Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2023

OR

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

For the transition period from _________ to _________

Commission file number 1-9330

 

CoreCard Corporation
(Exact name of registrant as specified in its charter)
Georgia	58-1964787
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Meca Way, Norcross, Georgia	30093
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number: (770) 381‑2900

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		CCRD		NYSE

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑ No ☐

 

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

	Large accelerated filer	☐		Accelerated filer	☐
	Non-accelerated filer	☑		Smaller reporting company	☑
				Emerging growth company	☐

 

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

 

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

 

The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2023 was $181,513,363 (computed using the closing price of the common stock on June 30, 2023 as reported by the NYSE).

 

As of February 29, 2024, 8,295,408 shares of common stock of the registrant were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the registrant’s Proxy Statement for its 2024 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission, are incorporated by reference in Part III hereof.

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TABLE OF CONTENTS

 

		Page
Part I
Item
1.	Business	1
1A.	Risk Factors	4
1B.	Unresolved Staff Comments	4
1C.	Cyber security	4
2.	Properties	5
3.	Legal Proceedings	5
4.	Mine Safety Disclosures	5
Part II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
6.	Reserved	6
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
7A.	Quantitative and Qualitative Disclosures About Market Risk	12
8.	Financial Statements	12
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
9A.	Controls and Procedures	13
9B.	Other Information	14
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	14
Part III
10.	Directors, Executive Officers and Corporate Governance	14
11.	Executive Compensation	14
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
13.	Certain Relationships and Related Transactions, and Director Independence	14
14.	Principal Accountant Fees and Services	14
Part IV
15.	Exhibits and Financial Statement Schedules	15
16.	Form 10-K Summary	15
Signatures		16

 

 

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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.

 

ITEM 1.          BUSINESS

 

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 subsidiaries 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 non-U.S. 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, and these subsidiaries perform software development and testing as well as processing operations support.

 

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 are designed to 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.

 

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The CoreCard proprietary software applications are based on CoreCard’s core financial transaction processing platform (CoreENGINE™) and are engineered to 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.

 

The CoreCard software solutions are designed to 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 should 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 we believe that they 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.

●	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.

 

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 2024 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 67% and 75% of our consolidated revenues for the twelve months ended December 31, 2023 and 2022, respectively. We expect future professional services, maintenance, and license revenue from this customer in 2024 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, the level of customization needed by the customer and whether the customer continues its credit card line of business.

 

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.

 

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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 can help customers 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 working to put in place the infrastructure and processes to be able to scale its business successfully, particularly for the Processing Services business.

 

CoreCard has been an innovation-focused company since its inception. We are currently working on the next generation of the CoreCard platform and solutions, which seeks to leverage progress in commercial state-of-the-art distributed technologies alongside now widely adopted agile work methodologies and practices to transform our entire suite of offerings. The new solution set will be designed to be ‘cloud native’ while being cloud vendor agnostic, with the goal of on-demand infinite scalability. In addition to improvements in technology capabilities, the new platform is expected to improve efficiency in product development, operations, and services functions.

 

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 U.S. and international federal, state and local 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 should allow customers to comply with the various governmental regulations. CoreCard 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 Services business, CoreCard provides compliance-related services, including data and network security, customer identification screening and regular reporting. These services are designed to enable CoreCard’s customers to comply with applicable governmental regulations, including but not limited to the Bank Secrecy Act and Anti-Money Laundering regulations, although final responsibility for compliance rests 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 with those changes and regulations. CoreCard has no material 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.

 

For additional 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.

 

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Development Costs

 

We spent $8.5 million and $11.7 million in the years ended December 31, 2023 and 2022, 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 regularly work to improve our financial technology software in response to market requirements and trends, and to changes in and new government regulations, and expect to continue to do so. Additionally, we have invested, and will continue to invest, in development costs relating to the development of next generation platform and solutions.

 

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 29, 2024, we had approximately 1,150 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 12 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 materially different than the general business risks discussed above, in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Form 10-K, or elsewhere in this Form 10-K.

 

ITEM 1A. RISK FACTORS

 

Not required for smaller reporting companies.

 

ITEM 1B.         UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 1C.         CYBER SECURITY

 

CoreCard’s information technology network, infrastructure, and software systems, including integration points to third parties related to the FinTech services the Company offers, are critical to the Company’s business and operations. The Company holds confidential, proprietary, and personal information about its customers, its customers’ customers, employed or contracted personnel, and third-party vendors. In addition, the Company’s business in the FinTech industry requires it to be compliant with Payment Card Industry (PCI) Data Security Standards and U.S. and foreign data and information security mandates specific to its operations and services. To address these items, CoreCard has developed a robust cybersecurity risk management program focused on identifying, assessing and managing cybersecurity risk. The program involves a dedicated team responsible for operational cybersecurity, and includes an internal IT Security Team, PCI Compliance Force, and Emergency Management Team, which together are responsible for developing and executing the Company’s cybersecurity strategy and identifying and mitigating related risks.

 

The IT Security Team consists of five members, led by the Company’s VP of IT, and focuses on the Company’s overall data and cybersecurity. The PCI Compliance Force consists of six members, is led by the Company’s Chief Technology Officer, and focuses on the Company’s compliance with PCI standards. Both teams hold regular meetings to discuss and report on, as applicable, meaningful cybersecurity risks, threats, incidents, and vulnerabilities, and changes in and compliance with industry data and cybersecurity standards. The teams also develop and oversee mitigation and remediation activities within their areas of responsibility. The teams, in conjunction with senior management, work to ensure that the Company is meeting requirements of applicable regulations and that the Company’s third-party vendors are also meeting compliance requirements. The teams are also tasked with the development and maintenance of business continuity plans, security policies and procedures. The Company’s Emergency Management Team, which consists of seven members and is led by the Company’s Chief Executive Officer, has developed business incident response runbooks designed to guide operational staff with a set framework for response and mitigation to cybersecurity incidents and threats. 

 

The Company has also designed its information technology systems and infrastructure to protect its and its customers’ data with industry standard security, and the Company must pass an annual PCI audit with rules specific to the Company’s operation of cardholder data environments. The Company’s cybersecurity defensive protections are focused on detecting and mitigating cybersecurity threats before they can cause harm. The Company performs periodic penetration and vulnerability scan testing on both its internal and external facing infrastructure and systems. All Company employees are required to take cybersecurity training on an annual basis and must pass an examination designed to ensure knowledge transfer. CoreCard also utilizes a third-party security auditor for PCI audits, security training, and cybersecurity risk consulting.

 

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Our full Board of Directors oversees our enterprise risk management, which includes oversight of risks from cybersecurity threats. Our management team provides regular updates to the Board on cybersecurity risks and threats. These updates cover, among other things, our cyber risks and threats, the status of projects to strengthen our information security systems, and the emerging threat landscape. In turn, the Board provides advice and guidance on the adequacy of our initiatives on cybersecurity risk management.

 

The Company faces a number of cybersecurity risks in connection with its business. Based on the information the Company has as of the date of this Form 10-K, the Company does not believe that any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations or financial position. However, cybersecurity threats are constantly evolving, and many of the security measures that the Company has implemented must also evolve over time. While CoreCard seeks to utilize industry standard measures and tools to monitor and address these evolving threats, the Company may not be able to anticipate, prevent or mitigate its cybersecurity risks, the occurrence of which could result in significant legal and financial exposure, theft, damage to the Company’s reputation, interruption of the Company’s business operations, the loss of confidence in the Company’s security measures, and harm to the Company’s business.

 

ITEM 2.          PROPERTIES

 

As of December 31, 2023, 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 U.S. operations. Our Norcross lease was renewed March 1, 2022 for a five-year term. Our Bogota, Colombia lease was signed in November 2021 for a five-year term covering approximately 4,300 square feet of office space. 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 non-U.S. subsidiaries. We lease approximately 8,500 square feet of additional office space in the same facility in Bhopal, India; and in June 2022 we leased an additional facility in Bhopal of approximately 12,500 square feet. We also 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.          LEGAL PROCEEDINGS

 

From time to time, we may be involved in certain claims and litigation arising out of the ordinary course and conduct of business. Management assesses such claims and, if it considers that it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated, provisions for loss are made based on management’s assessment of the most likely outcome. We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.

 

ITEM 4.         MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5.         MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock is listed and traded on the New York Stock Exchange (NYSE) under the symbol “CCRD”. We had 146 shareholders of record as of February 29, 2024. This number does not include beneficial owners of our common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries. The Company has not paid regular dividends in the past and does not intend to pay dividends in the foreseeable future.

 

Repurchases of Securities

 

In April 2021, our Board authorized $10 million for our share repurchase program, all of which has been utilized. In May 2022, the Board authorized an additional $20 million for our share repurchase program. Under this publicly announced program, we are authorized to repurchase shares through open market purchases, privately negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time. We have approximately $14.7 million of authorized share repurchases remaining at December 31, 2023.

 

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The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, 2023:

 

		Total Number of Shares Purchased				Average Price Paid per Share1				Total Number of Shares Purchased as Part of Publicly Announced Program				Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
October 1, 2023 to October 31, 2023			-			$	-				-			$	16,803,000
November 1, 2023 to November 30, 2023			52,301				15.84				52,301			$	15,974,000
December 1, 2023 to December 31, 2023			92,647				14.00				92,647			$	14,678,000
Total			144,948			$	14.66				144,948			$	14,678,000

¹ This price includes per share commissions paid.

 

Equity Compensation Plan Information

 

See Item 12 of Part III of this Form 10-K for information regarding securities authorized for issuance under equity compensation plans, which is incorporated herein by reference.

 

Recent Sales of Unregistered Securities

 

There have been no sales of unregistered securities by the Company during the period covered by this Form 10-K.

 

ITEM 6 .         RESERVED

 

ITEM 7.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Summary

 

Our consolidated operations include our CoreCard Software, Inc. subsidiary and its subsidiary companies in Romania, India, the United Arab Emirates and Colombia as well as a corporate office in Atlanta, Georgia which provides significant administrative, human resources and executive management support.

 

We provide technology solutions and processing services to the financial services market, commonly referred to as the FinTech industry. We derive our product revenue from licensing our comprehensive suite of financial transaction management software to financial institutions, retailers, processors and accounts receivable businesses 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. Our service revenue consists of fees for software maintenance and support for licensed software products, fees for processing services that we provide to companies that outsource their financial transaction processing functions to us, and professional services primarily for software customizations provided to both license and processing customers.

 

Our results vary in part depending on the size and number of software licenses recognized as well as the value and number of professional services contracts recognized in a particular period.

 

As we grow our Processing Services business, we continue to gain economies of scale on the investments we have made in the infrastructure, resources, processes and software features developed over the past number of years to support this growing side of our business. We are adding new processing customers at a faster pace than we are adding new license customers, resulting in steady growth in the processing revenue stream.

 

We also receive license revenue and professional services revenue, including such revenue from Goldman Sachs Group, Inc., which was added as a customer in 2018, referred to as “Customer A” in the Notes to Consolidated Financial Statements. In total, this customer represented 67 percent and 75 percent of our consolidated revenues for 2023 and 2022, respectively. While we expect professional services, maintenance and license revenue from this customer to continue, the amount and timing will be dependent on various factors not in our control such as the number of accounts on file, the level of customization needed by the customer and whether the customer continues the credit card line of business. License revenue from this customer, similar to other license arrangements, is tiered based on the number of active accounts on the system. Once the customer achieves each tier level, they receive a perpetual license up to that number of accounts; inactive accounts do not count toward the license tier. The customer receives an unlimited perpetual license at a maximum tier level that allows them to utilize the software for any number of active accounts. They previously used the software for a single institution, but in the first quarter of 2022 they added an additional customer, General Motors, resulting in additional one-time license fees. Support and maintenance fees are charged based on the tier level achieved and increase at new tier levels. In their most recent Form 10-K filing, Goldman Sachs Group, Inc. classified $2.0 billion of General Motors co-branded credit card loans, which are processed under our agreement with Goldman, as held for sale. Sale of the loans by Goldman would not affect the maintenance revenue that we receive under the agreement, which is set based on the most recently achieved license tier. However, the removal of active accounts following a sale of the loans would proportionately increase the number of accounts that would need to be added to earn the license fees attributable to the next license tier under the agreement. Additionally, selling one of their two portfolios could make it more likely that they exit the credit card business.

 

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On July 20, 2023, we executed an Omnibus Amendment with Goldman covering the following agreements between the Company and Goldman:

●

Software License and Support Agreement, dated as of October 16, 2018 (the “SLSA”);

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Master Professional Services Agreement, dated as of August 1, 2019 (the “MPSA”, and together with the SLSA, the “Agreements”);

●

Schedule of Work No. 1 to Professional Services Agreement, dated as of August 1, 2019, and Amendment No. 2 to Schedule of Work No. 1, dated as of January 13, 2021 (“SOW 1”); and

●

Schedule of Work No. 2 to Professional Services Agreement, dated as of August 1, 2019, and Amendment No. 2 to Schedule of Work No. 2, dated as of January 13, 2021 (“SOW 2”, and together with SOW 1, the “SOWs”).

 

The Amendment, which was effective as of July 1, 2023, extends the Support Services term of the SLSA through June 30, 2026, and extends the term of the SOWs through June 30, 2025. Among other things, the Amendment also (i) converts the payment terms under SOW 2 from a time and materials basis to a fixed monthly fee with annual adjustments based on changes to the Consumer Price Index, resulting in recurring rather than variable revenue for the Company, and (ii) modifies the service level agreements and related service level credits and recoveries related to defined performance metrics, under the Agreements and SOWs. All other material terms of the Agreements and SOWs, as amended, remain unchanged.

 

The infrastructure of our multi-customer environment is designed to be scalable for the future. A significant portion of our expense is related to personnel, including more than 1,100 employees located in India, Romania, the United Arab Emirates and Colombia. In 2017, we opened a second office in India, located near Mumbai, to enable us to attract the level of talent required for our software development and testing. 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 to support existing customers and continued growth. Our ability to hire and train employees on our processes and software impacts our ability to onboard new customers and deliver professional services for software customizations. In addition, we have certain corporate office expenses associated with being a public company that impact our operating results.

 

Our revenue, results of operations and financial performance fluctuates from period to period and our results are not necessarily indicative of the results to be expected in future periods. It is difficult to predict the level of consolidated revenue and financial performance on a quarterly basis for various reasons in addition to those noted above, including the following:

 

●

Software license revenue in a given period may consist of a relatively small number of contracts, and contract values can vary considerably depending on the software product and scope of the license sold. Consequently, even minor delays in delivery under a software contract, which may be out of our control, could have a significant and unpredictable impact on the consolidated revenue that we recognize in a given quarterly or annual period.

●	Customers may decide to postpone or cancel a planned implementation of our software for any number of reasons, which may be unrelated to our software or contract performance, that may affect the amount, timing and characterization of our deferred and/or recognized revenue.

●	Customers typically require our professional services to modify or enhance their CoreCard software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period.

●	The timing of new processing customer implementations is often dependent on third party approvals or processes which are typically not under our direct control.

 

We continue to believe that we have a strong cash position, and we intend to use cash balances to support the domestic and international operations associated with our CoreCard business and to expand our operations in the FinTech industry through financing the growth of CoreCard and, if appropriate opportunities become available, through acquisitions of businesses in this industry. In May 2022, the Board authorized a new $20 million share repurchase program, and we had approximately $14.7 million of authorized share repurchases remaining at December 31, 2023.

 

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Results of Operations

 

The following discussion should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements presented in this Annual Report.

 

Revenue – Total revenue for the year ended December 31, 2023 was $56,004,000 which represents a 20 percent decrease over 2022.

 

●

Revenue from services was $54,210,000 in 2023, which represents a one percent increase from 2022 revenue of $53,688,000. Revenue from transaction processing services and software maintenance and support services were greater in 2023 as compared to 2022 due to an increase in the number of customers and accounts on file. This increase was partially offset by a decrease in the number and value of professional services contracts completed in 2023, primarily related to lower professional services revenue from our largest customer, Goldman Sachs Group, Inc. We expect that processing services will continue to grow as our customer base increases; however, the time required to implement new customer programs could be delayed due to third party integration and approval processes and other factors. It is difficult to predict with accuracy the number and value of professional services contracts that our customers will require in a given period. Customers typically request our professional services to modify or enhance their CoreCard software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period.

 

●

Revenue from products, which includes software license fees, was $1,794,000 in 2023, a decrease of 89 percent from 2022 revenue of $16,077,000. One new license tier was achieved in 2023. In the first quarter of 2022 our largest customer added a new institution to our platform, resulting in one-time license fees, as discussed above, and multiple new tiers due to the additional active accounts added from a conversion completed in the first quarter of 2022 and account growth from existing customers.

 

Cost of Revenue – Total cost of revenue was 65 percent and 47 percent of total revenue for the twelve months ended December 31, 2023 and 2022, respectively. The increase as a percentage of revenue is primarily driven by lower license revenue in addition to hiring offshore technical personnel in India and investments in our infrastructure in 2023, 2022 and previous years. Cost of revenue includes costs to provide annual maintenance and support services to our installed base of licensed customers, costs to provide professional services and costs to provide our financial transaction processing services. The cost and gross margins on such revenues can vary considerably from period to period depending on the customer mix, customer requirements and project complexity as well as the mix of our U.S. and offshore employees working on the various aspects of services provided. In addition, we continue to devote the resources necessary to support our growing processing business, including direct costs for regulatory compliance, infrastructure, network certifications and customer support. Investments in our infrastructure in recent years are in anticipation of adding customers in future periods. As such, we will not experience economies of scale unless we add additional customers, as anticipated. This may be subject to change in the future if new regulations or processing standards are implemented causing us to incur additional costs to comply.

 

Operating Expenses – For the twelve months ended December 31, 2023, total operating expenses from consolidated operations were lower as compared to the corresponding period in 2022 primarily due to lower development expenses, partially offset by higher general and administrative expenses. Development expenses were lower mainly due to lower bonus accruals, partially offset by hiring additional offshore technical personnel. Additionally, we hired additional U.S. and non-U.S. technical personnel to work on the development of an updated platform a portion of which is capitalized, however amounts not eligible for capitalization result in higher development expenses. General and administrative expenses increased due to higher salaries expenses due to an increase in headcount. Marketing expenses decreased 8 percent in 2023. Our client base increased in 2023 and 2022 with minimal marketing efforts as we continue to have prospects contact us via online searches and industry referrals; however, we will continue to re-evaluate our marketing expenditures as needed to competitively position the Processing Services business. We added sales personnel in the fourth quarter of 2023 that will result in increased future marketing expenses.

 

Investment Income (Loss) – Investment Income (Loss) was a loss of $1,579,000 in 2023 and loss of $1,144,000 in 2022. The 2023 investment losses primarily relate to the $1,000,000 impairment charge on a cost method investment in the third quarter of 2023 and equity method losses of $773,000. The 2022 investment losses primarily relate to a fourth quarter 2022 impairment charge of $1,450,000 on an equity method investment, partially offset by income on equity method investments. Our investments are discussed further in Note 4.

 

Other Income, net – Other Income, net was $765,000 in 2023 and $226,000 in 2022. The increase results from higher interest rates and higher cash balances in the 2023 period.

 

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Income Taxes – We recorded income tax expense of $1,102,000 and $5,154,000 in 2023 and 2022, respectively, an effective tax rate of 24.5% and 27.1% in 2023 and 2022, respectively. The decrease in our effective tax rate was primarily due to higher income in lower tax foreign locations. We expect our future effective tax rate to be within the range of 25-27%.

 

Liquidity and Capital Resources

 

Our cash balance at December 31, 2023 was $26,918,000 compared to $20,399,000 at December 31, 2022. During the year ended December 31, 2023, cash provided by operations was $16,810,000 compared to cash provided by operations of $9,864,000 for the year ended December 31, 2022. The increase is primarily due to a lower accounts receivable balance, higher deferred revenue and other current liabilities, partially offset by lower net income and higher deferred tax asset balances. There are no material disputes related to outstanding accounts receivable balances, some of which is past due at December 31, 2023, however we have concluded the entire balance is collectible.

 

During the year ended December 31, 2023, we invested $2,521,000 in publicly traded multi sector corporate, municipal debt and treasury securities, offset by related maturities of $2,264,000.  During the year ended December 31, 2022, we invested $6,944,000 in publicly traded multi sector corporate, municipal debt and treasury securities, offset by related maturities of $1,975,000, which is described in more detail in Note 6 of the Notes to Consolidated Financial Statements.

 

During the year ended December 31, 2023, we used $5,245,000 of cash to acquire computer equipment and related software and for personnel and contractor development costs for the development of a new processing platform, to enhance our existing processing environment in the U.S., a new data center in India for international operations and technical resources added in our India office. 

 

We do not expect to pay any regular or special dividends in the foreseeable future. We expect to have sufficient liquidity from cash on hand as well as projected customer payments to support our operations and capital equipment purchases in the foreseeable future. Currently we expect to use cash in excess of what is required for our current operations for opportunities we believe will expand our FinTech business, as exemplified in transactions described in Note 3 and 4, although there can be no assurance that appropriate opportunities will arise. In April 2021, the Board authorized $10 million for our share repurchase program, all of which has been utilized. In May 2022, the Board authorized an additional $20 million for share repurchases. We made share repurchases of $3.7 million in 2023, and $5.3 million in share repurchases in 2022. We have approximately $14.7 million of authorized share repurchases remaining at December 31, 2023.

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. We consider certain accounting policies related to revenue recognition and valuation of investments to be critical policies due to the estimation processes involved in each. For a detailed description on the application of these and other accounting policies, see Note 1 to the Consolidated Financial Statements.

 

Revenue Recognition – Product revenue consists of fees from software licenses. Service revenue consists of fees for processing services; professional services for software customization, consulting, and 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 after the initial contract,

●	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.

 

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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.

 

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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 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. 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.

 

Valuation of Investments – We hold minority interests in non-publicly traded companies whose values are not readily determinable and are based on management’s estimate of realizability of the value of the investment. Future adverse changes in market conditions, poor operating results, lack of progress of the investee company or its inability to raise capital to support its business plan could result in investment losses or an inability to recover the current carrying value of the investment. Our policy with respect to minority interests is to record an impairment charge when we conclude an investment has experienced a decline in value that is other than temporary. 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.

 

We hold a 26.5% ownership interest in a privately held identity and professional services company with ties to the FinTech industry. The investee raised an additional $2.7 million in the fourth quarter of 2023. CoreCard participated in the new investment and contributed an additional $500,000, bringing the carrying value of our investment to $3,907,000 at December 31, 2023, included in investments on the Consolidated Balance Sheets. We account for this investment using the equity method of accounting which resulted in losses of $773,000 and income of $275,000 for the twelve months ended December 31, 2023 and 2022, respectively, included in investment income (loss) on the Consolidated Statement of Operations.

 

In the second quarter of 2021, we invested $1,000,000 in a privately held company that provides supply chain and receivables financing. During the third quarter of 2023, due to the failure of the business to successfully monetize its product offerings, we recorded an impairment charge of $1,000,000 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, 2023.

 

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, 2023, variations from current expectations could impact future assessments resulting in future impairment charges.

 

Off-Balance Sheet Arrangements

 

We do not currently have any off-balance sheet arrangements that are reasonably likely to have a current or future material adverse effect on our financial condition, liquidity or results of operations.

 

Factors That May Affect Future Operations

 

Future operations are subject to risks and uncertainties that may negatively impact our future results of operations or projected cash requirements. It is difficult to predict future quarterly and annual results with certainty.

 

Among the numerous factors that may affect our consolidated results of operations or financial condition are the following:

 

●

Goldman Sachs Group, Inc., our largest customer, represented 67% of our consolidated revenues for the twelve months ended December 31, 2023. In the event of material failures to meet contract obligations related to the services provided, there is risk of breach of contract and loss of the customer and related future revenues. Additionally, loss of the customer and related future revenues or a reduction in revenues could result if they or their customers choose an alternative service provider, build an in-house solution, or decide to exit the business or service line that falls under the services that we provide for them. In their most recent Form 10-K filing, Goldman Sachs Group, Inc. classified $2.0 billion of General Motors co-branded credit card loans as held for sale, which could make it more likely that they exit the credit card business. The General Motors program was added to their portfolio in the first quarter of 2022.

 

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●

Weakness or instability in the global financial markets could have a negative impact due to potential customers (most of whom perform some type of financial services) delaying decisions to purchase software or initiate processing services.

●

Increased federal and state regulations and reluctance by financial institutions to act as sponsor banks for prospective customers could result in losses and additional cash requirements.

●

Delays in software development projects could cause our customers to postpone implementations or delay payments, which would increase our costs and reduce our revenue and cash.

●

We could fail to deliver software products which meet the business and technology requirements of our target markets within a reasonable time frame and at a price point that supports a profitable, sustainable business model.

●

Our processing business is impacted, directly or indirectly, by more regulations than our licensed software business. If we fail to provide services that comply with (or allow our customers to comply with) applicable regulations or processing standards, we could be subject to financial or other penalties that could negatively impact our business.

●

A security breach in our platform could expose confidential information of our customers’ account holders, hackers could seize our digital infrastructure and hold it for ransom or other cyber risk events could occur and create material losses in excess of our insurance coverage and have an adverse effect on our business, reputation, or results of operations.

●

Software errors or poor-quality control may delay product releases, increase our costs, result in non-acceptance of our software by customers or delay revenue recognition.

●

We could fail to expand our base of customers as quickly as anticipated, resulting in lower revenue and profits and increased cash needs.

●

We could fail to retain key software developers and managers who have accumulated years of know-how in our target markets and company products or fail to attract and train a sufficient number of new software developers and testers to support our product development plans and customer requirements at projected cost levels.

●

Increasing and changing government regulations in the United States and foreign countries related to such issues as data privacy, financial and credit transactions could require changes to our products and services which could increase our costs and could affect our existing customer relationships or prevent us from getting new customers.

●

Delays in anticipated customer payments for any reason would increase our cash requirements and could adversely impact our profits.

●

Competitive pressures (including pricing, changes in customer requirements and preferences, and competitor product offerings) may cause prospective customers to choose an alternative product solution, resulting in lower revenue and profits (or losses).

●

Our future capital needs are uncertain and depend on a number of factors; additional capital may not be available on acceptable terms, if at all.

●

Volatility in the markets, including as a result of political instability, civil unrest, war or terrorism, or pandemics or other natural disasters, such as the recent outbreak of coronavirus, could adversely affect future results of operations and could negatively impact the valuation of our investments.

●

Other general economic and political conditions could cause customers to delay or cancel purchases.

 

Recent Accounting Pronouncements – Refer to Note 1 of the Notes to Consolidated Financial Statements.

 

ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

ITEM 8.         FINANCIAL STATEMENTS

 

The following Consolidated Financial Statements and related report of independent registered public accounting firm are included in this report and are incorporated by reference in Part II, Item 8 hereof. See Index to Financial Statements on page F-1 hereof.

 

Report of Independent Registered Public Accounting Firm – Nichols, Cauley & Associates, LLC (PCAOB ID 281)

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

 

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ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.         CONTROLS AND PROCEDURES

 

(a)    Evaluation of disclosure controls and procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective at that reasonable assurance level.

 

(b)    Changes in internal control over financial reporting

 

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment.

 

There were no significant changes in the Company’s internal control over financial reporting or in other factors identified in connection with this evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

(c)    Management’s report on internal control over financial reporting

 

The management of CoreCard Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a – 15(f) under the Securities Exchange Act of 1934. The Company maintains accounting and internal control systems which are intended to provide reasonable assurance that the assets are safeguarded against loss from unauthorized use or disposition, transactions are executed in accordance with management’s authorization, and accounting records are reliable for preparing financial statements in accordance with accounting principles generally accepted in the United States of America.

 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, risk.

 

The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on our evaluation management believes that, as of December 31, 2023, the Company’s internal control over financial reporting is effective based on those criteria.

 

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ITEM 9B.         OTHER INFORMATION

 

During the fiscal quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “Non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K .

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not Applicable.

 

PART III

 

ITEM 10.         DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Please refer to the subsection entitled “Proposal 1 - The Election of One Director - Nominee” and “Proposal 1 – The Election of One Director – Executive Officers” in our Proxy Statement for the 2024 Annual Meeting of Shareholders (the “Proxy Statement”) for information about the individual nominated as director and about the directors and executive officers of the Company. This information is incorporated into this Item 10 by reference. Information regarding compliance by directors and executive officers of the Company and owners of more than 10 percent of our common stock with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, is contained under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement, if applicable. This information is incorporated into this Item 10 by reference. Information regarding the Company’s Audit Committee and its composition is contained under the caption “Proposal 1 – The Election of One Director - Nominee” and “Proposal 1 – The Election of One Director – Meetings and Committees of the Board of Directors” in the Proxy Statement. This information is incorporated into this Item 10 by reference.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors.

 

We have a Code of Ethics that applies to all directors, officers, and employees. The Code of Ethics is posted on our website at www.corecard.com. We also disclose on our website, within the time required by the rules of the SEC, any waivers of, or amendments to, the Code of Ethics for the benefit of an executive officer.

 

ITEM 11.         EXECUTIVE COMPENSATION

 

Please refer to the subsection entitled “Proposal 1 - The Election of One Director - Executive Compensation” in the Proxy Statement for information about management compensation. This information is incorporated into this Item 11 by reference.

 

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in our 2024 Proxy Statement is incorporated herein by reference.

 

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The lease on our headquarters and primary facility at One Meca Way, Norcross, Georgia is held by ISC Properties, LLC, an entity controlled by J. Leland Strange, our Chairman and Chief Executive Officer. Mr. Strange holds a 100% ownership interest in ISC Properties, LLC. We paid ISC Properties, LLC $357,000 and $333,000 in the years ended December 31, 2023 and 2022, respectively.

 

Please refer to the subsection entitled “Proposal 1 - The Election of One Director - Nominee” in the Proxy Statement referred to in Item 10 for information regarding the independence of the Company’s directors. This information is incorporated into this Item 13 by reference.

 

ITEM 14.         PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Please refer to the subsection entitled “Independent Registered Public Accountants” in the Proxy Statement for information about the fees paid to and services performed by our independent public accountants. This information is incorporated into this Item 14 by reference.

 

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PART IV

 

ITEM 15.          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

We are filing the following exhibits with this report or incorporating them by reference to earlier filings. Shareholders may request a copy of any exhibit by contacting Matthew A. White, Secretary, CoreCard Corporation, One Meca Way, Norcross, Georgia 30093; telephone [phone]. There is a charge of $.50 per page to cover expenses of copying and mailing.

 

3.1	Amended and Restated Articles of Incorporation of the Registrant dated August 3, 2022. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q dated November 2, 2022.)

 

3.2	Amended and Restated Bylaws of the Registrant dated December 15, 2021. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated December 15, 2021.)

 

4.1	Description of the Company’s Securities Registered under Section 12 of the Securities Exchange Act of 1934. (Incorporated by reference to Item 1 of the Registrant’s Form 8-A filed May 26, 2021.)

 

10.1	Lease Agreement dated March 1, 2022, between the Registrant and ISC Properties, LLC. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated March 3, 2022.)

 

10.2	Management Compensation Plans and Arrangements:

(a)

2015 Employee Stock Incentive Plan

(b)

2011 Non-Employee Directors Stock Option Plan

(c)

2020 Non-Employee Directors’ Stock Incentive Plan

(d)

2022 Employee Stock Incentive Plan

 

 Exhibit 10.2(a) is incorporated by reference to the Registrant’s 2015 Definitive Proxy Statement on Schedule 14A.

 Exhibit 10.2(b) is incorporated by reference to the Registrant’s 2011 Definitive Proxy Statement on Schedule 14A.

 Exhibit 10.2(c) is incorporated by reference to the Registrant’s 2020 Definitive Proxy Statement on Schedule 14A.

 Exhibit 10.2(d) is incorporated by reference to the Registrant’s 2022 Definitive Proxy Statement on Schedule 14A.

 

10.3	Omnibus Amendment to GS-CoreCard Agreement (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q dated November 1, 2023.)

 

21.1	List of subsidiaries of Registrant.

 

23.1	Consent of Nichols, Cauley & Associates, LLC.

 

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

97.1	Clawback Policy and Procedures, Recovery of Erroneously Awarded Compensation

 

101.INS

Inline XBRL Instance Document ***

 

101.SCH

Inline XBRL Taxonomy Extension Schema ***

 

101.CAL

Inline XBRL Taxonomy Extension Calculation ***

 

101.DEF

Inline XBRL Taxonomy Extension Definitions ***

 

101.LAB

Inline XBRL Taxonomy Extension Labels ***

 

101.PRE

Inline XBRL Taxonomy Extension Presentation ***

 

104	Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101

 

***

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

ITEM 16.          FORM 10-K SUMMARY

 

None.

 

15

---

 

 

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.

 

	CORECARD CORPORATION Registrant
Date: March 1, 2024	By:	/s/ J. Leland Strange
		J. Leland Strange
		Chairman of the Board, President and Chief Executive Officer

 

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	Capacity	Date
/s/ J. Leland Strange      J. Leland Strange	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	March 1, 2024
/s/ Matthew A. White      Matthew A. White	Chief Financial Officer (Principal Accounting and Financial Officer)	March 1, 2024
/s/ A. Russell Chandler III      A. Russell Chandler III	Director	March 1, 2024
/s/ Philip H. Moise      Philip H. Moise	Director	March 1, 2024
/s/ Kathryn Petralia      Kathryn Petralia	Director	March 1, 2024

 

16

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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	F-2
Consolidated Balance Sheets at December 31, 2023 and 2022	F-4
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022	F-5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022	F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-7
Notes to Consolidated Financial Statements	F-8

 

F-1

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Nichols, Cauley & Associates, LLC 3550 Engineering Drive, Suite 250 Peachtree Corners, Georgia 30092 404-214-1301 FAX [phone] [e-mail]

 

 

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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, 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.

 

F-2

---

 

 

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 4 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 Company activities related to the identification of events or changes in circumstances indicating that the carrying amount of an investment might not be recoverable.

-

We evaluated the information obtained by the Company to assess investee financial activities and business operations.

-

We reviewed with the Company the process for evaluating investee documentation for consideration of events or changes in circumstances.

-

We evaluated the Company process for assessing events or changes in circumstances.

 

/s/ Nichols, Cauley and Associates, LLC

 

We have served as the Company’s auditor since 2015.

 

281

Atlanta, Georgia

 

February 29, 2024

 

F-3

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CoreCard Corporation

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

As of December 31,		2023				2022
ASSETS
Current assets:
Cash and cash equivalents		$	26,918			$	20,399
Marketable securities			5,230				4,973
Accounts receivable, net			7,536				13,220
Other current assets			4,805				3,729
Total current assets			44,489				42,321
Investments			4,062				5,180
Property and equipment, at cost less accumulated depreciation			11,319				12,006
Other long-term assets			3,956				3,725
Total assets		$	63,826			$	63,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,557			$	2,011
Deferred revenue, current portion			2,310				1,094
Accrued payroll			2,172				1,888
Accrued expenses			971				525
Other current liabilities			2,530				2,025
Total current liabilities			9,540				7,543
Deferred revenue, net of current portion			265				473
Deferred tax liability			–				472
Long-term lease obligation			1,121				1,981
Other long-term liabilities			196				–
Total noncurrent liabilities			1,582				2,926
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, $0.01 par value: Authorized shares - 20,000,000; Issued shares – 9,016,140 and 9,010,119 at December 31, 2023 and 2022, respectively; Outstanding shares – 8,295,408 and 8,502,735 at December 31, 2023 and 2022, respectively			90				90
Additional paid-in capital			16,621				16,471
Treasury stock, 720,732 and 507,384 shares as of December 31, 2023 and 2022, respectively, at cost			(20,359	)			(16,662	)
Accumulated other comprehensive loss			32				(61	)
Accumulated income			56,320				52,925
Total stockholders’ equity			52,704				52,763
Total liabilities and stockholders’ equity		$	63,826			$	63,232

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-4

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CoreCard Corporation

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 

Year Ended December 31,		2023				2022
Revenue
Services		$	54,210			$	53,688
Products			1,794				16,077
Total net revenue			56,004				69,765
Cost of revenue
Services			36,571				32,664
Products			–				–
Total cost of revenue			36,571				32,664
Expenses
Marketing			310				336
General and administrative			5,334				5,112
Development			8,478				11,700
Income from operations			5,311				19,953
Investment loss			(1,579	)			(1,144	)
Other income, net			765				226
Income before income taxes			4,497				19,035
Income tax expense			1,102				5,154
Net income		$	3,395			$	13,881
Earnings per share:
Basic		$	0.40			$	1.62
Diluted		$	0.40			$	1.61
Basic weighted average common shares outstanding			8,457,714				8,574,019
Diluted weighted average common shares outstanding			8,474,123				8,598,546

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

 

Year Ended December 31,		2023				2022
Net income		$	3,395			$	13,881
Other comprehensive income (loss):
Unrealized gain on marketable securities			126				23
Foreign currency translation adjustments			(33	)			110
Total comprehensive income		$	3,488			$	14,014

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-5

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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, 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
Common stock repurchased*			(213,348	)											(3,697	)											(3,697	)
Net income																							3,395				3,395
Stock compensation expense			6,021								150																150
Unrealized gain on marketable securities																			126								126
Foreign currency translation adjustment																			(33	)							(33	)
Balance at December 31, 2023			8,295,408			$	90			$	16,621			$	(20,359	)		$	32			$	56,320			$	52,704

 

*At December 31, 2023, approximately $14,678,000 was authorized for future repurchases of our common stock.

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-6

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CoreCard Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

		Year Ended December 31,
CASH PROVIDED BY (USED IN):		2023				2022
OPERATING ACTIVITIES:
Net income		$	3,395			$	13,881
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			6,256				5,697
Stock-based compensation expense			150				210
Benefit for deferred income taxes			(1,573	)			(77	)
Non-cash investment loss			1,000				1,450
Non-cash interest income			–				(55	)
Equity in loss (gain) of affiliate company			773				(275	)
Changes in operating assets and liabilities:
Accounts receivable, net			5,684				(7,673	)
Other current assets			(983	)			(1,756	)
Other long-term assets			254				(25	)
Accounts payable			(690	)			751
Accrued payroll			284				(257	)
Deferred revenue, current portion			1,216				(1,169	)
Accrued expenses			446				121
Other current liabilities			806				(1,268	)
Deferred revenue, net of current portion			(208	)			309
Net cash provided by operating activities			16,810				9,864
INVESTING ACTIVITIES:
Purchases of property and equipment			(5,245	)			(8,735	)
Advances on note and interest receivable			(650	)			–
Purchase of long-term investment			(655	)			–
Proceeds from payments on notes receivable			202				220
Purchases of marketable securities			(2,521	)			(6,944	)
Maturities of marketable securities			2,264				1,975
Net cash used in investing activities			(6,605	)			(13,484	)
FINANCING ACTIVITIES:
Repurchases of common stock			(3,653	)			(5,335	)
Net cash used in financing activities			(3,653	)			(5,335	)
Effects of exchange rate changes on cash			(33	)			110
Net increase (decrease) in cash			6,519				(8,845	)
Cash at beginning of year			20,399				29,244
Cash at end of year		$	26,918			$	20,399
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes		$	1,347			$	6,615
Purchases of property and equipment, accrued but not paid		$	461			$	225

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-7

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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, 2023 and 2022 is adequate. However, actual write-offs might exceed the recorded allowance. Refer to Note 5 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.

 

F-8

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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 material amortization expense related to internal-use software in the periods ended December 31, 2023 or 2022.The cost of each major class of property and equipment at December 31, 2023 and 2022 is as follows:

 

(in thousands)		Useful life in years					2023				2022
Property and equipment		3	-	5			$	25,382			$	23,075
Internal-use software		3	-	7				5,015				1,967
Furniture and fixtures		5	-	7				1,044				922
Building			39					324				320
Property and equipment, gross								31,765				26,284
Accumulated depreciation								(20,446	)			(14,278	)
Property and equipment, net							$	11,319			$	12,006

 

Depreciation expense was $6,256,000 and $5,697,000 in 2023 and 2022, 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 2023 and $133,000 in 2022. At December 31, 2023 and 2022, respectively, the carrying amount of intangible assets net of accumulated amortization was $34,000 and $167,000, included in other long-term assets on the Consolidated Balance Sheets.

 

Marketable Securities – The Company's marketable securities include corporate, municipal debt and treasury 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, 2023 and 2022, the aggregate value of investments was $4,062,000 and $5,180,000, 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.

 

F-9

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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, 2023
(in thousands)		Level 1				Level 2				Level 3				Total Fair Value
Cash equivalents
Money market accounts		$	23,048			$	−			$	−			$	23,048
Marketable securities
Corporate, municipal debt and treasury securities			5,230				−				−				5,230
Total assets		$	28,278			$	−			$	−			$	28,278

 

		December 31, 2022
		Level 1				Level 2				Level 3				Total Fair Value
Cash equivalents
Money market accounts		$	17,496			$	−			$	−			$	17,496
Marketable securities
Corporate, municipal debt and treasury securities			4,973				−				−				4,973
Total assets		$	22,469			$	−			$	−			$	22,469

 

F-10

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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.

 

F-11

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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, 2023 and 2022, has been recognized as a component of general and administrative expenses in the accompanying Consolidated Financial Statements. We recorded $150,000 and $210,000 of stock-based compensation expense for the years ended December 31, 2023 and 2022, respectively.

 

Pursuant to the 2020 Non-employee Directors’ Stock Incentive Plan, there were 6,021 shares granted in the year ended December 31, 2023, and a total of 8,808 shares were granted in the year ended December 31, 2022. No options were granted in 2023 or 2022.

 

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, 2023.

 

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.

 

F-12

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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 November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Amendments to Topic 280). This standard was issued to improve the disclosures about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. Topic 280 currently requires certain information about its reportable segments. The amendments in the ASU do not change or remove those disclosure requirements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of the ASU is on a retrospective basis. We will adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2024. We are currently evaluating the impact the adoption of the new accounting guidance will have on our segment disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard was issued to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this ASU address transparency about income tax information through disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. The ASU should be applied on a prospective basis. Retrospective application is permitted. We will adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2025. We are currently evaluating the impact the adoption of the new accounting guidance will have on our income tax disclosures.

 

Recent Accounting Pronouncements 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 adopted the ASUs on January 1, 2023, which did not 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 adopted the ASUs on January 1, 2023, which did not have a material impact on our 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.

 

F-13

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2.

REVENUE

 

Disaggregation of Revenue

 

In the following table, revenue is disaggregated by type of revenue for the years ended December 31, 2023 and 2022:

 

Year ended December 31, (in thousands)		2023				2022
License		$	1,794			$	16,077
Professional services			28,237				29,599
Processing and maintenance			22,439				18,953
Third party			3,534				5,136
Total		$	56,004			$	69,765

 

Foreign revenues are based on the location of the customer. Revenues from customers by geographic areas for the years ended December 31, 2023 and 2022 are as follows:

 

Year ended December 31, (in thousands)		2023				2022
United States		$	53,915			$	68,160
Europe			116				100
Middle East			1,973				1,505
Total		$	56,004			$	69,765

 

 

3.	NOTES RECEIVABLE

 

In February 2021, we entered into and advanced a $550,000 Promissory Note with a privately held technology company and program manager in the FinTech industry. The note had an interest rate of 4.6 percent annually and was paid in full in August 2023. In September 2023, we entered into and advanced a $450,000 Promissory Note with a maturity date of October 2025 and an annual interest rate of 5.25 percent. In December 2023, we entered into and advanced a $200,000 Promissory Note with a maturity date of October 2025 and an annual interest rate of 5.25 percent. The carrying value of the current portion of our notes receivable of $240,000 at December 31, 2023 is included in other current assets on the Consolidated Balance Sheets. The carrying value of the noncurrent portion of our note receivable of $364,000 at December 31, 2023 is included in other long-term assets on the Consolidated Balance Sheets.

 

 

4.	INVESTMENTS

 

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. 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 percent ownership interest in the new entity. As of December 31, 2023, we held a 26.5 percent ownership interest in the new entity. The investee raised an additional $2.7 million in the fourth quarter of 2023. CoreCard participated in the new investment and contributed an additional $500,000. The carrying value of our investment was $3,907,000 at December 31, 2023, and $4,180,000 at December 31, 2022, included in investments on the Consolidated Balance Sheets. We account for this investment using the equity method of accounting which resulted in losses of $773,000 and income of $275,000 for the twelve months ended December 31, 2023 and 2022, respectively, included in investment income (loss) on the Consolidated Statement of Operations. At December 31, 2023, the carrying value of this investment exceeded our share of the investee’s net asset assets by approximately $2.8 million. Substantially all of this difference is comprised of goodwill and other intangible assets.

 

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 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 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. We invested an additional $155,000 in August 2023 to bring our ownership to 3.4 percent of the investee. 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 $1,005,000 and $651,000 at December 31, 2023 and 2022, 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.

 

F-14

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In the second quarter of 2021, we invested $1,000,000 in a privately held company that provides supply chain and receivables financing. During the third quarter of 2023, due to the failure of the business to successfully monetize its product offerings, we recorded an impairment charge of $1,000,000 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, 2023.

 

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, 2023, variations from current expectations could impact future assessments resulting in future impairment charges.

 

 

5.	ACCOUNTS RECEIVABLE AND CUSTOMER CONCENTRATIONS

 

At December 31, 2023 our allowance for doubtful accounts was $200,000 compared to $0 in 2022. There were no charges against the allowance for doubtful accounts in 2023 or 2022.

 

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
		2023				2022				2023				2022
Customer A			67%				75%				57%				76%
Customer B			*				*				12%				*

 

* Less than 10%

 

 

6.	MARKETABLE SECURITIES

 

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, 2023
(in thousands)		Amortized Cost				Unrealized Gains				Unrealized Losses				Estimated Fair Value
Marketable securities
Corporate, municipal debt and treasury securities		$	5,113			$	118			$	(1	)		$	5,230

 

The Company had one separate marketable securities in an unrealized loss position as of December 31, 2023. The Company did not identify any marketable securities that were other-than-temporarily impaired as of December 31, 2023 and 2022. The Company does not intend to sell any marketable securities that have an unrealized loss at December 31, 2023, 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, 2023								December 31, 2022
(in thousands)		Amortized Cost				Fair Value				Amortized Cost				Fair Value
Due within one year		$	1,506			$	1,556			$	1,594			$	1,602
Due after one year through three years			3,607				3,674				3,356				3,371
Total		$	5,113			$	5,230			$	4,950			$	4,973

 

 

7.	INCOME TAXES

 

The income tax provision from operations consists of the following:

 

Year ended December 31, (in thousands)		2023				2022
Current		$	2,675			$	5,231
Deferred			(1,573	)			(77	)
Total		$	1,102			$	5,154

 

F-15

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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,		2023				2022
Statutory rate			21	%			21	%
State and local taxes, net of federal benefitRE: Gray Television, Inc. - 10K			4.7				4.7
State tax settlement			7.0				–
Research and development credit			(10.4	)			(1.5	)
Foreign tax credit			(17.6	)			(1.3	)
GILTI income inclusion			22				3.9
Other			(2.2	)			0.3
Effective rate			24.5	%			27.1	%

 

Net deferred tax assets (liabilities) consist of the following at December 31:

 

(in thousands)		2023				2022
Deferred tax (liabilities) assets:
Unrealized loss on investments		$	1,045			$	788
IRC section 174 costs			1,566				822
Fixed assets			(1,111	)			(1,441	)
Other			118				(124	)
Total deferred tax asset			1,618				45
Less valuation allowance			(517	)			(517	)
Net deferred tax asset (liability)		$	1,101			$	(472	)

 

We had a net deferred tax asset of approximately $.1.1 million at December 31, 2023 included in Other long-term assets on the Consolidated Balance Sheets and a net deferred tax liability of approximately $0.5 million at December 31, 2022. The gross deferred tax asset/liability has been offset by a valuation allowance of $0.5 million in 2023 and 2022, 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 recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized, net of a valuation allowance, for the estimated future tax effects of deductible temporary differences and tax credit carry-forwards. A valuation allowance against deferred tax assets is recorded when, and if, based upon available evidence, it is more likely than not that some or all deferred tax assets will not be realized.

 

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, 2023 and 2022. 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.

 

F-16

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8.	COMMITMENTS AND CONTINGENCIES

 

Leases

 

We have noncancelable operating leases for offices and data centers expiring at various dates through February 2027. 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,		2023				2022
Right-of-use asset, net and lease liabilities (in thousands)		$	2,003			$	3,373
Cash paid for operating lease liabilities (in thousands)		$	1,339			$	1,323
Weighted average remaining lease term (years)			2.8				3.2
Weighted average discount rate			3.4	%			3.4	%

 

Maturities of our operating lease liabilities as of December 31, 2023 is as follows:

 

		Operating Leases
		(In thousands)
2024		$	1,022
2025			641
2026			528
2027			68
Total lease liabilities		$	2,259

 

Lease expense for the years ended December 31, 2023 and 2022 consisted of the following:

 

Year Ended December 31, (in thousands)		2023				2022
Cost of revenue		$	744			$	779
General and administrative			458				362
Development			137				182
Total		$	1,339			$	1,323

 

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.

 

 

9.	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 $79,000 and $67,000 in 2023 and 2022, respectively.

 

 

10.	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 $357,000 and 333,000 to ISC Properties, LLC in the years ended December 31, 2023 and 2022, respectively. We have determined that ISC Properties, LLC is not a variable interest entity.

 

F-17

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11.	STOCK COMPENSATION PLANS

 

A summary of all stock incentive plans for the years ended December 31, 2023 and 2022 was as follows:

 

		Stock Incentives Granted								Stock Incentives Exercised								Stock Incentives Expired								Stock Incentives Cancelled
		2023				2022				2023				2022				2023				2022				2023				2022
2003 Incentive Stock Plan1 §			N/A				N/A				-				-				-				-				-				-
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 † §			6,021				8,808				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, 2023:

 

Total of All Plans

Fully Vested and Exercisable

Not Vested

Stock Incentives Granted

1,380,152

59,000

-

Stock Incentives Exercised

1,014,820

N/A

N/A

Stock Incentives Cancelled

282,680

N/A

N/A

 

As of December 31, 2023, there was no unrecognized compensation cost related to stock options granted under the plans.

 

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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, 2023.

§ Indicates plans with stock options.

† Indicates plans with stock grants.

 

F-18

---

 

 

Stock option activity during the years ended December 31, 2023 and 2022 was as follows:

 

		2023					2022
Stock Options outstanding at January 1			59,000					59,000
Stock Options cancelled			–					–
Stock Options exercised			–					–
Stock Options granted			–					–
Stock Options outstanding at December 31			59,000					59,000
Stock Options available for grant at December 31			926,348					932,369
Stock Options exercisable at December 31			59,000					59,000
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			–					–
Outstanding at December 31			17.35					17.35
Exercisable at December 31			17.35					17.35

 

The following tables summarize information about the stock options outstanding under the Company’s option plans as of December 31, 2023.

 

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				3.2			$	3.75			$	131,050
$7.80					8,000				4.4			$	7.80			$	48,240
$19.99					30,000				5.1			$	19.99			$	–
$39.11					8,000				5.4			$	39.11			$	–
$3.50	-	$39.11			59,000				4.6			$	17.35			$	179,290

 

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, 2023, 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, 2023. The amount of aggregate intrinsic value will change based on the fair value of the Company’s common stock.

 

Restricted Stock

 

In February 2024, the Board approved a restricted stock grant of 288,803 shares with a grant date fair value of approximately $3,600,000. The Restricted stock awards vest in one installment on the third anniversary of the grant date, subject to the holder's continued service on the vesting date. Restricted shares cannot be sold or transferred until they have vested. The grant date fair value of restricted stock awards, which is based on the quoted market value of our common stock on the grant date, is recognized as share-based compensation expense on a straight-line basis over the vesting period. Our restricted stock agreements provide for accelerated vesting under certain conditions.

 

F-19

---

 

 

 

12.	FOREIGN OPERATIONS

 

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, 2023 and 2022, continuing operations of foreign subsidiaries had assets of $7,301,000 and $5,594,000, respectively, and total liabilities of $1,838,000 and $1,881,000, 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.

 

 

13.	INDUSTRY SEGMENTS

 

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.

 

 

14.	EARNINGS PER SHARE

 

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):		2023				2022
Numerator:
Net Income		$	3,395			$	13,881
Denominator:
Weighted-average basic shares outstanding			8,458				8,574
Effect of dilutive securities			16				25
Weighted-average diluted shares			8,474				8,599
Basic earnings per share		$	0.40			$	1.62
Diluted earnings per share		$	0.40			$	1.61

 

At December 31, 2023 and 2022, there were 16,000 and 25,000 dilutive stock options exercisable, respectively.

 

F-20

Exhibit 21.1

 

CORECARD CORPORATION

 

LIST OF PRINCIPAL SUBSIDIARY COMPANIES AS OF MARCH 1, 2024

 

Subsidiary Name	State / Country of Organization
CoreCard Software, Inc.	Delaware
CoreCard SRL	Romania
CoreCard Software India Pvt. Ltd.	India
CoreCard Software DMCC	United Arab Emirates
CoreCard Colombia SAS	Colombia

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

CoreCard Corporation

Norcross, GA

 

We hereby consent to the incorporation by reference in the registration statements Form S-8 No. 333-242084, No. 333-211304 and No. 333-265254 of our report dated February 29, 2024, relating to the consolidated financial statements of CoreCard Corporation and Subsidiaries (the “Company”) appearing in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

 

 

/s/ Nichols, Cauley & Associates, LLC    Nichols, Cauley & Associates, LLC Atlanta, Georgia February 29, 2024

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, J. Leland Strange, certify that:

 

1.	I have reviewed this Annual Report on Form 10-K of CoreCard Corporation;

 

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

 

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

 

4.

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

 

a)

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

 

b)

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

 

c)

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

 

d)

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

 

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

 

a)

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

 

b)

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

 

Date: March 1, 2024
		/s/ J. Leland Strange
		J. Leland Strange
		Chief Executive Officer and President

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Matthew A. White, certify that:

 

1.	I have reviewed this Annual Report on Form 10-K of CoreCard Corporation;

 

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

 

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

 

4.

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

 

a)

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

 

b)

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

 

c)

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

 

d)

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

 

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

 

a)

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

 

b)

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

 

Date: March 1, 2024

 

/s/ Matthew A. White

Matthew A. White

Chief Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

Each of the undersigned officers of CoreCard Corporation (the “Company”) hereby certifies to his or her knowledge that the Company’s Annual Report on Form 10-K for the period ended December 31, 2023 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: March 1, 2024		/s/ J. Leland Strange
		J. Leland Strange
		Chief Executive Officer
		/s/ Matthew A. White
		Matthew A. White
		Chief Financial Officer

                                                      

 

 

A signed original of this written statement required by Section 906 has been provided to CoreCard Corporation and will be retained by CoreCard Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 97.1

 

 

Policy on Recovery of Erroneously Awarded Incentive-Based Compensation

 

This Policy on Recovery of Erroneously Awarded Incentive-Based Compensation (this “Policy”) has been adopted by the Board of Directors (the “Board”) of CoreCard Corporation, a Georgia corporation (the “Company”), on October 31, 2023, with effect as of October 2, 2023 (the “Effective Date”). This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Section 303A.14 of the New York Stock Exchange Listed Company Manual (the “Listing Standards”).

 

1.	Definitions.

 

In addition to any other terms defined in this Policy, the following definitions will apply:

 

“Accounting Restatement” means an accounting restatement that the Company is required to prepare due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

 

“Covered Executive” means any individual who is a current or former Executive Officer, and who served as a Covered Executive at any time during the performance period for the relevant Incentive-Based Compensation.

 

“Erroneously Awarded Incentive-Based Compensation” means the amount or value of Incentive-Based Compensation received by the Covered Executive that exceeds the amount of Incentive-Based Compensation that would have been received by the Covered Executive had it been determined based on the amounts set forth in the Accounting Restatement, computed without regard to any taxes paid by the Covered Executive in respect of the Erroneously Awarded Incentive-Based Compensation. Where the amount of Erroneously Awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the Accounting Restatement, as with Financial Reporting Measures such as stock price or total shareholder return, the amount of Erroneously Awarded Incentive-Based Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on that Financial Reporting Measure. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.

 

“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries will be deemed executive officers of the Company if they perform such policy-making functions for the Company. For purposes of this definition, policy-making function is not intended to include policymaking functions that are not significant. Executive Officers shall include at a minimum the executive officers identified pursuant to 17 CFR 229.401(b) (i.e., those executive officers whose biographies appear in the Company’s Annual Report on Form 10-K or Proxy Statement for its Annual Meeting of Shareholders).

 

1

---

 

 

“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, measures derived wholly or in part from those measures, in each case whether or not presented in the Company’s financial statements or included in a Company filing with the U.S. Securities and Exchange Commission. Stock price and total shareholder return are also Financial Reporting Measures.

 

“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure, including cash incentives under any performance-based cash bonus plan, stock options, stock appreciation rights, and performance-based restricted stock and performance-based restricted stock units under the Company’s equity compensation plans. Incentive-Based Compensation also includes shares of common stock received upon vesting or settlement of equity incentive awards and proceeds of sales of such shares. Incentive-Based Compensation is “received” for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. “Receive” and “receipt” have similar meanings.

 

“NYSE” means the New York Stock Exchange.

 

“Recovery or recovery” means cancellation, recovery, recoupment, reimbursement, forfeiture or similar actions relating to compensation granted, awarded, paid, earned, vested or received, and “recover” and “recovered” have similar meanings.

 

“Recovery Period” means the three completed fiscal years preceding the date the Company is required to prepare an Accounting Restatement, plus any “transition period” resulting from a change in fiscal year to the extent provided in Section 303A.14 of the Listing Standards. The date the Company is required to prepare an Accounting Restatement will be determined by reference to Section 303A.14 of the Listing Standards, and recovery actions under this Policy will be taken on or after such date and are not dependent on if or when restated financial statements are filed.

 

2.	Administration.

 

Except as specifically set forth herein, this Policy shall be administered by the Board or, if so designated by the Board, a committee thereof (the Board or such committee charged with administration of this Policy, the “Administrator”). The Administrator is authorized, and has the power and authority, to administer this Policy, including to interpret the provisions of this Policy and to make all determinations deemed necessary or advisable for the administration of this Policy, including what constitutes Incentive‑Based Compensation and Erroneously Awarded Incentive-Based Compensation. All Administrator actions, interpretations, and determinations taken or made will be final and binding on all affected individuals. In the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to any limitation at applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee). The Administrator will seek to interpret this Policy consistently in all material respects with Section 10D of the Exchange Act, Rule 10D-1, and Section 303A.14 of the Listing Standards.

 

2

---

 

 

Any members of the Administrator, and any other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.

 

3.	Recovery of Erroneously Awarded Incentive-Based Compensation.

 

Following the Effective Date, if the Company is required to prepare an Accounting Restatement, the Company shall, subject to the terms of this Policy, recover reasonably promptly any Erroneously Awarded Incentive-Based Compensation received by any Covered Executive during the Recovery Period, regardless of the individual fault of a Covered Executive for that Accounting Restatement.

 

4.	Methods of Recovery.

 

The Administrator shall determine, in its sole discretion, and subject to applicable law, the timing and method for recovering Erroneously Awarded Incentive-Based Compensation under this Policy, which may include (without limiting any other legal method of recovery):

 

■

Cancelling outstanding vested or unvested equity compensation awards;

 

■

Forfeiture of common stock obtained from equity compensation awards;

 

■

Seeking recovery of any gain realized from the vesting, exercise, settlement, sale, transfer or other disposition of any equity compensation awards;

 

■

Offsetting the value of any Erroneously Awarded Incentive-Based Compensation against any other amounts owed by the Company to the Covered Executive, including salaries or bonuses; or

 

■

Reducing future compensation payable to a Covered Executive.

 

The Administrator may not seek to reduce any future amount payable or to be provided to the Covered Executive that is considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated under that section. Any Erroneously Awarded Incentive-Based Compensation that is considered “non-qualified deferred compensation” under Section 409A and to which this Policy is applicable is instead subject to forfeiture.

 

There will be no duplication of recovery under this Policy and any of 15 U.S.C. Section 7243 (Section 304 of the Sarbanes-Oxley Act of 2002) or Section 10D of the Exchange Act and Rule 10D-1.

 

5.	Due Process.

 

Before the Administrator determines to seek recovery pursuant to this Policy, it will provide, where feasible, the Covered Executive with notice and the opportunity to be heard, by the Administrator (which may be in-person or virtual, as determined by the Administrator).

 

6.	No Indemnification of Covered Executives.

 

Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Covered Executive that may be interpreted to the contrary, the Company shall not indemnify any Covered Executive against the loss of Erroneously Awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Executive to fund potential clawback obligations under this Policy.

 

3

---

 

 

7.	Other Rights.

 

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives. The exercise by the Administrator of any rights pursuant to this Policy will be without prejudice to any other rights the Company may have with respect to any Covered Executive, including the rights that it has at law, in any other Company policy or in any employment, equity or other agreement applicable to the Covered Executive, to cancel or recover any compensation or award, or to exercise any other remedy.

 

8.	Amendment; Termination.

 

The Board may at any time in its sole discretion supplement or amend any provision of this Policy in any respect, including to amend this Policy as it deems necessary to reflect amendments to Section 10D of the Exchange Act, Rule 10D-1, or Section 303A.14 of the Listing Standards. The Board may terminate this Policy at any time, subject to compliance with Section 10D of the Exchange Act, Rule 10D-1, or Section 303A.14 of the Listing Standards.

 

9.	Impracticability.

 

The Company is authorized and directed pursuant to this Policy to recover Erroneously Awarded Incentive-Based Compensation in compliance with this Policy unless the Compensation Committee of the Board has determined that recovery would be impracticable solely for the following limited reasons, and subject to the following procedural and disclosure requirements:

 

■

After the Company has made a reasonable attempt to recover Erroneously Awarded Incentive-Based Compensation, documented such attempt, and provided that documentation to the NYSE, it is determined that the direct expense to be paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered.

 

■

After receiving an opinion of home country counsel, which opinion has been provided to and is acceptable to the NYSE, it is determined that recovery would violate a home country law adopted prior to November 28, 2022.

 

■

Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the Code and regulations thereunder.

 

10.	Filing Requirements.

 

The Company will file all disclosures with respect to this Policy in accordance with the requirements of the Federal securities laws, including the disclosure required by the applicable filings of the Securities and Exchange Commission.

 

11.	Retroactive Application.

 

The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted, or paid to Covered Executives prior to the Effective Date. Subject to applicable law, the Administrator may affect recovery under this Policy from any amount of compensation approved, awarded, granted, payable, or paid to the Covered Executive prior to, on or after the Effective Date.

 

4

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	1-9330
Entity Registrant Name	CoreCard Corporation
Entity Incorporation, State or Country Code	GA
Entity Tax Identification Number	58-1964787
Entity Address, Address Line One	One Meca Way
Entity Address, City or Town	Norcross
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30093
City Area Code	770
Local Phone Number	381‑2900
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	CCRD
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 181,513,363
Entity Common Stock, Shares Outstanding (in shares)		8,295,408
Auditor Name	Nichols, Cauley and Associates, LLC
Auditor Firm ID	281
Auditor Location	Atlanta, Georgia
Entity Central Index Key	0000320340
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 26,918	$ 20,399
Marketable securities	5,230	4,973
Accounts receivable, net	7,536	13,220
Other current assets	4,805	3,729
Total current assets	44,489	42,321
Investments	4,062	5,180
Property and equipment, at cost less accumulated depreciation	11,319	12,006
Other long-term assets	3,956	3,725
Total assets	63,826	63,232
Current liabilities
Accounts payable	1,557	2,011
Deferred revenue, current portion	2,310	1,094
Accrued payroll	2,172	1,888
Accrued expenses	971	525
Other current liabilities	2,530	2,025
Total current liabilities	9,540	7,543
Deferred revenue, net of current portion	265	473
Deferred tax liability		472
Long-term lease obligation	1,121	1,981
Other long-term liabilities	196
Total noncurrent liabilities	1,582	2,926
Stockholders' equity:
Common stock, $0.01 par value: Authorized shares - 20,000,000; Issued shares – 9,016,140 and 9,010,119 at December 31, 2023 and 2022, respectively; Outstanding shares – 8,295,408 and 8,502,735 at December 31, 2023 and 2022, respectively	90	90
Additional paid-in capital	16,621	16,471
Treasury stock, 720,732 and 507,384 shares as of December 31, 2023 and 2022, respectively, at cost	(20,359)	(16,662)
Accumulated other comprehensive loss	32	(61)
Accumulated income	56,320	52,925
Total stockholders’ equity	52,704	52,763
Total liabilities and stockholders’ equity	$ 63,826	$ 63,232

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	9,016,140	9,010,119
Common stock, shares outstanding (in shares)	8,295,408	8,502,735
Treasury Stock, Common, Shares (in shares)	720,732	507,384

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue
Total net revenue	$ 56,004	$ 69,765
Cost of Revenue
Total cost of revenue	36,571	32,664
Expenses
Marketing	310	336
General and administrative	5,334	5,112
Development	8,478	11,700
Income from operations	5,311	19,953
Investment loss	(1,579)	(1,144)
Other income, net	765	226
Income before income taxes	4,497	19,035
Income tax expense	1,102	5,154
Net income	$ 3,395	$ 13,881
Earnings per share:
Basic (in dollars per share)	$ 0.4	$ 1.62
Diluted (in dollars per share)	$ 0.4	$ 1.61
Basic weighted average common shares outstanding (in shares)	8,457,714	8,574,019
Diluted weighted average common shares outstanding (in shares)	8,474,123	8,598,546
Service [Member]
Revenue
Total net revenue	$ 54,210	$ 53,688
Cost of Revenue
Total cost of revenue	36,571	32,664
Product [Member]
Revenue
Total net revenue	$ 1,794	$ 16,077

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net income	$ 3,395	$ 13,881
us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract
Unrealized gain on marketable securities	126	23
Foreign currency translation adjustments	(33)	110
Total comprehensive income	$ 3,488	$ 14,014

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands		Common Stock Outstanding [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021		8,689,815
Balance at Dec. 31, 2021			$ 90	$ 16,261	$ (11,327)	$ (194)	$ 39,044	$ 43,874
Common stock repurchased* (in shares)	[1]	(195,888)
Common stock repurchased*	[1]				(5,335)			(5,335)
Net income								13,881
Stock compensation expense (in shares)		8,808
Stock compensation expense				210				210
Unrealized gain on marketable securities						23		23
Foreign currency translation adjustment						110		110
Balance (in shares) at Dec. 31, 2022		8,502,735
Balance at Dec. 31, 2022			90	16,471	(16,662)	(61)	52,925	52,763
Common stock repurchased* (in shares)	[1]	(213,348)
Common stock repurchased*	[1]				(3,697)			(3,697)
Net income							3,395	3,395
Stock compensation expense (in shares)		6,021
Stock compensation expense				150				150
Unrealized gain on marketable securities						126		126
Foreign currency translation adjustment						(33)		(33)
Balance (in shares) at Dec. 31, 2023		8,295,408
Balance at Dec. 31, 2023			$ 90	$ 16,621	$ (20,359)	$ 32	$ 56,320	$ 52,704
[1] At December 31, 2023, approximately $14,678,000 was authorized for future repurchases of our common stock.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
OPERATING ACTIVITIES:
Net income	$ 3,395	$ 13,881
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,256	5,697
Stock-based compensation expense	150	210
Benefit for deferred income taxes	(1,573)	(77)
Non-cash investment loss	1,000	1,450
Non-cash interest income		(55)
Equity in loss (gain) of affiliate company	773	(275)
Changes in operating assets and liabilities:
Accounts receivable, net	5,684	(7,673)
Other current assets	(983)	(1,756)
Other long-term assets	254	(25)
Accounts payable	(690)	751
Accrued payroll	284	(257)
Deferred revenue, current portion	1,216	(1,169)
Accrued expenses	446	121
Other current liabilities	806	(1,268)
Deferred revenue, net of current portion	(208)	309
Net cash provided by operating activities	16,810	9,864
INVESTING ACTIVITIES:
Purchases of property and equipment	(5,245)	(8,735)
Advances on note and interest receivable	(650)
Purchase of long-term investment	(655)
Proceeds from payments on notes receivable	202	220
Purchases of marketable securities	(2,521)	(6,944)
Maturities of marketable securities	2,264	1,975
Net cash used in investing activities	(6,605)	(13,484)
FINANCING ACTIVITIES:
Repurchases of common stock	(3,653)	(5,335)
Net cash used in financing activities	(3,653)	(5,335)
Effects of exchange rate changes on cash	(33)	110
Net decrease in cash	6,519	(8,845)
Cash at beginning of year	20,399	29,244
Cash at end of year	26,918	20,399
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes	1,347	6,615
Purchases of property and equipment, accrued but not paid	$ 461	$ 225

Insider Trading Arrangements	12 Months Ended
	Dec. 31, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	ITEM 9B.         OTHER INFORMATION   During the fiscal quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “Non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K .
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 1 - Organization and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	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, 2023 and 2022 is adequate. However, actual write-offs might exceed the recorded allowance. Refer to Note 5 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 material amortization expense related to internal-use software in the periods ended December 31, 2023 or 2022.The cost of each major class of property and equipment at December 31, 2023 and 2022 is as follows:   (in thousands)   Useful life in years     2023     2022   Property and equipment   3 - 5     $ 25,382     $ 23,075   Internal-use software   3 - 7       5,015       1,967   Furniture and fixtures   5 - 7       1,044       922   Building     39         324       320   Property and equipment, gross               31,765       26,284   Accumulated depreciation               (20,446 )     (14,278 ) Property and equipment, net             $ 11,319     $ 12,006     Depreciation expense was $6,256,000 and $5,697,000 in 2023 and 2022, 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 2023 and $133,000 in 2022. At December 31, 2023 and 2022, respectively, the carrying amount of intangible assets net of accumulated amortization was $34,000 and $167,000, included in other long-term assets on the Consolidated Balance Sheets.   Marketable Securities – The Company's marketable securities include corporate, municipal debt and treasury 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, 2023 and 2022, the aggregate value of investments was $4,062,000 and $5,180,000, 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, 2023   (in thousands)   Level 1     Level 2     Level 3     Total Fair Value   Cash equivalents                                 Money market accounts   $ 23,048     $ −     $ −     $ 23,048   Marketable securities                                 Corporate, municipal debt and treasury securities     5,230       −       −       5,230   Total assets   $ 28,278     $ −     $ −     $ 28,278         December 31, 2022       Level 1     Level 2     Level 3     Total Fair Value   Cash equivalents                                 Money market accounts   $ 17,496     $ −     $ −     $ 17,496   Marketable securities                                 Corporate, municipal debt and treasury securities     4,973       −       −       4,973   Total assets   $ 22,469     $ −     $ −     $ 22,469     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, 2023 and 2022, has been recognized as a component of general and administrative expenses in the accompanying Consolidated Financial Statements. We recorded $150,000 and $210,000 of stock-based compensation expense for the years ended December 31, 2023 and 2022, respectively.   Pursuant to the 2020 Non-employee Directors’ Stock Incentive Plan, there were 6,021 shares granted in the year ended December 31, 2023, and a total of 8,808 shares were granted in the year ended December 31, 2022. No options were granted in 2023 or 2022.   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, 2023.   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 November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Amendments to Topic 280). This standard was issued to improve the disclosures about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. Topic 280 currently requires certain information about its reportable segments. The amendments in the ASU do not change or remove those disclosure requirements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of the ASU is on a retrospective basis. We will adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2024. We are currently evaluating the impact the adoption of the new accounting guidance will have on our segment disclosures.   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard was issued to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this ASU address transparency about income tax information through disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. The ASU should be applied on a prospective basis. Retrospective application is permitted. We will adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2025. We are currently evaluating the impact the adoption of the new accounting guidance will have on our income tax disclosures.   Recent Accounting Pronouncements 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 adopted the ASUs on January 1, 2023, which did not 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 adopted the ASUs on January 1, 2023, which did not have a material impact on our 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.

Note 2 - Revenue	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Revenue from Contract with Customer [Text Block]	2. REVENUE   Disaggregation of Revenue   In the following table, revenue is disaggregated by type of revenue for the years ended December 31, 2023 and 2022:   Year ended December 31, (in thousands)   2023     2022   License   $ 1,794     $ 16,077   Professional services     28,237       29,599   Processing and maintenance     22,439       18,953   Third party     3,534       5,136   Total   $ 56,004     $ 69,765     Foreign revenues are based on the location of the customer. Revenues from customers by geographic areas for the years ended December 31, 2023 and 2022 are as follows:   Year ended December 31, (in thousands)   2023     2022   United States   $ 53,915     $ 68,160   Europe     116       100   Middle East     1,973       1,505   Total   $ 56,004     $ 69,765

Note 3 - Notes Receivable	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Financing Receivables [Text Block]	3. NOTES RECEIVABLE   In February 2021, we entered into and advanced a $550,000 Promissory Note with a privately held technology company and program manager in the FinTech industry. The note had an interest rate of 4.6 percent annually and was paid in full in August 2023. In September 2023, we entered into and advanced a $450,000 Promissory Note with a maturity date of October 2025 and an annual interest rate of 5.25 percent. In December 2023, we entered into and advanced a $200,000 Promissory Note with a maturity date of October 2025 and an annual interest rate of 5.25 percent. The carrying value of the current portion of our notes receivable of $240,000 at December 31, 2023 is included in other current assets on the Consolidated Balance Sheets. The carrying value of the noncurrent portion of our note receivable of $364,000 at December 31, 2023 is included in other long-term assets on the Consolidated Balance Sheets.

Note 4 - Investments	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Investment [Text Block]	4. INVESTMENTS   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. 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 percent ownership interest in the new entity. As of December 31, 2023, we held a 26.5 percent ownership interest in the new entity. The investee raised an additional $2.7 million in the fourth quarter of 2023. CoreCard participated in the new investment and contributed an additional $500,000. The carrying value of our investment was $3,907,000 at December 31, 2023, and $4,180,000 at December 31, 2022, included in investments on the Consolidated Balance Sheets. We account for this investment using the equity method of accounting which resulted in losses of $773,000 and income of $275,000 for the twelve months ended December 31, 2023 and 2022, respectively, included in investment income (loss) on the Consolidated Statement of Operations. At December 31, 2023, the carrying value of this investment exceeded our share of the investee’s net asset assets by approximately $2.8 million. Substantially all of this difference is comprised of goodwill and other intangible assets.   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 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 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. We invested an additional $155,000 in August 2023 to bring our ownership to 3.4 percent of the investee. 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 $1,005,000 and $651,000 at December 31, 2023 and 2022, 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. During the third quarter of 2023, due to the failure of the business to successfully monetize its product offerings, we recorded an impairment charge of $1,000,000 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, 2023.   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, 2023, variations from current expectations could impact future assessments resulting in future impairment charges.

Note 5 - Accounts Receivable and Customer Concentrations	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]	5. ACCOUNTS RECEIVABLE AND CUSTOMER CONCENTRATIONS   At December 31, 2023 our allowance for doubtful accounts was $200,000 compared to $0 in 2022. There were no charges against the allowance for doubtful accounts in 2023 or 2022.   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       2023     2022     2023     2022   Customer A     67%       75%       57%       76%   Customer B     *       *       12%       *     * Less than 10%

Note 6 - Marketable Securities	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]	6. MARKETABLE SECURITIES   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, 2023   (in thousands)   Amortized Cost     Unrealized Gains     Unrealized Losses     Estimated Fair Value   Marketable securities                                 Corporate, municipal debt and treasury securities   $ 5,113     $ 118     $ (1 )   $ 5,230     The Company had one separate marketable securities in an unrealized loss position as of December 31, 2023. The Company did not identify any marketable securities that were other-than-temporarily impaired as of December 31, 2023 and 2022. The Company does not intend to sell any marketable securities that have an unrealized loss at December 31, 2023, 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, 2023     December 31, 2022   (in thousands)   Amortized Cost     Fair Value     Amortized Cost     Fair Value   Due within one year   $ 1,506     $ 1,556     $ 1,594     $ 1,602   Due after one year through three years     3,607       3,674       3,356       3,371   Total   $ 5,113     $ 5,230     $ 4,950     $ 4,973

Note 7 - Income Taxes	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Income Tax Disclosure [Text Block]	7. INCOME TAXES   The income tax provision from operations consists of the following:   Year ended December 31, (in thousands)   2023     2022   Current   $ 2,675     $ 5,231   Deferred     (1,573 )     (77 ) Total   $ 1,102     $ 5,154     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,   2023     2022   Statutory rate     21 %     21 % State and local taxes, net of federal benefitRE: Gray Television, Inc. - 10K     4.7       4.7   State tax settlement     7.0       –   Research and development credit     (10.4 )     (1.5 ) Foreign tax credit     (17.6 )     (1.3 ) GILTI income inclusion     22       3.9   Other     (2.2 )     0.3   Effective rate     24.5 %     27.1 %   Net deferred tax assets (liabilities) consist of the following at December 31:   (in thousands)   2023     2022   Deferred tax (liabilities) assets:                 Unrealized loss on investments   $ 1,045     $ 788   IRC section 174 costs     1,566       822   Fixed assets     (1,111 )     (1,441 ) Other     118       (124 ) Total deferred tax asset     1,618       45   Less valuation allowance     (517 )     (517 ) Net deferred tax asset (liability)   $ 1,101     $ (472 )   We had a net deferred tax asset of approximately $.1.1 million at December 31, 2023 included in Other long-term assets on the Consolidated Balance Sheets and a net deferred tax liability of approximately $0.5 million at December 31, 2022. The gross deferred tax asset/liability has been offset by a valuation allowance of $0.5 million in 2023 and 2022, 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 recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized, net of a valuation allowance, for the estimated future tax effects of deductible temporary differences and tax credit carry-forwards. A valuation allowance against deferred tax assets is recorded when, and if, based upon available evidence, it is more likely than not that some or all deferred tax assets will not be realized.   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, 2023 and 2022. 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.

Note 8 - Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Legal Matters and Contingencies [Text Block]	8. COMMITMENTS AND CONTINGENCIES   Leases   We have noncancelable operating leases for offices and data centers expiring at various dates through February 2027. 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,   2023     2022                     Right-of-use asset, net and lease liabilities (in thousands)   $ 2,003     $ 3,373   Cash paid for operating lease liabilities (in thousands)   $ 1,339     $ 1,323   Weighted average remaining lease term (years)     2.8       3.2   Weighted average discount rate     3.4 %     3.4 %   Maturities of our operating lease liabilities as of December 31, 2023 is as follows:       Operating Leases       (In thousands)             2024   $ 1,022   2025     641   2026     528   2027     68   Total lease liabilities   $ 2,259     Lease expense for the years ended December 31, 2023 and 2022 consisted of the following:   Year Ended December 31, (in thousands)   2023     2022   Cost of revenue   $ 744     $ 779   General and administrative     458       362   Development     137       182   Total   $ 1,339     $ 1,323     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.

Note 9 - Defined Contribution Plans	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Compensation and Employee Benefit Plans [Text Block]	9. 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 $79,000 and $67,000 in 2023 and 2022, respectively.

Note 10 - Related Party Transaction	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	10.  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 $357,000 and 333,000 to ISC Properties, LLC in the years ended December 31, 2023 and 2022, respectively. We have determined that ISC Properties, LLC is not a variable interest entity.

Note 11 - Stock Compensation Plans	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Share-Based Payment Arrangement [Text Block]	11. STOCK COMPENSATION PLANS   A summary of all stock incentive plans for the years ended December 31, 2023 and 2022 was as follows:       Stock Incentives Granted     Stock Incentives Exercised     Stock Incentives Expired     Stock Incentives Cancelled       2023     2022     2023     2022     2023     2022     2023     2022   2003 Incentive Stock Plan1 §     N/A       N/A       -       -       -       -       -       -   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 † §     6,021       8,808       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, 2023:       Total of All Plans     Fully Vested and Exercisable     Not Vested   Stock Incentives Granted     1,380,152       59,000       -   Stock Incentives Exercised     1,014,820       N/A       N/A   Stock Incentives Cancelled     282,680       N/A       N/A     As of December 31, 2023, 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, 2023. § Indicates plans with stock options. † Indicates plans with stock grants.   Stock option activity during the years ended December 31, 2023 and 2022 was as follows:       2023     2022   Stock Options outstanding at January 1     59,000         59,000     Stock Options cancelled     –         –     Stock Options exercised     –         –     Stock Options granted     –         –     Stock Options outstanding at December 31     59,000         59,000                           Stock Options available for grant at December 31     926,348         932,369                           Stock Options exercisable at December 31     59,000         59,000                           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     –         –     Outstanding at December 31     17.35         17.35     Exercisable at December 31     17.35         17.35       The following tables summarize information about the stock options outstanding under the Company’s option plans as of December 31, 2023.   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       3.2     $ 3.75     $ 131,050   $7.80         8,000       4.4     $ 7.80     $ 48,240   $19.99         30,000       5.1     $ 19.99     $ –   $39.11         8,000       5.4     $ 39.11     $ –   $3.50 - $39.11     59,000       4.6     $ 17.35     $ 179,290     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, 2023, 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, 2023. The amount of aggregate intrinsic value will change based on the fair value of the Company’s common stock.   Restricted Stock   In February 2024, the Board approved a restricted stock grant of 288,803 shares with a grant date fair value of approximately $3,600,000. The Restricted stock awards vest in one installment on the third anniversary of the grant date, subject to the holder's continued service on the vesting date. Restricted shares cannot be sold or transferred until they have vested. The grant date fair value of restricted stock awards, which is based on the quoted market value of our common stock on the grant date, is recognized as share-based compensation expense on a straight-line basis over the vesting period. Our restricted stock agreements provide for accelerated vesting under certain conditions.

Note 12 - Foreign Operations	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Additional Financial Information Disclosure [Text Block]	12. FOREIGN OPERATIONS   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, 2023 and 2022, continuing operations of foreign subsidiaries had assets of $7,301,000 and $5,594,000, respectively, and total liabilities of $1,838,000 and $1,881,000, 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.

Note 13 - Industry Segments	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Segment Reporting Disclosure [Text Block]	13. INDUSTRY SEGMENTS   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.

Note 14 - Earnings Per Share	12 Months Ended
	Dec. 31, 2023
Notes to Financial Statements
Earnings Per Share [Text Block]	14. EARNINGS PER SHARE   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):   2023     2022   Numerator:                 Net Income   $ 3,395     $ 13,881                     Denominator:                 Weighted-average basic shares outstanding     8,458       8,574   Effect of dilutive securities     16       25   Weighted-average diluted shares     8,474       8,599                     Basic earnings per share   $ 0.40     $ 1.62   Diluted earnings per share   $ 0.40     $ 1.61     At December 31, 2023 and 2022, there were 16,000 and 25,000 dilutive stock options exercisable, respectively.

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	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.
Use of Estimates, Policy [Policy Text Block]	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.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	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, Policy [Policy Text Block]	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.
Receivable [Policy Text Block]	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, 2023 and 2022 is adequate. However, actual write-offs might exceed the recorded allowance. Refer to Note 5 for additional information.
Property, Plant and Equipment, Policy [Policy Text Block]	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 material amortization expense related to internal-use software in the periods ended December 31, 2023 or 2022.The cost of each major class of property and equipment at December 31, 2023 and 2022 is as follows:   (in thousands)   Useful life in years     2023     2022   Property and equipment   3 - 5     $ 25,382     $ 23,075   Internal-use software   3 - 7       5,015       1,967   Furniture and fixtures   5 - 7       1,044       922   Building     39         324       320   Property and equipment, gross               31,765       26,284   Accumulated depreciation               (20,446 )     (14,278 ) Property and equipment, net             $ 11,319     $ 12,006     Depreciation expense was $6,256,000 and $5,697,000 in 2023 and 2022, 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.
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]	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 2023 and $133,000 in 2022. At December 31, 2023 and 2022, respectively, the carrying amount of intangible assets net of accumulated amortization was $34,000 and $167,000, included in other long-term assets on the Consolidated Balance Sheets.
Marketable Securities, Policy [Policy Text Block]	Marketable Securities – The Company's marketable securities include corporate, municipal debt and treasury 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.
Investment, Policy [Policy Text Block]	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, 2023 and 2022, the aggregate value of investments was $4,062,000 and $5,180,000, respectively.
Fair Value of Financial Instruments, Policy [Policy Text Block]	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 Measurement, Policy [Policy Text Block]	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, 2023   (in thousands)   Level 1     Level 2     Level 3     Total Fair Value   Cash equivalents                                 Money market accounts   $ 23,048     $ −     $ −     $ 23,048   Marketable securities                                 Corporate, municipal debt and treasury securities     5,230       −       −       5,230   Total assets   $ 28,278     $ −     $ −     $ 28,278         December 31, 2022       Level 1     Level 2     Level 3     Total Fair Value   Cash equivalents                                 Money market accounts   $ 17,496     $ −     $ −     $ 17,496   Marketable securities                                 Corporate, municipal debt and treasury securities     4,973       −       −       4,973   Total assets   $ 22,469     $ −     $ −     $ 22,469
Revenue from Contract with Customer [Policy Text Block]	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 Goods and Service [Policy Text Block]	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.
Research, Development, and Computer Software, Policy [Policy Text Block]	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.
Standard Product Warranty, Policy [Policy Text Block]	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 Costs, Policy [Policy Text Block]	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.
Share-Based Payment Arrangement [Policy Text Block]	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, 2023 and 2022, has been recognized as a component of general and administrative expenses in the accompanying Consolidated Financial Statements. We recorded $150,000 and $210,000 of stock-based compensation expense for the years ended December 31, 2023 and 2022, respectively.   Pursuant to the 2020 Non-employee Directors’ Stock Incentive Plan, there were 6,021 shares granted in the year ended December 31, 2023, and a total of 8,808 shares were granted in the year ended December 31, 2022. No options were granted in 2023 or 2022.   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, 2023.
Income Tax, Policy [Policy Text Block]	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, Policy [Policy Text Block]	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.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements Not Yet Adopted   In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Amendments to Topic 280). This standard was issued to improve the disclosures about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. Topic 280 currently requires certain information about its reportable segments. The amendments in the ASU do not change or remove those disclosure requirements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of the ASU is on a retrospective basis. We will adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2024. We are currently evaluating the impact the adoption of the new accounting guidance will have on our segment disclosures.   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard was issued to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this ASU address transparency about income tax information through disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. The ASU should be applied on a prospective basis. Retrospective application is permitted. We will adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2025. We are currently evaluating the impact the adoption of the new accounting guidance will have on our income tax disclosures.   Recent Accounting Pronouncements 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 adopted the ASUs on January 1, 2023, which did not 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 adopted the ASUs on January 1, 2023, which did not have a material impact on our 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.

Note 1 - Organization and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Property, Plant and Equipment [Table Text Block]	(in thousands)   Useful life in years     2023     2022   Property and equipment   3 - 5     $ 25,382     $ 23,075   Internal-use software   3 - 7       5,015       1,967   Furniture and fixtures   5 - 7       1,044       922   Building     39         324       320   Property and equipment, gross               31,765       26,284   Accumulated depreciation               (20,446 )     (14,278 ) Property and equipment, net             $ 11,319     $ 12,006
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block]	December 31, 2023   (in thousands)   Level 1     Level 2     Level 3     Total Fair Value   Cash equivalents                                 Money market accounts   $ 23,048     $ −     $ −     $ 23,048   Marketable securities                                 Corporate, municipal debt and treasury securities     5,230       −       −       5,230   Total assets   $ 28,278     $ −     $ −     $ 28,278       December 31, 2022       Level 1     Level 2     Level 3     Total Fair Value   Cash equivalents                                 Money market accounts   $ 17,496     $ −     $ −     $ 17,496   Marketable securities                                 Corporate, municipal debt and treasury securities     4,973       −       −       4,973   Total assets   $ 22,469     $ −     $ −     $ 22,469

Note 2 - Revenue (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Disaggregation of Revenue [Table Text Block]	Year ended December 31, (in thousands)   2023     2022   License   $ 1,794     $ 16,077   Professional services     28,237       29,599   Processing and maintenance     22,439       18,953   Third party     3,534       5,136   Total   $ 56,004     $ 69,765   Year ended December 31, (in thousands)   2023     2022   United States   $ 53,915     $ 68,160   Europe     116       100   Middle East     1,973       1,505   Total   $ 56,004     $ 69,765

Note 5 - Accounts Receivable and Customer Concentrations (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Schedules of Concentration of Risk, by Risk Factor [Table Text Block]	Revenue     Accounts Receivable       2023     2022     2023     2022   Customer A     67%       75%       57%       76%   Customer B     *       *       12%       *

Note 6 - Marketable Securities (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Marketable Securities [Table Text Block]	December 31, 2023   (in thousands)   Amortized Cost     Unrealized Gains     Unrealized Losses     Estimated Fair Value   Marketable securities                                 Corporate, municipal debt and treasury securities   $ 5,113     $ 118     $ (1 )   $ 5,230
Investments Classified by Contractual Maturity Date [Table Text Block]	December 31, 2023     December 31, 2022   (in thousands)   Amortized Cost     Fair Value     Amortized Cost     Fair Value   Due within one year   $ 1,506     $ 1,556     $ 1,594     $ 1,602   Due after one year through three years     3,607       3,674       3,356       3,371   Total   $ 5,113     $ 5,230     $ 4,950     $ 4,973

Note 7 - Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]	Year ended December 31, (in thousands)   2023     2022   Current   $ 2,675     $ 5,231   Deferred     (1,573 )     (77 ) Total   $ 1,102     $ 5,154
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]	Year ended December 31,   2023     2022   Statutory rate     21 %     21 % State and local taxes, net of federal benefitRE: Gray Television, Inc. - 10K     4.7       4.7   State tax settlement     7.0       –   Research and development credit     (10.4 )     (1.5 ) Foreign tax credit     (17.6 )     (1.3 ) GILTI income inclusion     22       3.9   Other     (2.2 )     0.3   Effective rate     24.5 %     27.1 %
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	(in thousands)   2023     2022   Deferred tax (liabilities) assets:                 Unrealized loss on investments   $ 1,045     $ 788   IRC section 174 costs     1,566       822   Fixed assets     (1,111 )     (1,441 ) Other     118       (124 ) Total deferred tax asset     1,618       45   Less valuation allowance     (517 )     (517 ) Net deferred tax asset (liability)   $ 1,101     $ (472 )

Note 8 - Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Lease, Cost [Table Text Block]	Year Ended December 31,   2023     2022                     Right-of-use asset, net and lease liabilities (in thousands)   $ 2,003     $ 3,373   Cash paid for operating lease liabilities (in thousands)   $ 1,339     $ 1,323   Weighted average remaining lease term (years)     2.8       3.2   Weighted average discount rate     3.4 %     3.4 % Year Ended December 31, (in thousands)   2023     2022   Cost of revenue   $ 744     $ 779   General and administrative     458       362   Development     137       182   Total   $ 1,339     $ 1,323
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]	Operating Leases       (In thousands)             2024   $ 1,022   2025     641   2026     528   2027     68   Total lease liabilities   $ 2,259

Note 11 - Stock Compensation Plans (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block]	Stock Incentives Granted     Stock Incentives Exercised     Stock Incentives Expired     Stock Incentives Cancelled       2023     2022     2023     2022     2023     2022     2023     2022   2003 Incentive Stock Plan1 §     N/A       N/A       -       -       -       -       -       -   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 † §     6,021       8,808       N/A       N/A       N/A       N/A       N/A       N/A   2022 Employee Stock Incentive Plan6 † §     -       -       -       -       -       -       -       -       Total of All Plans     Fully Vested and Exercisable     Not Vested   Stock Incentives Granted     1,380,152       59,000       -   Stock Incentives Exercised     1,014,820       N/A       N/A   Stock Incentives Cancelled     282,680       N/A       N/A
Share-Based Payment Arrangement, Option, Activity [Table Text Block]	2023     2022   Stock Options outstanding at January 1     59,000         59,000     Stock Options cancelled     –         –     Stock Options exercised     –         –     Stock Options granted     –         –     Stock Options outstanding at December 31     59,000         59,000                           Stock Options available for grant at December 31     926,348         932,369                           Stock Options exercisable at December 31     59,000         59,000                           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     –         –     Outstanding at December 31     17.35         17.35     Exercisable at December 31     17.35         17.35
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]	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       3.2     $ 3.75     $ 131,050   $7.80         8,000       4.4     $ 7.80     $ 48,240   $19.99         30,000       5.1     $ 19.99     $ –   $39.11         8,000       5.4     $ 39.11     $ –   $3.50 - $39.11     59,000       4.6     $ 17.35     $ 179,290

Note 14 - Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Notes Tables
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Year ended December 31, (in thousands, except per share data):   2023     2022   Numerator:                 Net Income   $ 3,395     $ 13,881                     Denominator:                 Weighted-average basic shares outstanding     8,458       8,574   Effect of dilutive securities     16       25   Weighted-average diluted shares     8,474       8,599                     Basic earnings per share   $ 0.40     $ 1.62   Diluted earnings per share   $ 0.40     $ 1.61

Note 1 - Organization and Summary of Significant Accounting Policies (Details Textual) - USD ($)		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Investments		$ 4,062,000	$ 5,180,000
Share-Based Payment Arrangement, Expense		$ 150,000	$ 210,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)		0	0
The 2020 Non-employee Director Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period		6,021	8,808
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)	[1],[2],[3]	6,021	8,808
General and Administrative Expense [Member]
Depreciation		$ 6,256,000	$ 5,697,000
Computer Software, Intangible Asset [Member]
Amortization of Intangible Assets		$ 0	0
Computer Software, Intangible Asset [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life		3 years
Computer Software, Intangible Asset [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life		7 years
Customer Relationships [Member]
Amortization of Intangible Assets		$ 133,000	133,000
Customer Relationships [Member] | Other Long-term Assets [Member]
Finite-Lived Intangible Assets, Net		$ 34,000	$ 167,000
[1] Indicates plans with stock grants. [2] Indicates plans with stock options. [3] 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.

Note 1 - Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property and equipment, gross	$ 31,765	$ 26,284
Accumulated depreciation	(20,446)	(14,278)
Property and equipment, net	11,319	12,006
Property and Equipment [Member]
Property and equipment, gross	$ 25,382	23,075
Property and Equipment [Member] | Minimum [Member]
Useful life (Year)	3 years
Property and Equipment [Member] | Maximum [Member]
Useful life (Year)	5 years
Software and Software Development Costs [Member]
Property and equipment, gross	$ 5,015	1,967
Software and Software Development Costs [Member] | Minimum [Member]
Useful life (Year)	3 years
Software and Software Development Costs [Member] | Maximum [Member]
Useful life (Year)	7 years
Furniture and Fixtures [Member]
Property and equipment, gross	$ 1,044	922
Furniture and Fixtures [Member] | Minimum [Member]
Useful life (Year)	5 years
Furniture and Fixtures [Member] | Maximum [Member]
Useful life (Year)	7 years
Building [Member]
Useful life (Year)	39 years
Property and equipment, gross	$ 324	$ 320

Note 1 - Organization and Summary of Significant Accounting Policies - Fair Value Hierarchy for Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Corporate, municipal debt and treasury securities	$ 5,230	$ 4,973
Total assets	28,278	22,469
Corporate Debt Securities [Member]
Corporate, municipal debt and treasury securities	5,230	4,973
Fair Value, Inputs, Level 1 [Member]
Corporate, municipal debt and treasury securities		4,973
Total assets	28,278	22,469
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member]
Corporate, municipal debt and treasury securities	5,230
Money Market Funds [Member]
Money market accounts	23,048	17,496
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Money market accounts	$ 23,048	$ 17,496

Note 2 - Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue	$ 56,004	$ 69,765
UNITED STATES
Revenue	53,915	68,160
European Union [Member]
Revenue	116	100
Middle East [Member]
Revenue	1,973	1,505
License [Member]
Revenue	1,794	16,077
Professional Services [Member]
Revenue	28,237	29,599
Processing and Maintenance [Member]
Revenue	22,439	18,953
Third party [Member]
Revenue	$ 3,534	$ 5,136

Note 3 - Notes Receivable (Details Textual) - Privately-Held Identity and Professional Services Company With Ties to the FinTech Industry [Member] - USD ($)	1 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Feb. 28, 2021
Payments to Acquire Notes Receivable	$ 200,000	$ 450,000	$ 550,000
Notes Receivable, Stated Interest Rate	5.25%	5.25%	4.60%
Financing Receivable, after Allowance for Credit Loss, Current	$ 240,000
Financing Receivable, after Allowance for Credit Loss, Noncurrent	$ 364,000

Note 4 - Investments (Details Textual) - USD ($)		3 Months Ended						12 Months Ended
	Dec. 30, 2016	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Jun. 30, 2021	Mar. 31, 2020	Jun. 30, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2019
Equity Method Investments						$ 0
Payments to Acquire Equity Method Investments								$ 655,000
Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount						$ 750,000	$ 250,000
Other Current Liabilities [Member]
Deposit Liability, Current		$ 1,005,000		$ 651,000				$ 1,005,000	$ 651,000
Privately-Held Identity and Professional Services Company With Ties to the FinTech Industry [Member]
Equity Method Investment, Ownership Percentage											40.00%
Asset Impairment Charges				1,450,000
Equity Method Investments				0					0
Investments, Unfunded Commitments	$ 1,000,000
Transfer Advisory Business to New Entity [Member]
Equity Method Investment, Ownership Percentage		26.50%						26.50%		28.00%
Equity Method Investments		$ 3,907,000		$ 4,180,000				$ 3,907,000	4,180,000
Financing Receivable, after Allowance for Credit Loss										$ 2,806,000
Cash										$ 800,000
Sale of Stock, Consideration Received on Transaction		2,700,000
Payments to Acquire Equity Method Investments		500,000
Gain (Loss) on Investments, Total								(773,000)	$ 275,000
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity		2,800,000						2,800,000
Privately Held Company Providing Supply Chain and Receivables Financing [Member]
Asset Impairment Charges			$ 1,000,000
Equity Method Investments		$ 0						$ 0
Payments to Acquire Investments, Total					$ 1,000,000

Note 5 - Accounts Receivable and Customer Concentrations (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss, Current	$ 200,000	$ 0
Allowance for Loan and Lease Losses, Write-offs	$ 0	$ 0

Note 5 - Accounts Receivable and Customer Concentrations - Concentration of Revenue (Details) - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Benchmark [Member] | Customer A [Member]
Concentration risk	67.00%	75.00%
Accounts Receivable [Member] | Customer A [Member]
Concentration risk	57.00%	76.00%
Accounts Receivable [Member] | Customer B [Member]
Concentration risk	12.00%

Note 6 - Marketable Securities (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Securities, Available-for-Sale, Unrealized Loss Position, Number of Positions	1
Other-than-temporary Impairment Loss, Debt Securities, Available-for-Sale	$ 0	$ 0

Note 6 - Marketable Securities - Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale, Amortized Cost	$ 5,113	$ 4,950
Debt Securities, Available-for-Sale, Gross Unrealized Gains	118
Debt Securities, Available-for-Sale, Gross Unrealized Losses	(1)
Debt Securities, Available-for-Sale	$ 5,230	$ 4,973

Note 6 - Marketable Securities - Maturity of Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Due within one year, amortized cost	$ 1,506	$ 1,594
Due within one year, fair value	1,556	1,602
Due after one year through three years, amortized cost	3,607	3,356
Due after one year through three years, fair value	3,674	3,371
Amortized cost	5,113	4,950
Debt Securities, Available-for-Sale	$ 5,230	$ 4,973

Note 7 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets, Net	$ 1,101
Deferred Income Tax Liabilities, Net		$ 472
Deferred Tax Assets, Valuation Allowance	517	517
Unrecognized Tax Benefits, Ending Balance	0	0
Unrecognized Tax Benefits, Interest on Income Taxes Accrued	0	0
Unrecognized Tax Benefits, Interest on Income Taxes Expense	$ 0	$ 0

Note 7 - Income Taxes - Income Tax Provision from Continuing Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current	$ 2,675	$ 5,231
Deferred	(1,573)	(77)
Total	$ 1,102	$ 5,154

Note 7 - Income Taxes - Reconciliation of Income Taxes Rates (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statutory rate	21.00%	21.00%
State and local taxes, net of federal benefitRE: Gray Television, Inc. - 10K	4.70%	4.70%
State tax settlement	7.00%
Research and development credit	(10.40%)	(1.50%)
Foreign tax credit	(17.60%)	(1.30%)
GILTI income inclusion	22.00%	3.90%
Other	(2.20%)	0.30%
Effective rate	24.50%	27.10%

Note 6 - Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Unrealized loss on investments	$ 1,045	$ 788
IRC section 174 costs	1,566	822
Fixed assets	(1,111)	(1,441)
Other	118
Other		(124)
Total deferred tax asset	1,618	45
Less valuation allowance	(517)	(517)
Net deferred tax liability	$ 1,101
Net deferred tax liability		$ (472)

Note 8 - Commitments and Contingencies - Supplemental Lease Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Right-of-use asset, net and lease liabilities (in thousands)	$ 2,003	$ 3,373
Operating lease expense	1,339	1,323
Cash paid for operating lease liabilities (in thousands)	$ 1,339	$ 1,323
Weighted average remaining lease term (years) (Year)	2 years 9 months 18 days	3 years 2 months 12 days
Weighted average discount rate	3.40%	3.40%
Cost of Sales [Member]
Operating lease expense	$ 744	$ 779
General and Administrative Expense [Member]
Operating lease expense	458	362
Research and Development Expense [Member]
Operating lease expense	$ 137	$ 182

Note 8 - Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
2024	$ 1,022
2025	641
2026	528
2027	68
Total lease liabilities	$ 2,259

Note 9 - Defined Contribution Plans (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 79,000	$ 67,000

Note 10 - Related Party Transaction (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Lease, Expense	$ 1,339,000	$ 1,323,000
ISC Properties LLC [Member]
Related Party Ownership Percentage	100.00%
Operating Lease, Expense	$ 357,000	$ 333,000

Note 11 - Stock Compensation Plans (Details Textual) - USD ($)		1 Months Ended			5 Months Ended	12 Months Ended
		Feb. 29, 2024	Mar. 31, 2023	Aug. 30, 2000	Dec. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	May 31, 2022	Aug. 31, 2020	Jun. 30, 2015	Dec. 31, 2013	Mar. 31, 2013	Aug. 31, 2000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total						$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)						0	0
The 2003 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized												450,000
Sharebased Compensation Arrangement By Sharebased Payment Award Number Of Options Ungranted											197,500
2003 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period			3 years
The 2015 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized										750,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)	[1],[2]					0	0
The Directors Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized													200,000
Sharebased Compensation Arrangement By Sharebased Payment Award Number Of Options Ungranted				60,000
Number Of Options Each Director Received At Each Annual Meeting				4,000
Options Vesting Percentage On First And Second Anniversary				50.00%
The Directors Plan [Member] | Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)				5,000
The 2011 Non-employee Director Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized									200,000
Three Independent Members of the Board of Directors [Member]
Share-Based Compensation Arrangement, Stock to be Granted Per Recipient, Value					$ 50,000
The 2022 Stock Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized								750,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)	[1],[3],[4]					0	0
Share-Based Payment Arrangement, Option [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period						2 years
Share-Based Payment Arrangement, Option [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period						3 years
Restricted Stock [Member] | Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period		288,803
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grant Date Fair Value		$ 3,600,000
[1] Indicates plans with stock options. [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] 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, 2023. [4] Indicates plans with stock grants.

Note 11 - Stock Compensation Plans - Summary of Stock Options (Details) - shares		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Options granted (in shares)		0	0
Options, vested and exercisable (in shares)		59,000
Options, non-vested (in shares)		0
All Plans [Member]
Options granted (in shares)		1,380,152
Options exercised (in shares)		1,014,820
Options cancelled (in shares)		282,680
The 2003 Plan [Member]
Options exercised (in shares)	[1],[2]	0	0
Options expired (in shares)	[1],[2]	0	0
Options cancelled (in shares)	[1],[2]	0	0
The 2015 Plan [Member]
Options granted (in shares)	[1],[3]	0	0
Options exercised (in shares)	[1],[3]	0	0
Options expired (in shares)	[1],[3]	0	0
Options cancelled (in shares)	[1],[3]	0	0
The Directors Plan [Member]
Options exercised (in shares)	[1],[4]	0	0
Options expired (in shares)	[1],[4]	0	0
Options cancelled (in shares)	[1],[4]	0	0
The 2011 Non-employee Director Stock Option Plan [Member]
Options exercised (in shares)	[1],[5]	0	0
Options expired (in shares)	[1],[5]	0	0
Options cancelled (in shares)	[1],[5]	0	0
The 2020 Non-employee Director Stock Option Plan [Member]
Options granted (in shares)	[1],[6],[7]	6,021	8,808
The 2022 Stock Plan [Member]
Options granted (in shares)	[1],[6],[8]	0	0
Options exercised (in shares)	[1],[6],[8]	0	0
Options expired (in shares)	[1],[6],[8]	0	0
Options cancelled (in shares)	[1],[6],[8]	0	0
[1] Indicates plans with stock options. [2] 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. [3] 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. [4] 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. [5] 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. [6] Indicates plans with stock grants. [7] 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. [8] 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, 2023.

Note 11 - Stock Compensation Plans - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Options outstanding, beginning of year (in shares)	59,000
Options outstanding, end of year (in shares)	59,000
Options available for grant (in shares)	932,369	926,348
Options exercisable (in shares)	59,000	59,000
Outstanding, exercise price range (in dollars per share)	$ 17.35	$ 17.35
Exercisable, weighted average exercise price (in dollars per share)	17.35	17.35
Minimum [Member]
Exercised, exercise price range (in dollars per share)	1.52
Outstanding, exercise price range (in dollars per share)	3.5	3.5
Maximum [Member]
Exercised, exercise price range (in dollars per share)	1.72
Outstanding, exercise price range (in dollars per share)	$ 39.11	$ 39.11

Note 10 - Stock-based Compensation Plans - Stock Options Outstanding and Exercisable (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lower Range of Exercise Price (in dollars per share)	$ 3.5
Upper Range of Exercise Price (in dollars per share)	$ 39.11
Number Outstanding (in shares)	59,000	59,000	59,000
Outstanding Weighted Average Contractual Life Remaining (Year)	4 years 7 months 6 days
Outstanding Weighted Average Exercise Price (in dollars per share)	$ 17.35
Outstanding Aggregate Intrinsic Value	$ 179,290
Options Outstanding Exercise Price Range1 [Member]
Lower Range of Exercise Price (in dollars per share)	$ 3.5
Upper Range of Exercise Price (in dollars per share)	$ 3.86
Number Outstanding (in shares)	13,000
Outstanding Weighted Average Contractual Life Remaining (Year)	3 years 2 months 12 days
Outstanding Weighted Average Exercise Price (in dollars per share)	$ 3.75
Outstanding Aggregate Intrinsic Value	$ 131,050
Options Outstanding Exercise Price Range2 [Member]
Lower Range of Exercise Price (in dollars per share)	$ 7.8
Number Outstanding (in shares)	8,000
Outstanding Weighted Average Contractual Life Remaining (Year)	4 years 4 months 24 days
Outstanding Weighted Average Exercise Price (in dollars per share)	$ 7.8
Outstanding Aggregate Intrinsic Value	$ 48,240
Options Outstanding Exercise Price Range 3 [Member]
Lower Range of Exercise Price (in dollars per share)	$ 19.99
Number Outstanding (in shares)	30,000
Outstanding Weighted Average Contractual Life Remaining (Year)	5 years 1 month 6 days
Outstanding Weighted Average Exercise Price (in dollars per share)	$ 19.99
Options Outstanding Exercise Price Range 4 [Member]
Lower Range of Exercise Price (in dollars per share)	$ 39.11
Number Outstanding (in shares)	8,000
Outstanding Weighted Average Contractual Life Remaining (Year)	5 years 4 months 24 days
Outstanding Weighted Average Exercise Price (in dollars per share)	$ 39.11

Note 12 - Foreign Operations (Details Textual) - Foreign [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets, Noncurrent	$ 7,301,000	$ 5,594,000
Liabilities	$ 1,838,000	$ 1,881,000

Note 13 - Industry Segments (Details Textual)	12 Months Ended
	Dec. 31, 2023
Number of Operating Segments	1

Note 14 - Earnings Per Share (Details Textual) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements	16,000	25,000

Note 14 - Earnings Per Share - Reconciliation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net Income	$ 3,395	$ 13,881
Weighted-average basic shares outstanding (in shares)	8,457,714	8,574,019
Effect of dilutive securities (in shares)	16,000	25,000
Weighted-average diluted shares (in shares)	8,474,123	8,598,546
Basic earnings per share (in dollars per share)	$ 0.4	$ 1.62
Diluted earnings per share (in dollars per share)	$ 0.4	$ 1.61

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