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PART I
Forward-Looking Statements
In addition to historical information, this Form 10-K may contain forward-looking statements relating to CoreCard Corporation (“CoreCard”). All statements, trend analyses and other information contained in the following discussion relative to markets for our products and trends in revenue, gross margins and anticipated expense levels, as well as other statements including words such as “may”, “will”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect”, ”strategy” and “likely”, and other similar expressions constitute forward-looking statements. Prospective investors and current shareholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. A number of the factors that we believe could impact our future operations are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Form 10-K. CoreCard undertakes no obligation to update or revise its forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results except as required by law.
Overview
CoreCard Corporation, a Georgia corporation, and its predecessor companies have operated since 1973 and its securities have been publicly traded since 1980. In this report, sometimes we use the terms “Company”, “us”, “ours”, “we”, “Registrant” and similar words to refer to CoreCard Corporation and subsidiaries. Our executive offices are located in Norcross, Georgia and our website is www.corecard.com.
We are primarily engaged in the business of providing technology solutions and processing services to the financial technology and services market, commonly referred to as the FinTech industry. Our operations are conducted through our affiliate companies located in Romania, India, the United Arab Emirates and Colombia, as well as the corporate office in Norcross, Georgia which provides significant administrative, human resources and executive management support. CoreCard’s foreign subsidiaries are CoreCard SRL in Romania, CoreCard Software Pvt Ltd in India, CoreCard Colombia SAS in Colombia and CoreCard Software DMCC in the United Arab Emirates, that perform software development and testing as well as processing operations support.
For further information about trends and risks likely to impact our business, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Form 10-K.
CoreCard designs, develops and markets a comprehensive suite of software solutions to program managers, accounts receivable businesses, financial institutions, retailers and processors to manage their credit and debit cards, prepaid cards, private label cards, fleet cards, buy now pay later programs, loyalty programs and accounts receivable and loan transactions. CoreCard utilizes the same core software solution in its processing operations as it sells to licensees, although licensees typically request a variety of customizations which may or may not deviate from the core software solution offering.
The CoreCard software solutions allow companies to offer any type of transacting account or card issuing program as well as installment and revolving loans, to set up and maintain account data, to record advances and payments, to assess fees, interest and other charges, to resolve disputes and chargebacks, to manage collections of accounts receivable, to generate reports and to settle transactions with financial institutions and network schemes.
The CoreCard proprietary software applications are based on CoreCard’s core financial transaction processing platform (CoreENGINE™) and address the unique requirements of customers and program managers that issue or process:
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Credit Cards/Loans – revolving or non-revolving credit issued to consumer or business accounts (with or without a physical card) that typically involve interest, fees, settlement, collections, etc. Within this market, CoreCard offers software specifically tailored to handle private label cards, network branded (i.e., MasterCard, VISA, American Express or Discover) bank cards, fleet cards, loans of any type, or any other type of “system of record” accounts receivable.
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Prepaid/Debit Cards – pre-loaded funds drawn down for purchase or cash withdrawal typically involving a variety of fees but no interest. Numerous examples exist including gift cards, loyalty/reward cards, health benefit cards, payroll and benefits disbursement, student aid disbursement, government assistance payments, corporate expense cards, transit cards and any other type of “system of record” stored value accounts.
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The CoreCard software solutions allow customers to optimize their card account management systems, improve customer retention, lower operating costs and create greater market differentiation. The CoreCard solutions are feature-rich, have web interfaces including a standard library of APIs and contain financial transaction processing solutions that allow customers to automate, streamline and optimize business processes associated with the set-up, administration, management and settlement of credit, prepaid and loan accounts, to process transactions, and to generate reports and statements for these accounts. In addition, because the CoreCard products are designed to run on lower cost, scalable PC-based servers, rather than expensive legacy mainframe computers, customers may benefit from lower overall costs since the solution provides scalability by adding additional servers as card volume grows. The CoreCard product functionality includes embedded multi-lingual, multi-currency support, web-based interface, real-time processing, complex rules-based authorizations, account hierarchies, documented APIs for easy integration to the backend functionality and robust fee libraries. These features support customer-defined pricing and payment terms and allow CoreCard’s customers to create new and innovative card programs to differentiate themselves in the marketplace and improve customer retention.
We believe CoreCard is unique among software companies because it offers a full array of card and account management software solutions, available either for in-house license or outsourced processing by CoreCard’s processing business (“Processing Services”) at the customer’s option. CoreCard also provides customers with a unique option to license the same CoreCard software that is used in the CoreCard processing environment and transfer it in-house for customer-controlled processing at a later date.
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License – CoreCard sells a software license to a customer who then runs the CoreCard software system, configured for the customer’s unique requirements, at a customer controlled location. It usually requires substantial additional resources from CoreCard to customize or operate the licensed software. CoreCard is de-emphasizing the license option.
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Processing Services – CoreCard offers processing services that allow customers to outsource their card processing requirements to CoreCard. CoreCard manages all aspects of the processing functions using its proprietary software configured for each processing customer.
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We continue to add resources to expand upon our infrastructure investment to support CoreCard’s Processing Services line of business. CoreCard processes prepaid cards and credit cards (private label and open loop/network) for a number of customers and anticipates steadily growing this business further in 2023 and future years. CoreCard has multiple secure processing data centers at third party locations, is certified as compliant with the Payment Card Industry (PCI) Data Security Standards and has an SOC 1 and SOC 2 independent audit report that can be relied on by its prepaid and credit processing customers. It has obtained certification from American Express, Discover, MasterCard, Visa, Star and Pulse.
CoreCard added Goldman Sachs Group, Inc. as a customer in 2018, referred to as “Customer A” in the Notes to Consolidated Financial Statements, which represented 75% and 71% of our consolidated revenues for the twelve months ended December 31, 2022 and 2021, respectively. We expect future professional services, maintenance, and license revenue from this customer in 2023 and future years, however the amount and timing will be dependent on various factors not in our control such as the number of accounts on file and the level of customization needed by the customer.
CoreCard has relationships with several financial institutions that are important for network certification, referrals for processing or program managers, and sponsoring prospective card programs.
CoreCard has Program Manager capabilities in addition to processing services, which has allowed us to gain additional experience and adding the potential for increased revenue, although we do not expect any significant revenue impact as a Program Manager in the near term.
CoreCard’s principal target markets include consumer revolving credit portfolios, accounts receivable businesses, prepaid card issuers, retail and private-label issuers (large and small), small third-party processors, and small, mid-size and large financial institutions in the United States. CoreCard has customers in international markets as well. CoreCard competes with third-party card processors that allow customers to outsource their account transaction processing rather than acquire software to manage their transactions in-house. CoreCard competes with several larger and more established processors. Many of CoreCard’s competitors, especially certain processors, have significantly more financial, marketing and development resources than CoreCard and have large, established customer bases often tied to long-term contracts. CoreCard believes it can compete successfully in its selected markets by providing to its licensed software customers and processing customers a robust technology platform, greater system flexibility and more customer-driven marketing options. Additionally, the size and flexibility of CoreCard makes it possible to get to market more quickly with customized, flexible programs. Under our Processing Services option, customers can contract with CoreCard to provide processing services for their accounts using CoreCard software configured to the customer’s preferences, with an option to license the same software and bring it in-house when and if the customer decides to become its own processor in the future. We believe this transition path for customers is unique in the industry.
The CoreCard software platform and modules include CoreCREDIT™, CoreENGINE™, CoreISSUE™, CoreFRAUD™, CoreCOLLECT™, CoreAPP™, CoreMONEY™ and CoreACQUIRE™. Using a proprietary, base transaction processing platform called CoreENGINE, the CoreCard application modules have been further enhanced to meet the specific requirements of different market segments; for instance, CoreISSUE™ is available in different versions tailored to the requirements for issuing prepaid cards, fleet cards, bank cards or private label cards/accounts as well as accounts receivable management. In addition, CoreCard configures and/or customizes its robust base modules with additional or specific functionality to meet each customer’s requirements. The Company has developed and licensed such products to customers in the prepaid, fleet, private label, retail and credit markets. As is typical of most software companies, CoreCard expects to continually enhance and upgrade its existing software solutions and to develop additional modules to meet changing customer and market requirements. To date, CoreCard has focused its extensive development and limited sales activities on building a base of customers in each of its target markets, as well as putting in place the infrastructure and processes to be able to scale the business successfully, particularly for the Processing Services business.
Historically, most of the Company’s sales have resulted from prospects contacting CoreCard based on an online search or through industry referrals. CoreCard typically sells its products directly to customers, often in competitive situations, with relatively long sales and implementation cycles.
We have several revenue streams. We receive software license fees that vary depending upon the number of licensed users, number of accounts on the system, and the number of software modules licensed. We also derive service revenue from implementation, customization, and annual maintenance and support contracts for our licensed software. Processing customers pay an implementation and setup fee plus monthly service fees, primarily based on number of accounts, under a contract with a term of generally three or more years. Depending on factors such as contract terms, customer implementation and testing schedule, and extent of customization or configuration required and whether we are licensing or processing, the timing of revenue recognition on contracts may lead to considerable fluctuation in revenue and profitability. There are often delays in implementation cycles, especially for processing customers, due to third party approvals or processes that are outside of CoreCard’s control and thus it is difficult to predict with certainty when we will be able to begin recognizing revenue on new contracts.
CoreCard’s licensed software products are used by its customers to manage and process various credit, debit and prepaid card programs and there are a number of federal and state regulations governing the issuance of and the processing of financial transactions associated with such cards. CoreCard’s customers are required to comply with such regulations and, to the extent that customers depend on their licensed CoreCard software to manage and process their card accounts, the CoreCard software features and functionality must allow customers to comply with the various governmental regulations. CoreCard continually evaluates applicable regulations and regularly upgrades and enhances its software to help its customers meet their obligations to comply with current and anticipated governmental regulations. As part of CoreCard’s processing business, CoreCard provides compliance-related services, including data and network security, customer identification screening and regular reporting, which enable its customers to be in compliance with applicable governmental regulations including but not limited to the Bank Secrecy Act and Anti-Money Laundering regulations with final responsibility for compliance resting with the customer. Depending on the extent of changes and new governmental regulations, CoreCard will regularly incur additional costs to modify its software and services to be compliant. CoreCard has no costs related to compliance with environmental laws.
Our business is not considered seasonal although the use of certain of our products may grow with the summer travel season for our Middle East customers and higher end-of-year spending patterns and possibly cause a small revenue increase during these periods.
Development Costs
We spent $11.7 million and $8.9 million in the years ended December 31, 2022 and 2021, respectively, on software development. We maintain a workforce of over 1,100 employees in our offshore operations in India, Romania, the United Arab Emirates and Colombia for software development and testing, as well as operations support for processing services. We are continuously improving our financial technology software in response to market requirements and trends and expect to continue to do so. Additionally, we are working on a new platform to maintain the latest technology.
Patents, Trademarks and Trade Secrets
We have one U.S. patent covering aspects of CoreCard’s core software platform. It may be possible for competitors to duplicate certain aspects of our products and processes even though we regard such aspects as proprietary. We have registered with the U.S. Patent and Trademark Office and several foreign jurisdictions various trademarks and service marks for our products. We believe that an active trade secret, trade name, trademark, and copyright protection program is one element in developing and maintaining brand recognition and protecting our intellectual property. We presently market our products under trademarks and service marks such as CoreCard, CoreENGINE™, CoreISSUE™, CoreCOLLECT™, CoreMONEY™ and others.
Personnel
As of February 15, 2023, we had approximately 1,200 full-time equivalent employees (including our subsidiaries in the United States and foreign countries). Of these, the majority are involved in CoreCard’s software development, testing and operations, and 7 in corporate functions. Our employees are not represented by a labor union, we have not had any work stoppages or strikes, and we believe our employee relations are good.
Financial Information About Geographic Areas
See Note 11 to the Consolidated Financial Statements. Except for the risk associated with fluctuations in currency, we do not believe there are any specific risks attendant to our foreign operations that are significantly different than the general business risks discussed elsewhere in this Annual Report.
ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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None.
As of December 31, 2022, we had a lease covering approximately 27,000 square feet in Norcross, Georgia to house our product development, sales, service and administration operations for our domestic operations. Our Norcross lease was renewed March 1, 2022 for a five year term. Our Colombia lease was signed in November 2021 for a five year term covering approximately 4,300 square feet. We lease approximately 2,900 square feet of office space in Dubai, United Arab Emirates. We also lease a small office in Timisoara, Romania. We own a 6,350 square foot office facility in Bhopal, India, to house the software development and testing activities of our offshore subsidiaries; we lease approximately 8,500 square feet of additional office space in the same facility in Bhopal, India; in June 2022 we leased an additional facility in Bhopal of approximately 12,500 square feet; and we lease approximately 5,500 square feet in Mumbai, India to house additional staff for our offshore software development activities. We believe our facilities are adequate for the foreseeable future.
ITEM 3.
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LEGAL PROCEEDINGS
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We are not a party to any material pending legal proceedings.
ITEM 4.
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MINE SAFETY DISCLOSURES
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Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CORECARD CORPORATION
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Registrant
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Date: March 2, 2023
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By:
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/s/ J. Leland Strange
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J. Leland Strange
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Chairman of the Board, President
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and Chief Executive Officer
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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 and on the dates indicated:
Signature
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Capacity
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Date
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/s/ J. Leland Strange
J. Leland Strange
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Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
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March 2, 2023
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/s/ Matthew A. White
Matthew A. White
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Chief Financial Officer
(Principal Accounting and Financial Officer)
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March 2, 2023
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/s/ A. Russell Chandler III
A. Russell Chandler III
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Director
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March 2, 2023
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/s/ Philip H. Moise
Philip H. Moise
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Director
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March 2, 2023
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/s/ Elizabeth W. Camp
Elizabeth W. Camp
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Director
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March 2, 2023
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/s/ Kathryn Petralia
Kathryn Petralia
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Director
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March 2, 2023
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CORECARD CORPORATION
INDEX TO FINANCIAL STATEMENTS
The following consolidated financial statements of the Registrant and its subsidiaries are submitted herewith in response to Item 8:
Financial Statements:
Report of Independent Registered Public Accounting Firm – Nichols, Cauley & Associates, LLC
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F-2
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Consolidated Balance Sheets at December 31, 2022 and 2021
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F-4
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Consolidated Statements of Operations for the years ended December 31, 2022 and 2021
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F-5
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Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022 and 2021
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F-5
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Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021
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F-6
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Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021
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F-7
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Notes to Consolidated Financial Statements
|
F-8
|
|
Nichols, Cauley & Associates, LLC
3550 Engineering Drive, Suite 250
Peachtree Corners, Georgia 30092
404-214-1301 FAX 404-214-1302
atlanta@nicholscauley.com
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of CoreCard Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CoreCard Corporation and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 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 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 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 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 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 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 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.
Critical Audit Matter – Revenue Recognition – Refer to Note 1 of the Financial Statements.
Critical Audit Matter Description
The Company recognizes revenue when or as the Company satisfies a customer agreement performance obligation by transferring control of a product or service to a customer, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.
In determining revenue recognition for these customer agreements, judgment may need to be exercised by the Company, and will include the following:
|
-
|
An assessment of the products and services promised in contracts or customer agreements, and the identification of a performance obligation for each promise to transfer to the customer a product or service that is distinct.
|
|
-
|
Determination of relative standalone selling price for distinct performance obligations.
|
|
-
|
The timing of product or service delivery for performance obligations.
|
Given these factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer agreements was extensive.
How the Critical Audit Matter Was Addressed in the Audit
Our principal audit procedures related to the Company’s revenue recognition for these customer agreements included the following:
|
-
|
We evaluated the internal controls related to the identification of distinct performance obligations and the determination of the timing of revenue recognition.
|
|
-
|
We evaluated management’s significant accounting policies related to these customer agreements.
|
|
-
|
We selected customer agreements and performed the following procedures:
|
|
o
|
Obtained and read customer agreements or contracts for each selected agreement.
|
|
o
|
Evaluated and tested management’s identification of significant terms for completeness, including the identification of distinct performance obligations.
|
|
o
|
From the terms in the customer agreement, evaluated the appropriateness of management’s application of their accounting principles, in their determination of revenue recognition conclusions.
|
|
-
|
We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.
|
Critical Audit Matter – Valuation of Investments - Refer to Note 1 and Note 3 to the Financial statements
Critical Audit Matter Description:
The Company evaluates equity method investments for impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Should the evaluation indicate impairment of the investment, and the circumstances indicate that the impairment is other than temporary impairment, the impairment is recognized through a reduction of the carrying amount of the investment.
Concluding on identifying events or circumstances regarding the recoverability of an investment carrying amount, measuring impairment, and determining if impairment is other than temporary, involve significant and complex management judgment, specific to a particular investment.
How the Critical Audit Matter Was Addressed in the Audit:
Our principal audit procedures related to the Company’s process for equity method investment other than temporary impairment evaluation included:
|
-
|
We evaluated the internal controls related to the identification of events or changes in circumstances indicating that the carrying amount of an investment might not be recoverable.
|
|
-
|
We obtained and read management’s equity method investment assessment documentation for evaluating events or changes that may indicate that the carrying amount of an investment might not be recoverable.
|
|
-
|
We reviewed management’s assessment of events or changes in circumstances for reasonableness.
|
|
-
|
We evaluated management’s significant accounting policies related to the identification of other than temporary impairment.
|
/s/ Nichols, Cauley and Associates, LLC
We have served as the Company’s auditor since 2015.
Atlanta, Georgia
March 1, 2023
CoreCard Corporation
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
As of December 31,
|
|
2022
|
|
|
2021
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
20,399 |
|
|
$ |
29,244 |
|
Marketable securities
|
|
|
4,973 |
|
|
|
- |
|
Accounts receivable, net
|
|
|
13,220 |
|
|
|
5,547 |
|
Other current assets
|
|
|
3,729 |
|
|
|
2,046 |
|
Total current assets
|
|
|
42,321 |
|
|
|
36,837 |
|
Investments
|
|
|
5,180 |
|
|
|
6,355 |
|
Property and equipment, at cost less accumulated depreciation
|
|
|
12,006 |
|
|
|
10,371 |
|
Other long-term assets
|
|
|
3,725 |
|
|
|
4,585 |
|
Total assets
|
|
$ |
63,232 |
|
|
$ |
58,148 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
2,011 |
|
|
$ |
2,763 |
|
Deferred revenue, current portion
|
|
|
1,094 |
|
|
|
2,263 |
|
Accrued payroll
|
|
|
1,888 |
|
|
|
2,145 |
|
Accrued expenses
|
|
|
525 |
|
|
|
404 |
|
Income tax payable
|
|
|
- |
|
|
|
1,004 |
|
Other current liabilities
|
|
|
2,025 |
|
|
|
2,274 |
|
Total current liabilities
|
|
|
7,543 |
|
|
|
10,853 |
|
Deferred revenue, net of current portion
|
|
|
473 |
|
|
|
164 |
|
Deferred tax liability
|
|
|
472 |
|
|
|
549 |
|
Long-term lease obligation
|
|
|
1,981 |
|
|
|
2,708 |
|
Total noncurrent liabilities
|
|
|
2,926 |
|
|
|
3,421 |
|
Commitments and contingencies (Note 7) |
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value: Authorized shares-20,000,000;
|
|
|
|
|
|
|
|
|
Issued shares 9,010,119 and 9,001,311 at December 31, 2022 and 2021, respectively |
|
|
|
|
|
|
|
|
Outstanding shares – 8,502,735 and 8,689,815 at December 31, 2022 and 2021, respectively
|
|
|
90 |
|
|
|
90 |
|
Additional paid-in capital
|
|
|
16,471 |
|
|
|
16,261 |
|
Treasury stock, 507,384 and 311,496 shares as of December 31, 2022 and 2021, respectively, at cost
|
|
|
(16,662 |
) |
|
|
(11,327 |
) |
Accumulated other comprehensive loss
|
|
|
(61 |
) |
|
|
(194 |
) |
Accumulated income
|
|
|
52,925 |
|
|
|
39,044 |
|
Total stockholders’ equity
|
|
|
52,763 |
|
|
|
43,874 |
|
Total liabilities and stockholders’ equity
|
|
$ |
63,232 |
|
|
$ |
58,148 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
CoreCard Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Year Ended December 31,
|
|
2022
|
|
|
2021
|
|
Revenue |
|
|
|
|
|
|
|
|
Services
|
|
$ |
53,688 |
|
|
$ |
42,383 |
|
Products
|
|
|
16,077 |
|
|
|
5,865 |
|
Total net revenue
|
|
|
69,765 |
|
|
|
48,248 |
|
Cost of revenue |
|
|
|
|
|
|
|
|
Services
|
|
|
32,664 |
|
|
|
22,902 |
|
Products
|
|
|
- |
|
|
|
- |
|
Total cost of revenue
|
|
|
32,664 |
|
|
|
22,902 |
|
Expenses |
|
|
|
|
|
|
|
|
Marketing
|
|
|
336 |
|
|
|
279 |
|
General and administrative
|
|
|
5,112 |
|
|
|
4,550 |
|
Development
|
|
|
11,700 |
|
|
|
8,859 |
|
Income from operations
|
|
|
19,953 |
|
|
|
11,658 |
|
Investment loss
|
|
|
(1,144 |
) |
|
|
(172 |
) |
Other income
|
|
|
226 |
|
|
|
277 |
|
Income before income taxes
|
|
|
19,035 |
|
|
|
11,763 |
|
Income taxes
|
|
|
5,154 |
|
|
|
2,724 |
|
Net income
|
|
$ |
13,881 |
|
|
$ |
9,039 |
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
1.62 |
|
|
$ |
1.03 |
|
Diluted
|
|
$ |
1.61 |
|
|
$ |
1.03 |
|
Basic weighted average common shares outstanding
|
|
|
8,574,019 |
|
|
|
8,777,066 |
|
Diluted weighted average common shares outstanding
|
|
|
8,598,546 |
|
|
|
8,809,603 |
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31,
|
|
2022
|
|
|
2021
|
|
Net income
|
|
$ |
13,881 |
|
|
$ |
9,039 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Unrealized gain on marketable securities
|
|
|
23 |
|
|
|
- |
|
Foreign currency translation adjustments
|
|
|
110 |
|
|
|
(54 |
) |
Comprehensive income
|
|
$ |
14,014 |
|
|
$ |
8,985 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
CoreCard Corporation
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(in thousands, except share amounts)
|
|
Common Stock
|
|
|
Additional Paid-In
Capital
|
|
|
Treasury Stock
|
|
|
Accumulated Other
Comprehensive Loss
|
|
|
Accumulated
Earnings
|
|
|
Stockholders’ Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2020
|
|
|
8,885,797 |
|
|
$ |
89 |
|
|
$ |
15,836 |
|
|
$ |
(1,639 |
) |
|
$ |
(140 |
) |
|
$ |
30,005 |
|
|
$ |
44,151 |
|
Stock options exercised
|
|
|
67,500 |
|
|
|
1 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108 |
|
Common stock repurchased*
|
|
|
(267,925 |
) |
|
|
|
|
|
|
|
|
|
|
(9,688 |
) |
|
|
|
|
|
|
|
|
|
|
(9,688 |
) |
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,039 |
|
|
|
9,039 |
|
Stock compensation expense
|
|
|
4,443 |
|
|
|
|
|
|
|
318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
318 |
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54 |
) |
|
|
|
|
|
|
(54 |
) |
Balance at December 31, 2021
|
|
|
8,689,815 |
|
|
$ |
90 |
|
|
$ |
16,261 |
|
|
$ |
(11,327 |
) |
|
$ |
(194 |
) |
|
$ |
39,044 |
|
|
$ |
43,874 |
|
Common stock repurchased*
|
|
|
(195,888 |
) |
|
|
|
|
|
|
|
|
|
|
(5,335 |
) |
|
|
|
|
|
|
|
|
|
|
(5,335 |
) |
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,881 |
|
|
|
13,881 |
|
Stock compensation expense
|
|
|
8,808 |
|
|
|
|
|
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210 |
|
Unrealized gain on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
23 |
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
|
|
|
|
110 |
|
Balance at December 31, 2022
|
|
|
8,502,735 |
|
|
$ |
90 |
|
|
$ |
16,471 |
|
|
$ |
(16,662 |
) |
|
$ |
(61 |
) |
|
$ |
52,925 |
|
|
$ |
52,763 |
|
*At December 31, 2022, approximately $18,338,000 was authorized for future repurchases of our common stock.
The accompanying notes are an integral part of these Consolidated Financial Statements.
CoreCard Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
Year Ended December 31,
|
|
CASH PROVIDED BY (USED IN):
|
|
2022
|
|
|
2021
|
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income
|
|
$ |
13,881 |
|
|
$ |
9,039 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5,697 |
|
|
|
3,796 |
|
Stock-based compensation expense
|
|
|
210 |
|
|
|
319 |
|
Benefit for deferred income taxes
|
|
|
(77 |
) |
|
|
(227 |
) |
Non-cash investment loss
|
|
|
1,450 |
|
|
|
- |
|
Non-cash interest income
|
|
|
(55 |
) |
|
|
- |
|
Equity in (earnings) loss of affiliate company
|
|
|
(275 |
) |
|
|
172 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(7,673 |
) |
|
|
(2,277 |
) |
Other current assets
|
|
|
(1,756 |
) |
|
|
(730 |
) |
Other long-term assets
|
|
|
(25 |
) |
|
|
(61 |
) |
Accounts payable
|
|
|
751 |
|
|
|
321 |
|
Accrued payroll
|
|
|
(257 |
) |
|
|
244 |
|
Deferred revenue, current portion
|
|
|
(1,169 |
) |
|
|
941 |
|
Accrued expenses
|
|
|
121 |
|
|
|
83 |
|
Other current liabilities
|
|
|
(1,268 |
) |
|
|
(2,869 |
) |
Deferred revenue, net of current portion
|
|
|
309 |
|
|
|
164 |
|
Net cash provided by operating activities
|
|
|
9,864 |
|
|
|
8,915 |
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(8,735 |
) |
|
|
(5,425 |
) |
Advances on note and interest receivable
|
|
|
- |
|
|
|
(550 |
) |
Purchase of intangible asset
|
|
|
- |
|
|
|
(400 |
) |
Purchase of long-term investment
|
|
|
- |
|
|
|
(1,800 |
) |
Proceeds from payments on notes receivable
|
|
|
220 |
|
|
|
183 |
|
Purchases of marketable securities
|
|
|
(6,944 |
) |
|
|
- |
|
Maturities of marketable securities
|
|
|
1,975 |
|
|
|
- |
|
Net cash used in investing activities
|
|
|
(13,484 |
) |
|
|
(7,992 |
) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Sale of capital stock pursuant to exercise of option
|
|
|
- |
|
|
|
107 |
|
Repurchases of common stock
|
|
|
(5,335 |
) |
|
|
(9,688 |
) |
Net cash used in financing activities
|
|
|
(5,335 |
) |
|
|
(9,581 |
) |
Effects of exchange rate changes on cash
|
|
|
110 |
|
|
|
(54 |
) |
Net decrease in cash
|
|
|
(8,845 |
) |
|
|
(8,712 |
) |
Cash at beginning of year
|
|
|
29,244 |
|
|
|
37,956 |
|
Cash at end of year
|
|
$ |
20,399 |
|
|
$ |
29,244 |
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$ |
6,615 |
|
|
$ |
2,767 |
|
Purchases of property and equipment, accrued but not paid
|
|
$ |
225 |
|
|
$ |
1,728 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
1.
|
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Organization – In this document, terms such as the “Company”, “we”, “us”, “our” and “CoreCard” refer to CoreCard Corporation, a Georgia corporation, and its consolidated subsidiaries.
Consolidation – The financial statements include the accounts of our majority owned and controlled non-U.S. subsidiary companies after elimination of material inter-company accounts and transactions.
Nature of Operations – Our operations are conducted through our affiliate companies in Romania, India, Dubai and Colombia, as well as the corporate office in Norcross, Georgia which provides significant administrative, human resources and executive management support. CoreCard provides technology solutions and processing services to the financial technology and services market, commonly referred to as the FinTech industry.
Use of Estimates – In preparing the financial statements in conformity with accounting principles generally accepted in the United States, management makes 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. These estimates and assumptions also affect amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Areas where we use estimates and make assumptions are to determine our allowance for doubtful accounts, valuation of our investments, depreciation and amortization expense, accrued expenses and deferred income taxes.
Translation of Foreign Currencies – We consider that the respective local currencies are the functional currencies for our foreign operations. We translate assets and liabilities to U.S. dollars at period-end exchange rates. We translate income and expense items at average rates of exchange prevailing during the period. Translation adjustments are recorded as accumulated other comprehensive gain or loss as a separate component of stockholders’ equity. Upon sale of an investment in a foreign operation, the currency translation adjustment component attributable to that operation is removed from accumulated other comprehensive loss and is reported as part of gain or loss on sale of discontinued operations.
Cash and cash equivalents – Cash and cash equivalents include cash and money market accounts with an original maturity of three months or less. Carrying value approximates fair value due to the short-term maturity of the balances.
Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable are customer obligations due under normal trade terms. They are stated at the amount management expects to collect. We sell our software products and transaction processing services to companies involved in a variety of industries that provide some form of credit or prepaid financing options or perform financial services. We perform continuing credit evaluations of our customers’ financial condition and we do not require collateral. The amount of accounting loss for which we are at risk in these unsecured receivables is limited to their carrying value.
Senior management reviews accounts receivable on a regular basis to determine if any receivables will potentially be uncollectible. We include any accounts receivable balances that are estimated to be uncollectible in our overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available to us, we believe our allowance for doubtful accounts as of December 31, 2022 is adequate. However, actual write-offs might exceed the recorded allowance. Refer to Note 4 for additional information.
Property and Equipment – Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred. We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of property and equipment may warrant revision, or that the remaining balance of these assets may not be recoverable. An asset is considered to be impaired when its carrying amount exceeds the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss, if any, which is equal to the amount by which the carrying value exceeds its fair value, is charged to current operations.
Internal-use software and system development costs incurred to develop or obtain software, which is intended for internal use, are not capitalized until the preliminary project stage is completed and management, with the relevant authority, authorizes and commits to funding a software project and it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred during a software development project’s preliminary stage and post-implementation stage are expensed as incurred. Application development activities that are eligible for capitalization include software design and configuration, development of interfaces, coding, testing, and installation. Capitalized internal-use software and systems costs are subsequently amortized on a straight-line basis over a three to seven-year period after project completion and when the related software or system is ready for its intended use. There was no amortization expense related to internal-use software in the periods ended December 31, 2022 or 2021.
The cost of each major class of property and equipment at December 31, 2022 and 2021 is as follows:
(in thousands)
|
|
Useful life in years
|
|
|
2022
|
|
|
2021
|
|
Property and equipment
|
|
3 |
- |
5 |
|
|
$ |
23,075 |
|
|
$ |
18,283 |
|
Internal-use software
|
|
3 |
- |
7 |
|
|
|
1,967 |
|
|
|
429 |
|
Furniture and fixtures
|
|
5 |
- |
7 |
|
|
|
922 |
|
|
|
319 |
|
Building
|
|
|
39 |
|
|
|
|
320 |
|
|
|
308 |
|
Property and equipment, gross
|
|
|
|
|
|
|
|
26,284 |
|
|
|
19,339 |
|
Accumulated depreciation
|
|
|
|
|
|
|
|
(14,278 |
) |
|
|
(8,968 |
) |
Property and equipment, net
|
|
|
|
|
|
|
$ |
12,006 |
|
|
$ |
10,371 |
|
Depreciation expense was $5,697,000 and $3,696,000 in 2022 and 2021, respectively. These expenses are included in general and administrative expenses or, for assets associated with our processing data centers, are included in cost of services.
Intangible Assets – The Company has intangible assets that consist of customer relationships that are recorded in connection with acquisitions at their fair value based on the purchase price of the asset. Customer relationships are amortized over the life of the related contract. Intangible assets with finite lives are reviewed for impairment following the same approach as long-lived assets. Amortization expense related to intangible assets was $133,000 in 2022 and $100,000 in 2021. At December 31, 2022 and 2021, respectively, the value of intangible assets net of accumulated amortization was $167,000 and $300,000, included in other long-term assets on the Consolidated Balance Sheets.
Marketable Securities – The Company's marketable securities include corporate and municipal debt securities. The Company's marketable securities are accounted for as securities available-for-sale and are classified within current assets in the consolidated balance sheets as the Company may sell these securities at any time for use in its operations, even prior to maturity. The Company carries these marketable securities at fair value, and records any unrealized gain and loss, net of taxes, in accumulated other comprehensive income (loss), a component of stockholders’ equity. The Company records any realized gains or losses on the sale of marketable securities in investment income (loss) on its Consolidated Statement of Operations.
Management regularly reviews whether marketable securities are other-than-temporarily impaired. If any impairment is considered other-than-temporary, the Company writes down the investment to its then fair value and records the corresponding charge through investment income (loss) on its Consolidated Statement of Operations.
Investments – For entities in which we have a 20 to 50 percent ownership interest and over which we exercise significant influence, but do not have control, we account for investments in privately-held companies under the equity method, whereby we record our proportional share of the investee’s net income or net loss as an adjustment to the carrying value of the investment. We account for investments of less than 20 percent in non-marketable equity securities of corporations at the lower of cost or market. Our policy with respect to investments is to record an impairment charge when we conclude that an investment has experienced a decline in value. We have elected to use the measurement alternative for our non-marketable equity securities, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. At least quarterly, we review our investments to determine any impairment in their carrying value and we write-down any impaired asset at quarter-end to our best estimate of its current realizable value. Any such charges could have a material adverse impact on our financial condition or results of operations and are generally not predictable in advance.
At December 31, 2022 and 2021, the aggregate value of investments was $5,180,000 and $6,355,000, respectively.
Fair Value of Financial Instruments – The carrying value of cash, marketable securities, accounts receivable, notes receivable, accounts payable and certain other financial instruments (such as accrued expenses and other current assets and liabilities) included in the accompanying consolidated balance sheets approximates their fair value principally due to the short-term maturity of these instruments.
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, trade accounts and notes receivable. Our available cash is held in accounts managed by third-party financial institutions. Cash may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets.
A concentration of credit risk may exist with respect to trade receivables, as a substantial portion of our customers are concentrated in the financial services industry.
We perform ongoing credit evaluations of customers worldwide and do not require collateral from our customers. Historically, we have not experienced significant losses related to receivables from individual customers or groups of customers in any particular industry or geographic area.
Fair Value Measurements – In determining fair value, we use quoted market prices in active markets. Generally accepted accounting principles (“GAAP”) establishes a fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. GAAP emphasizes that fair value is a market-based measurement, not an entity specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.
GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available. Observable inputs are based on data obtained from sources independent of the Company that market participants would use in pricing the asset or liability. Unobservable inputs are inputs that reflect the Company’s assumptions about the estimates market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The hierarchy is measured in three levels based on the reliability of inputs:
• Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments.
• Level 2 - Valuations based on quoted prices in less active, dealer or broker markets. Fair values are primarily obtained from third party pricing services for identical or comparable assets or liabilities.
• Level 3 - Valuations derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and not based on market, exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections that are not observable in the market and significant professional judgment is needed in determining the fair value assigned to such assets or liabilities.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
The fair value of equity method investments has not been determined as it is impracticable to do so due to the fact that the investee companies are relatively small, early stage private companies for which there is no comparable valuation data available without unreasonable time and expense.
The following tables present the fair value hierarchy for assets and liabilities measured at fair value:
|
|
December 31 2022
|
|
(in thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total Fair Value
|
|
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market accounts
|
|
$ |
17,496 |
|
|
$ |
− |
|
|
$ |
− |
|
|
$ |
17,496 |
|
Marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and municipal debt securities
|
|
|
4,973 |
|
|
|
− |
|
|
|
− |
|
|
|
4,973 |
|
Total assets
|
|
$ |
22,469 |
|
|
$ |
− |
|
|
$ |
− |
|
|
$ |
22,469 |
|
|
|
December 31, 2021
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total Fair Value
|
|
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market accounts
|
|
$ |
26,866 |
|
|
$ |
− |
|
|
$ |
− |
|
|
$ |
26,866 |
|
Marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and municipal debt securities
|
|
|
− |
|
|
|
− |
|
|
|
− |
|
|
|
− |
|
Total assets
|
|
$ |
26,866 |
|
|
$ |
− |
|
|
$ |
− |
|
|
$ |
26,866 |
|
Revenue Recognition – Product revenue consists of fees from software licenses. Service revenue consists of fees for processing services; professional services for software customization, consulting, training; reimbursable expenses; and software maintenance and customer support.
Our software license arrangements generally fall into one of the following four categories:
●
|
an initial contract with the customer to license certain software modules, to provide services to get the customer live on the software (such as training and customization) and to provide post contract support (“PCS”) for a specified period of time thereafter,
|
●
|
purchase of additional licenses for new modules or for tier upgrades for a higher volume of licensed accounts,
|
●
|
other optional standalone contracts, usually performed after the customer is live on the software, for services such as new interfaces or custom features requested by the customer, additional training and problem resolution not covered in annual maintenance contracts, or
|
●
|
contracts for certain licensed software products that involve an initial fee plus recurring monthly fees during the contract life.
|
At contract inception, we assess the products and services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a product or service (or bundle of products or services) that is distinct. A performance obligation is distinct if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify our performance obligations, we consider all of the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We recognize revenue when or as we satisfy a performance obligation by transferring control of a product or service to a customer. Our revenue recognition policies for each of the situations described above are discussed below.
Our software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. Additionally, the purpose in granting these software licenses to a customer is typically to provide the customer a right to use our intellectual property. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. Initial implementation fees do not meet the criteria for separate accounting because the software usually requires significant modification or customization that is essential to its functionality. We recognize revenue related to implementations over the life of the customer once the implementation is complete.
We account for the PCS element contained in the initial contract based on relative standalone selling price, which is annual renewal fees for such services, and PCS is recognized ratably on a straight-line basis over the period specified in the contract as we generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance. Upon renewal of the PCS contract by the customer, we recognize revenues ratably on a straight-line basis over the period specified in the PCS contract. All of our software customers purchase software maintenance and support contracts and renew such contracts annually.
Certain initial software contracts contain specified future service elements for scheduled completion following the implementation, and related recognition, of the initial license. In these instances, after the initial license recognition, where distinct future performance obligations are identified in the contract and we could reliably measure the completion of each identified performance obligation, we have recognized revenue at the time the individual performance obligation was completed.
Purchases of additional licenses for tier upgrades or additional modules are generally recognized as license revenue in the period in which the purchase is made for perpetual licenses.
Services provided under standalone contracts that are optional to the customer and are outside of the scope of the initial contract are single element services contracts. These standalone services contracts are not essential to the functionality of the software contained in the initial contract and generally do not include acceptance clauses or refund rights as may be included in the initial software contracts, as described above. Revenues from these services contracts, which are generally performed within a relatively short period of time, are recognized when the services are complete or in some cases as the services are provided. These revenues generally re-occur as contracts are renewed. Payment terms for professional services may be based on an upfront fixed fee with the remainder due upon completion or on a time and materials basis.
For contracts for licensed software which include an initial fee plus recurring monthly fees for software usage, maintenance and support, we recognize the total fees ratably on a straight-line basis over the estimated life of the contract as services revenue.
Revenues from processing services are typically volume- or activity-based depending on factors such as the number of accounts processed, number of accounts on the system, number of hours of services or computer resources used. For processing services which include an initial fee plus recurring monthly fees for services, we recognize the initial fees ratably on a straight-line basis over the estimated life of the contract as services revenue. The payment terms may include tiered pricing structures with the base tier representing a minimum monthly usage fee. For processing services revenues, we stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of outsourced and transaction-processing services for a specified term or terms. Accordingly, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy our processing services performance obligations over time as the services are provided.
Technology or service components from third parties are frequently embedded in or combined with our products or service offerings. We are often responsible for billing the client in these arrangements and transmitting the applicable fees to the third party. We determine whether we are responsible for providing the actual product or service as a principal, or for arranging for the solution or service to be provided by the third party as an agent. Judgment is applied to determine whether we are the principal or the agent by evaluating whether we have control of the product or service prior to it being transferred to the customer. The principal versus agent assessment is performed at the performance obligation level. Indicators that we consider in determining if we have control include whether we are primarily responsible for fulfilling the promise to provide the specified product or service to the customer, whether we have inventory risk and discretion in establishing the price the customer ultimately pays for the product or service. Depending upon the level of our contractual responsibilities and obligations for delivering solutions to end customers, we have arrangements where we are the principal and recognize the gross amount billed to the customer and other arrangements where we are the agent and recognize the net amount retained.
Revenue is recorded net of applicable sales tax.
Deferred Revenue – Deferred revenue consists of advance payments by software customers for annual or quarterly PCS, advance payments from customers for software licenses and professional services not yet delivered, and initial implementation payments for processing services or bundled license and support services in multi-year contracts. We do not anticipate any loss under these arrangements. Deferred revenue is classified as long-term until such time that it becomes likely that the services or products will be provided within 12 months of the balance sheet date.
Cost of Revenue – For cost of revenue for software contracts, we capitalize the contract specific direct costs, which are included in other current assets and other long-term assets on the Consolidated Balance Sheets and recognize the costs when the associated revenue is recognized. Cost of revenue for services includes direct cost of services rendered, including reimbursed expenses, pass-through third party costs, and data center, network association and compliance costs for processing services. We also capitalize the initial implementation fees for processing services contracts and recognize the costs over the life of the contract when the corresponding revenue is recognized.
Software Development Expense – Development costs are expensed in the period in which they are incurred. Contract specific software development costs are capitalized and recognized when the related contract revenue is recognized.
Warranty Costs –The warranty related to software license contracts consists of a defined number of months (usually three) of PCS after the go-live date, which is accrued as of the go-live date and recognized over the warranty period.
Legal Expense – Legal expenses for continuing operations are recorded as a component of general and administrative expense in the period in which such expenses are incurred.
Stock Based Compensation – We record compensation cost related to unvested stock-based awards by recognizing the unamortized grant date fair value on a straight line basis over the vesting periods of each award. We have estimated forfeiture rates based on our historical experience. Stock option compensation expense for the years ended December 31, 2022 and 2021, has been recognized as a component of general and administrative expenses in the accompanying Consolidated Financial Statements. We recorded $210,000 and $319,000 of stock-based compensation expense for the years ended December 31, 2022 and 2021, respectively.
Pursuant to the 2020 Non-employee Directors’ Stock Incentive Plan, there were 8,808 shares granted in the year ended December 31, 2022, and a total of 4,443 shares were granted in the year ended December 31, 2021. No options were granted in 2022 or 2021.
The fair value of the grants are being amortized over the vesting period for the options. All of the Company’s stock-based compensation expense relates to stock options and stock grants. All stock options were vested and compensation cost recognized as of December 31, 2022.
Income Taxes – We account for income taxes under the liability method. We record deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities. We assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred tax assets. We record a valuation allowance, as necessary, to reduce our deferred tax assets to the amount of future tax benefit that we estimate is more likely than not to be realized.
We record tax benefits for positions that we believe are more likely than not of being sustained under audit examinations. We assess the potential outcome of such examinations to determine the adequacy of our income tax accruals. We recognize interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes on our Consolidated Statements of Operations. We adjust our income tax provision during the period in which we determine that the actual results of the examinations may differ from our estimates or when statutory terms expire. Changes in tax laws and rates are reflected in our income tax provision in the period in which they occur.
Comprehensive Income (Loss) – Comprehensive income (loss) represents net income adjusted for the results of certain stockholders’ equity changes not reflected in the Consolidated Statements of Operations. These items are accumulated over time as “accumulated other comprehensive loss” on the Consolidated Balance Sheets and consist primarily of net earnings/loss, unrealized gains/losses on available for sale securities and foreign currency translation adjustments associated with foreign operations that use the local currency as their functional currency.
Recent Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, to require financial assets carried at amortized cost to be presented at the net amount expected to be collected based on historical experience, current conditions and forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10 and ASU 2019-11 to provide additional guidance on the credit losses standard. The ASUs are effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. We plan to adopt the ASUs on January 1, 2023. The ASUs are currently not expected to have a material impact on our consolidated financial statements.
In March 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" (ASU 2022-02), which eliminates the accounting guidance for troubled debt restructurings (TDRs) by creditors that have adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and enhances certain disclosure requirements. The ASU is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. We plan to adopt the ASUs on January 1, 2023. The adoption of ASU 2022-02 is not expected to have a material impact on our Consolidated Financial Statements.
Recent Accounting Pronouncements Adopted
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We adopted this standard in the first quarter of 2021 and the adoption did not have a material impact on the Consolidated Financial Statements.
In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”), which clarifies certain interactions between the guidance to account for certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities under Topic 321, Topic 323 and Topic 815. For public entities, ASU 2020-01 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2020. We adopted this standard in the first quarter of 2021 and the adoption did not have a material impact on the Consolidated Financial Statements.
We have considered all other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our Consolidated Financial Statements.
Disaggregation of Revenue
In the following table, revenue is disaggregated by type of revenue for the years ended December 31, 2022 and 2021:
Year ended December 31, (in thousands)
|
|
2022
|
|
|
2021
|
|
License
|
|
$ |
16,077 |
|
|
$ |
5,865 |
|
Professional services
|
|
|
29,599 |
|
|
|
25,159 |
|
Processing and maintenance
|
|
|
18,953 |
|
|
|
14,113 |
|
Third party
|
|
|
5,136 |
|
|
|
3,111 |
|
Total
|
|
$ |
69,765 |
|
|
$ |
48,248 |
|
Foreign revenues are based on the location of the customer. Revenues from customers by geographic areas for the years ended December 31, 2022 and 2021 are as follows:
Year ended December 31, (in thousands)
|
|
2022
|
|
|
2021
|
|
United States
|
|
$ |
68,160 |
|
|
$ |
46,733 |
|
Europe
|
|
|
100 |
|
|
|
719 |
|
Middle East
|
|
|
1,505 |
|
|
|
796 |
|
Total
|
|
$ |
69,765 |
|
|
$ |
48,248 |
|
Beginning in 2017, and in subsequent periods we entered into a Loan Agreement and various Promissory Notes with a privately held identity and professional services company with ties to the FinTech industry. In June 2019, we converted the Loan Agreement and all Promissory Notes into equity resulting in ownership of 40 percent of the company. In the fourth quarter of 2022, based on the entity’s decision to exit the media and events business and wind down its operations, we recorded an impairment charge of $1,450,000, included in investment income (loss) on the Consolidated Statement of Operations, to reduce the carrying value of the investee company to $0 as of December 31, 2022. The carrying value of our investment was $1,822,000 at December 31, 2021, included in investments on the Consolidated Balance Sheets. In 2021, the company transferred its advisory business to a new entity. We contributed our note receivable of $2,806,000 and $800,000 of cash for a 28% ownership interest in the new entity. The carrying value of our investment in the new entity was $4,180,000 and $3,615,000 at December 31, 2022 and December 31, 2021, respectively, included in investments on the Consolidated Balance Sheets. We account for these investments using the equity method of accounting which resulted in income of $275,000 and losses of $172,000 for the twelve months ended December 31, 2022 and 2021, respectively, included in investment income (loss) on the Consolidated Statement of Operations.
On December 30, 2016 we signed an agreement to invest $1,000,000 in a privately held technology company and program manager in the FinTech industry. The investment was funded on January 4, 2017. In the quarter ended June 30, 2018, we recorded an impairment charge of $250,000 to reduce the carrying value due to the investee’s limited funding to support its operation and sales and marketing efforts. In the quarter ended March 31, 2020, due to the uncertainty from the economic downturn resulting from the COVID-19 pandemic, we determined that the fair value of our investment was $0 and therefore we recorded an impairment charge of $750,000, included in investment loss on the Consolidated Statement of Operations for the quarter ended March 31, 2020. CoreCard remains in an ongoing business relationship with the company pursuant to a Processing Agreement and a Program Management Services Agreement. CoreCard is positioned to assume the program management aspects of the investee company if the need should arise to ensure their program(s) ongoing viability and the completion of the Processing Agreement with CoreCard. As program manager for this company, we receive cash periodically to fund the customer’s various programs. We held $651,000 and $706,000 at December 31, 2022 and 2021, respectively, in cash on behalf of this customer which is included in other current liabilities on the Consolidated Balance Sheet. There are no legal restrictions on these funds, we therefore present the funds as cash on the Consolidated Balance Sheets.
In the second quarter of 2021, we invested $1,000,000 in a privately held company that provides supply chain and receivables financing. The carrying amount of $1,000,000 is accounted for at cost and is included in investments on the Consolidated Balance Sheet.
We evaluate on a continuing basis whether any impairment indicators are present that would require additional analysis or write-downs of our remaining investments. While we have not recorded an impairment related to these remaining investments as of December 31, 2022, variations from current expectations could impact future assessments resulting in future impairment charges.
4.
|
ACCOUNTS RECEIVABLE AND CUSTOMER CONCENTRATIONS
|
At December 31, 2022 and 2021, our allowance for doubtful accounts was $0. There were no charges against the allowance for doubtful accounts in 2022 or 2021.
The following table indicates the percentage of consolidated revenue from continuing operations and year-end accounts receivable represented by each customer that represented more than 10 percent of consolidated revenue from continuing operations or year-end accounts receivable.
|
|
Revenue
|
|
|
Accounts Receivable
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Customer A
|
|
|
75 |
% |
|
|
71 |
% |
|
|
76 |
% |
|
|
65 |
% |
The amortized cost, unrealized gain (loss), and estimated fair value of the Company's investments in securities available for sale consisted of the following:
|
|
December 31, 2022
|
|
(in thousands)
|
|
Amortized Cost
|
|
|
Gross Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair Value
|
|
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and municipal debt securities
|
|
$ |
4,950 |
|
|
$ |
26 |
|
|
$ |
(3 |
) |
|
$ |
4,973 |
|
The Company had seven separate marketable securities in an unrealized loss position as of December 31, 2022 and the Company held no marketable securities in 2021. The Company did not identify any marketable securities that were other-than-temporarily impaired as of December 31, 2022 and 2021. The Company does not intend to sell any marketable securities that have an unrealized loss at December 31, 2022 and it is not more likely than not that the Company will be required to sell such securities before any anticipated recovery.
The following table summarizes the stated maturities of the Company’s marketable securities:
|
|
December 31, 2022
|
|
|
December 31, 2021
|
|
(in thousands)
|
|
Amortized
Cost
|
|
|
Fair Value
|
|
|
Amortized
Cost
|
|
|
Fair Value
|
|
Due within one year
|
|
$ |
1,594 |
|
|
$ |
1,602 |
|
|
$ |
− |
|
|
$ |
− |
|
Due after one year through three years
|
|
|
3,356 |
|
|
|
3,371 |
|
|
|
− |
|
|
|
− |
|
Total
|
|
$ |
4,950 |
|
|
$ |
4,973 |
|
|
$ |
− |
|
|
$ |
− |
|
The income tax provision from operations consists of the following:
Year ended December 31, (in thousands)
|
|
2022
|
|
|
2021
|
|
Current
|
|
$ |
5,231 |
|
|
$ |
2,951 |
|
Deferred
|
|
|
(77 |
) |
|
|
(227 |
) |
Total
|
|
$ |
5,154 |
|
|
$ |
2,724 |
|
The following is a reconciliation of estimated income taxes at the statutory rate from operations to estimated tax expense (benefit) as reported:
Year ended December 31,
|
|
2022
|
|
|
2021
|
|
Statutory rate
|
|
|
21 |
% |
|
|
21 |
% |
State and local taxes, net of federal benefit
|
|
|
4.7 |
|
|
|
5.8 |
|
Equity compensation
|
|
|
- |
|
|
|
0.3 |
|
Research and development credit
|
|
|
(1.5 |
) |
|
|
(2.6 |
) |
Foreign tax credit
|
|
|
(1.3 |
) |
|
|
(1.3 |
) |
GILTI income inclusion
|
|
|
3.9 |
|
|
|
- |
|
Other
|
|
|
0.3 |
|
|
|
- |
|
Effective rate
|
|
|
27.1 |
% |
|
|
23.2 |
% |
Net deferred tax assets (liabilities) consist of the following at December 31:
(in thousands)
|
|
2022
|
|
|
2021
|
|
Deferred tax (liabilities) assets:
|
|
|
|
|
|
|
|
|
Unrealized loss on investments
|
|
$ |
788 |
|
|
$ |
896 |
|
IRC section 174 costs
|
|
|
822 |
|
|
|
|
|
Foreign Tax Credit
|
|
|
- |
|
|
|
259 |
|
Fixed assets
|
|
|
(1,441 |
) |
|
|
(1,335 |
) |
Other
|
|
|
(124 |
) |
|
|
148 |
|
Total deferred tax asset (liability)
|
|
|
45 |
|
|
|
(32 |
) |
Less valuation allowance
|
|
|
(517 |
) |
|
|
(517 |
) |
Net deferred tax liability
|
|
|
(472 |
) |
|
$ |
(549 |
) |
We had net deferred tax liabilities of approximately $0.5 million at December 31, 2022 and December 31, 2021, respectively. The gross deferred tax asset/liability has been offset by a valuation allowance of $0.5 million in 2022 and 2021, because the Company believes that it is more likely than not that the amount will not be realized. We have maintained a valuation allowance on deferred tax assets resulting from unrealized capital losses as we are not able to conclude that is it more likely than not that these will be realized due to the unpredictability of future capital gains. No deferred taxes have been provided on temporary differences related to investments in foreign subsidiaries because these investments are considered to be permanent.
We have recognized tax benefits from all tax positions we have taken, and there has been no adjustment to any carry forwards (research and development credits) in the past two years. There were no unrecognized tax benefits as of December 31, 2022 and 2021. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.
We file a consolidated U.S. federal income tax return for all subsidiaries in which our ownership equals or exceeds 80%, as well as individual subsidiary returns in various states and foreign jurisdictions. With few exceptions we are no longer subject to U.S. federal, state and local or foreign income tax examinations by taxing authorities for returns filed more than three years ago.
7.
|
COMMITMENTS AND CONTINGENCIES
|
Leases
We have noncancelable operating leases for offices and data centers expiring at various dates through March 2026. These operating leases are included in other long-term assets on the Company's Consolidated Balance Sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are included in other current liabilities and long-term lease obligation on the Company's Consolidated Balance Sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments.
Supplemental Information–Leases
Supplemental information related to our right-of-use assets and related lease liabilities is as follows:
Year Ended December 31,
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
Right-of-use asset, net and lease liabilities (in thousands)
|
|
$ |
3,373 |
|
|
$ |
3,955 |
|
Cash paid for operating lease liabilities (in thousands)
|
|
$ |
1,323 |
|
|
$ |
1,239 |
|
Weighted average remaining lease term (years)
|
|
|
3.2 |
|
|
|
3.5 |
|
Weighted average discount rate
|
|
|
3.4 |
% |
|
|
4.1 |
% |
Maturities of our operating lease liabilities as of December 31, 2022 is as follows:
|
|
Operating Leases
|
|
|
|
(In thousands)
|
|
2023
|
|
$ |
1,315 |
|
2024
|
|
|
993 |
|
2025
|
|
|
603 |
|
2026
|
|
|
490 |
|
Thereafter
|
|
|
68 |
|
Total lease liabilities
|
|
$ |
3,469 |
|
Lease expense for the years ended December 31, 2022 and 2021 consisted of the following:
Year Ended December 31, (in thousands)
|
|
2022
|
|
|
2021
|
|
Cost of revenue
|
|
$ |
779 |
|
|
$ |
892 |
|
General and administrative
|
|
|
362 |
|
|
|
272 |
|
Development
|
|
|
182 |
|
|
|
75 |
|
Total
|
|
$ |
1,323 |
|
|
$ |
1,239 |
|
Legal Matters
There are no pending or threatened legal proceedings. However, in the ordinary course of business, from time to time we may be involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. We accrue for unpaid legal fees for services performed to date.
8.
|
DEFINED CONTRIBUTION PLANS
|
We maintain a 401(k) defined contribution plan covering all U.S. employees. Our matching contributions, net of forfeitures, under the plan, which are optional and based on the level of individual participant’s contributions, amounted to $67,000 and $58,000 in 2022 and 2021, respectively.
9.
|
RELATED PARTY TRANSACTION
|
The lease on our headquarters and primary facility in Norcross, Georgia is held by ISC Properties, LLC, an entity controlled by our Chairman and Chief Executive Officer, J. Leland Strange. Mr. Strange holds a 100% ownership interest in ISC Properties, LLC. We paid rent of $333,000 and $265,000 to ISC Properties, LLC in the years ended December 31, 2022 and 2021, respectively. We have determined that ISC Properties, LLC is not a variable interest entity.
10.
|
STOCK COMPENSATION PLANS
|
A summary of all stock incentive plans for the years ended December 31, 2022 and 2021 was as follows:
|
|
Stock Incentives
Granted
|
|
|
Stock Incentives
Exercised
|
|
|
Stock Incentives
Expired
|
|
|
Stock Incentives
Cancelled
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
2003 Incentive Stock Plan1 §
|
|
|
N/A |
|
|
|
N/A |
|
|
|
- |
|
|
|
67,500 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
2015 Incentive Stock Plan2 §
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Non-Employee Directors’ Stock Option Plan3 §
|
|
|
N/A |
|
|
|
N/A |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
2011 Non-Employee Directors Stock Plan4 §
|
|
|
N/A |
|
|
|
N/A |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
2020 Non-Employee Directors’ Stock Incentive Plan5 † §
|
|
|
8,808 |
|
|
|
4,443 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
2022 Employee Stock Incentive Plan6 † §
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Stock options under all plans are granted at an exercise price equal to fair value on the date of grant and vest over 2-3 years. The following is a summary of all plans as of December 31, 2022:
|
|
Total of All Plans
|
|
|
Fully Vested and
Exercisable
|
|
|
Not Vested
|
|
Options Granted
|
|
|
1,356,500 |
|
|
|
59,000 |
|
|
|
- |
|
Options Exercised
|
|
|
1,014,820 |
|
|
|
N/A |
|
|
|
N/A |
|
Options Cancelled
|
|
|
282,680 |
|
|
|
N/A |
|
|
|
N/A |
|
As of December 31, 2022, there was no unrecognized compensation cost related to stock options granted under the plans.
1 The 2003 Stock Incentive Plan (the “2003 Plan”) was instituted in March 2003. The 2003 Plan authorized the issuance of up to 450,000 options to purchase shares of common stock to officers and key employees, with vesting of such options occurring equally over a 3-year time period. In 2013, the 2003 Plan expired with 197,500 options ungranted.
2 The 2015 Incentive Stock Plan (the “2015 Plan”) was approved by shareholders in June 2015, which authorizes the issuance of up to 750,000 options to purchase shares of common stock to employees and key consultants and advisors.
3 The Non-Employee Directors’ Stock Option Plan (the “Directors Plan”) was instituted in August 2000 that authorized the issuance of up to 200,000 options to purchase shares of common stock to non-employee directors. Upon adoption of the Directors Plan, each non-employee director was granted an option to acquire 5,000 shares. At each Annual Meeting, each director received a grant of 4,000 options, which vest in 50% increments on the first and second anniversary. The Directors Plan expired in 2011, with 60,000 options ungranted.
4 The 2011 Non-Employee Directors Stock Plan (the “2011 Directors Plan”) was approved by shareholders in May 2011 with essentially the same terms and conditions as the Directors Plan.
5 The 2020 Non-Employee Directors’ Stock Incentive Plan (the “2020 Plan”) was approved by shareholders in August 2020, which replaces the 2011 Director Plan and authorizes the issuance of 200,000 shares of common stock to non-employee directors. We expect to grant each independent director $50,000 of stock on the date of each subsequent Annual Meeting.
6 In May 2022, shareholders approved the 2022 Employee Stock Incentive Plan (the “2022 Plan”), which replaces the 2015 Plan and authorizes the issuance of 750,000 shares of common stock to employees. No shares have been granted under the plan as of December 31, 2022.
§ Indicates plans with stock options.
† Indicates plans with stock grants.
Stock option activity during the years ended December 31, 2022 and 2021 was as follows:
|
|
2022
|
|
|
2021
|
|
Options outstanding at January 1
|
|
|
59,000 |
|
|
|
126,500 |
|
Options cancelled
|
|
|
- |
|
|
|
- |
|
Options exercised
|
|
|
- |
|
|
|
67,500 |
|
Options granted
|
|
|
- |
|
|
|
- |
|
Options outstanding at December 31
|
|
|
59,000 |
|
|
|
59,000 |
|
Options available for grant at December 31
|
|
|
932,369 |
|
|
|
881,177 |
|
Options exercisable at December 31
|
|
|
59,000 |
|
|
|
49,000 |
|
Exercise price ranges per share:
|
|
|
|
|
|
|
|
|
Granted
|
|
|
N/A |
|
|
|
N/A |
|
Exercised
|
|
|
N/A |
|
|
|
$ 1.52 |
- |
$1.72 |
|
Outstanding
|
|
|
$3.50 |
- |
$39.11 |
|
|
|
$3.50 |
- |
$39.11 |
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price per share:
|
|
|
|
|
|
|
|
|
Granted
|
|
|
- |
|
|
|
- |
|
Exercised
|
|
|
- |
|
|
$ |
1.59 |
|
Outstanding at December 31
|
|
$ |
17.35 |
|
|
$ |
17.35 |
|
Exercisable at December 31
|
|
$ |
17.35 |
|
|
$ |
16.81 |
|
The following tables summarize information about the stock options outstanding under the Company’s option plans as of
December 31, 2022.
Options Outstanding and Exercisable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of
Exercise Price
|
|
|
Number
Outstanding
|
|
|
Wgt. Avg. Contractual
Life Remaining (in
years)
|
|
|
Wgt. Avg.
Exercise Price
|
|
|
Aggregate
Intrinsic Value
|
|
$3.50 |
- |
$3.86 |
|
|
|
13,000 |
|
|
|
4.2 |
|
|
$ |
3.75 |
|
|
$ |
371,680 |
|
|
$7.80 |
|
|
|
|
8,000 |
|
|
|
5.4 |
|
|
$ |
7.80 |
|
|
$ |
125,550 |
|
|
$19.99 |
|
|
|
|
30,000 |
|
|
|
6.1 |
|
|
$ |
19.99 |
|
|
$ |
269,400 |
|
|
$39.11 |
|
|
|
|
8,000 |
|
|
|
6.4 |
|
|
$ |
39.11 |
|
|
$ |
- |
|
$3.50 |
- |
$39.11 |
|
|
|
59,000 |
|
|
|
5.6 |
|
|
$ |
17.35 |
|
|
|
766,630 |
|
Aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the year ended December 31, 2022, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2022. The amount of aggregate intrinsic value will change based on the fair value of the Company’s common stock.
In 2003, we established a subsidiary of CoreCard Software in Romania for software development and testing activities. In 2006, we established a subsidiary in India for additional software development and testing activities as well as support for processing operations. In October 2020, we opened an office in Dubai, United Arab Emirates to support CoreCard’s expansion of processing services into new markets in the Asia Pacific, Middle East, Africa and European regions. In October 2021, we opened a new location in Bogotá, Colombia where we have technical personnel to support existing customers and continued growth.
At December 31, 2022 and 2021, continuing operations of foreign subsidiaries had assets of $5,594,000 and $5,079,000, respectively, and total liabilities of $1,881,000 and $3,886,000, respectively. The majority of these assets and liabilities are in India. There are no currency exchange restrictions related to our foreign subsidiaries that would affect our financial position or results of operations. Refer to Note 1 for a discussion regarding how we account for translation of non-U.S. currency amounts.
Management considers our subsidiaries, consisting of CoreCard and its affiliate companies, to be one operating segment. Historically, we have described this industry segment as Information Technology Products and Services but as our Company and the financial software and services industries have evolved, we now consider the financial transaction solutions and services (“FinTech”) industry segment to be more appropriate.
Basic earnings per share is computed by dividing net income (numerator) by the weighted average number of common shares outstanding (denominator) during the period and excludes the dilutive effect of stock options. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during a period. In computing diluted income per share, the average stock price for the period is used in determining the number of shares assumed to be reacquired under the treasury stock method for the hypothetical exercise of stock options.
The following tables represent required disclosure of the reconciliation of the income (loss) and the shares used in the basic and diluted income (loss) per share computation:
Year ended December 31, (in thousands, except per share data):
|
|
2022
|
|
|
2021
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net Income
|
|
$ |
13,881 |
|
|
$ |
9,039 |
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average basic shares outstanding
|
|
|
8,574 |
|
|
|
8,777 |
|
Effect of dilutive securities
|
|
|
25 |
|
|
|
33 |
|
Weighted-average diluted shares
|
|
|
8,599 |
|
|
|
8,810 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
1.62 |
|
|
$ |
1.03 |
|
Diluted earnings per share
|
|
$ |
1.61 |
|
|
$ |
1.03 |
|
At December 31, 2022 and 2021, there were 25,000 and 33,000 dilutive stock options exercisable, respectively.
Intelligent Systems (NYSE:INS)
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Intelligent Systems (NYSE:INS)
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