – 27.71 $ 22.32 176,360 F-20 Table of Contents The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e. the aggregate difference between the closing price of the Company’s common stock on December 31, 2023 and 2022 of $ 18.13 and $ 25.04 , respectively, and the exercise price for in-the-money options) that would have been received by the holders if all instruments had been exercised on December 31, 2023 and 2022. As of December 31, 2023, there was $ 555,000 of unrecognized compensation cost related to stock options, which will be recognized through 2027. The following is a summary of unvested stock options during the year ended December 31, 2023 and 2022: Number of Options Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance on December 31, 2021 — $ 12.87 $ 5.47 Options granted 50,250 26.69 12.54 Options vested — — — Options forfeited/cancelled ( 6,000 ) 27.71 13.53 Balance on December 31, 2022 44,250 26.55 12.41 Options granted 30,000 26.98 13.89 Options vested ( 7,500 ) 27.71 13.53 Options forfeited/cancelled ( 1,500 ) 26.00 11.87 Balance on December 31, 2023 65,250 26.78 13.12 The following table summarizes information about stock options outstanding and exercisable on December 31, 2023: Options Outstanding Options Exercisable Exercise Price Range Number Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number $ 0.01 - 8.00 5,000 1.89 6.80 5,000 $ 8.01 - 11.00 3,000 4.00 10.25 3,000 $ 11.01 - 16.00 18,000 4.53 13.12 18,000 $ 16.01 - 27.00 68,000 8.05 25.42 15,500 $ 27.01 – 27.71 12,750 8.05 27.71 — Total 106,750 7.06 22.32 41,500 Of the 106,750 stock options outstanding, 51,542 are non-qualified stock options. All options have been registered with the SEC. F-21 Table of Contents The fair value of common stock options issued during the year ended December 31, 2023 were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used: Year Ended December 31, 2023 Expected dividend yield 0 % Expected stock price volatility 47.6 % Weighted-average risk-free interest rate 3.87 % Weighted-average expected life of options (in years) 6.25 The following is a summary of restricted stock units issued during the years ended December 31, 2023 and 2022: Number of RSUs Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Balance on December 31, 2021 17,765 $ 25.92 $ 523,197 Units granted 48,240 24.99 1,205,525 Units vested/issued ( 15,265 ) 26.05 377,981 Units forfeited — — — Balance on December 31, 2022 50,740 $ 25.00 $ 1,268,500 Units granted 74,832 26.08 1,951,619 Units vested/issued ( 21,490 ) 25.24 ( 542,408 ) Units forfeited ( 9,250 ) 23.87 ( 220,798 ) Balance on December 31, 2023 94,832 25.90 2,456,149 During the year ended December 31, 2023, the Company granted 74,832 shares of restricted stock units to employees and the Board of Directors, which vest at various intervals over the next 3 years. The average grant date fair value of these grants was $ 26.08 per share during the year ended December 31, 2023. During the year ended December 31, 2023, 21,490 restricted stock units with an average intrinsic value of $ 25.24 per share, vested. As of December 31, 2023, there was $ 1,433,000 of unrecognized compensation cost related to our unvested restricted stock units, which will be recognized through 2026. During the years ended December 31, 2023 and 2022, the Company recorded compensation expense of $ 1,365,000 and $ 763,000 , respectively, related to stock options and restricted stock units. Note 10: Leases Leasing activity generally consists of office leases. In March 2019, a new lease was signed to move the corporate headquarters to Raleigh, North Carolina. The new lease, which had a lease commencement date of October 2, 2019, expires December 31, 2027. Minimum lease payments are $ 2,997,000 , not including a tenant improvement allowance of $ 488,000 , which is included in fixed assets as of December 31, 2023. The Company recognized a ROU asset and corresponding lease liability of $ 2,596,000 , which represents the present value of minimum lease payments discounted at 3.77 %, the Company’s incremental borrowing rate at lease inception. F-22 Table of Contents Lease liabilities totaled $ 1,388,000 as of December 31, 2023. The current portion of this liability of $ 379,000 is included in Accrued expenses on the Consolidated balance sheets and the long-term portion of $ 1,009,000 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): Year ended December 31, 2023 Year ended December 31, 2022 Lease expense Operating lease expense $ 304 $ 304 Variable lease expense 56 98 Rent expense $ 360 $ 402 The weighted-average remaining non-cancelable lease term for our operating leases was 4 years as of December 31, 2023. As of December 31, 2023, the weighted-average discount rate used to determine the lease liability was 3.77 %. The future minimum lease payments to be made under non-cancelable operating leases on December 31, 2023, are as follows (in 000’s): Year Ended December 31: 2024 $ 379 2025 389 2026 401 2027 413 Total lease payments 1,582 Present value adjustment ( 194 ) Lease liability $ 1,388 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 11: Commitments and Contingencies From time to time, the Company may be involved in litigation that arises through the normal course of business. The Company is neither a party to any litigation nor is aware of any such threatened or pending litigation that might result in a material adverse effect to the Company’s business. F-23 Table of Contents Note 12: Revenues The Company considers itself to be in a single reportable segment under the authoritative guidance for segment reporting, specifically a communications company for publicly traded and private companies. The following tables present revenue disaggregated by revenue stream in (000’s): For the years ended December 31, 2023 and 2022, the Company generated revenues from the following revenue streams as a percentage of total revenue (in 000’s): Year Ended December 31, 2023 Year Ended December 31, 2022 Amount Percentage Amount Percentage Revenue Communications $ 24,224 72.6 % $ 16,115 68.5 % Compliance 9,154 27.4 % 7,399 31.5 % Total $ 33,378 100 % $ 23,514 100.0 % The Company did not have any customers during the years ended December 31, 2023 or 2022 that accounted for more than 10% of revenue. Note 13: Income Taxes The provision for income taxes consisted of the following components for the years ended December 31 (in 000’s): 2023 2022 Current: Federal $ 743 $ 688 State 274 172 Foreign ( 40 ) 142 Total Current 977 1,002 Deferred: Federal ( 369 ) ( 202 ) State ( 53 ) ( 37 ) Foreign ( 12 ) ( 39 ) Total Deferred ( 434 ) ( 278 ) Total expense for income taxes $ 543 $ 724 Reconciliation between the statutory rate and the effective tax rate is as follows on December 31 (in 000's, except percentages): 2023 2022 Amount Percentage Amount Percentage Federal statutory tax rate $ 275 21.0 % $ 558 21.0 % State tax rate 113 8.6 % 114 4.2 % Permanent difference – stock-based compensation 57 4.0 % 25 1.0 % Permanent difference – other 23 1.5 % 38 1.4 % Foreign tax credit generated ( 32 ) ( 2.3 )% ( 96 ) ( 3.6 )% Tax on foreign earnings – tax reform 32 2.3 % 96 3.6 % Foreign rate differential ( 8 ) ( 0.5 )% 15 0.6 % FDII Deduction ( 23 ) ( 1.6 )% ( 26 ) ( 1.0 )% Other 106 7.4 % — — Total $ 543 41.5 % $ 724 27.2 % F-24 Table of Contents Components of net deferred income tax assets are as follows on December 31 (in 000's): 2023 2022 Change Assets: Deferred revenue $ 80 $ 29 $ 51 Allowance for doubtful accounts 311 185 126 Stock options 338 151 187 Transaction costs 69 41 28 IRC Section 174 capitalized costs 510 216 294 ROU lease liability 293 427 ( 134 ) Other 19 10 9 Total deferred tax asset 1,620 1,059 561 Liabilities Prepaid expenses ( 1 ) — ( 1 ) Basis difference in fixed assets ( 149 ) ( 155 ) 6 Capitalized software ( 20 ) ( 35 ) 15 ROU Assets ( 260 ) ( 393 ) 133 Purchase of intangibles ( 1,268 ) ( 1,048 ) ( 220 ) Other ( 61 ) — ( 61 ) Total deferred tax liability ( 1,759 ) ( 1,631 ) ( 128 ) Total net deferred tax asset / (liability) $ ( 139 ) $ ( 572 ) $ 433 As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. It has been determined that is more likely than not that the Company's deferred tax assets are able to be realized based on future positive earnings and reversal of existing temporary differences. The Company had no unrecognized tax benefits as of December 31, 2023 or December 31, 2022. Interest and, if applicable, penalties are recognized related to unrecognized tax benefits in income tax expense. There are no accruals for interest and penalties on December 31, 2023. Undistributed earnings of the Company are insignificant as of December 31, 2023. With the enactment of the 2017 Act, the Company does not consider any of its foreign earnings as indefinitely reinvested. The Company is subject to income taxation by both federal and state taxing authorities. Income tax returns for the years ended December 31, 2022, 2021 and 2020 are open to audit by federal and state taxing authorities. Note 14: Employee Benefit Plans The Company sponsors two defined contribution 401(k) Profit Sharing Plans and allows all employees in the United States to participate. Matching and profit-sharing contributions to the plan are at the discretion of management but are limited to the amount deductible for federal income tax purposes. The Company made contributions to the plan of $ 182,000 and $ 111,000 during the years ended December 31, 2023 and 2022, respectively. Note 15: Subsequent Events On February 20, 2024, Timothy Pitoniak informed the Company of his resignation as Chief Financial Officer of the Company, effective March 8, 2024 (the “Effective Date”). Mr. Pitoniak’s resignation did not arise from any disagreement on any matter relating to the operations, policies, or practices of the Company. F-25