EX-99 2 isdr_ex991.htm PRESS RELEASE Blueprint
 
Exhibit 99.1
 
Issuer Direct Reports Record Revenues for First Quarter 2019
 
Total Revenue Increases 18% to a record $4.2 million, while Platform and Technology Revenue Increases 31% Year Over Year to 64% of Total Revenue
 
MORRISVILLE, NC / ACCESSWIRE / May 2, 2019 / Issuer Direct Corporation (NYSE American: ISDR) (the "Company"), an industry-leading communications and compliance company, today reported its operating results for the three months ended March 31, 2019. The Company will host an investor conference call today at 4:30 PM Eastern Time to discuss its operating results.
 
First Quarter 2019 Highlights:
 
 
Total revenue was a record $4,179,000, an 18% increase from $3,530,000 in Q1 2018 and a 15% increase from $3,648,000 in Q4 2018.
 
 
Platform and Technology revenue increased 31% from Q1 2018 and 20% from Q4 2018.
 
 
Overall gross margin was 69%, compared to 71% in Q1 2018 and Q4 2018.
 
 
Platform and Technology gross margin was 75%, down from 79% in Q1 2018 and 78% in Q4 2018.
 
 
GAAP earnings per diluted share was $0.05 compared to $0.10 in Q1 2018 and $0.02 in Q4 2018.
 
 
The Company generated cash flows from operations of $536,000 compared to $537,000 in Q1 2018 and $716,000 in Q4 2018.
 
 
On January 3, 2019, the Company completed the acquisition of the VisualWebcaster Platform from Onstream Media Corporation.
 
Customer Count Metrics:
 
 
During the quarter, the Company had 1,482 publicly traded customers, compared to 1,176 during the same period last year.
 
 
During the quarter the Company had 764 privately held customers compared to 606 during the same period last year.
 
Brian Balbirnie, CEO of Issuer Direct, commented, “2019 is off to a good start. Total revenue increased 18% and Platform and Technology revenue increased 31% and now accounts for 64% of total revenue. Our Platform and Technology business growth came both through the acquisition of the VisualWebcaster Platform on January 3, 2019 in addition to organic growth of the business as we added 20 net new Platform id. subscriptions to new and existing customers with an annual contract value of $189,000 during the quarter.”
 
Mr. Balbirnie added, “Furthermore, we continued to invest for growth by building out and refining our overall sales & marketing team. We expect this to be a significant focus throughout 2019 in order for us to achieve our expectations on customer acquisition and market penetration. During the quarter, we progressed nicely with the launch of our conference management software - specifically, we started generating revenues and managed communications for a few well-recognized events with the expectation to deliver more than 20 events during 2019. We believe this Platform id. conference management module add-on has the ability to accelerate our revenue growth this year and beyond. We also believe the new software will significantly increase our exposure to issuers, investors and investment banks as they will be using our platform to enroll in and manage their participation in the events.”

 
 
 
 
Financial Results for the First Quarter Ended March 31, 2019:
 
Total revenue for the first quarter of 2019 was $4,179,000, compared to $3,530,000 for the same period of 2018, an increase of $649,000, or 18%. Revenue from customers obtained from our acquisitions of the VisualWebcaster Platform (“VWP”) and Filing Services Canada Inc. (“FSCwire”) totaled $627,000 during the first quarter of 2019.
 
Platform and Technology revenue increased $633,000, or 31%, during the first quarter of 2019, as compared to the first quarter of 2018. The VWP and FSCwire acquisitions generated $509,000 of Platform and Technology revenue in the first quarter of 2019. Additionally, we generated increased revenue from additional subscriptions of Platform id. During the quarter, we added 20 net new Platform id. subscriptions to new or existing customers with an annual contract value of $189,000. These increases were partially offset by the continued decline of our shareholder outreach offering. As a percentage of overall revenue, Platform & Technology revenue increased to 64% of total revenue for the three months ended March 31, 2019, compared to 58% for the same period of 2018.
 
Services revenue increased $16,000, or 1%, during the first quarter of 2019, as compared to the same period of 2018. The increase was primarily due to the acquisition of VWP as well as additional revenue from our print and proxy distribution services due to one-time projects. These increases were partially offset by continued customer attrition in our legacy ARS business as companies elected to leave the service or transitioned to our electronic delivery alternative (reflected as Platform and Technology revenue). Additionally, revenue from our compliance services decreased as we continue to face pricing pressure in the market and due to a shift of some of this revenue to the Platform and Technology stream.
 
Gross margin for the first quarter of 2019 was $2,877,000, or 69% of revenue, compared to $2,509,000, or 71% of revenue, in the first quarter of 2018. The decrease is primarily related to the addition of VWP, which generated a lower gross margin percentage than our legacy offerings. As we continue to work through the integration, we anticipate building more scale in the product and identifying costs which we will be able to stream-line in order to bring gross margin more in-line with previous quarters.
 
Operating income was $147,000 for the three months ended March 31, 2019, as compared to operating income of $315,000 during the same period of the prior year. Despite the increase in gross margin dollars noted above, the decrease in operating income is primarily attributable to increases in general and administrative expenses, sales and marketing expenses and product development expenses due to continued investments in personnel expenses and increased headcount as the Company positions itself for growth. General and administrative expenses also increased due to acquisition and integration related expenses associated with recent acquisitions of $112,000, as well as, an increase in bad debt expense of $181,000 over the same period of the prior year. Depreciation and amortization expense also increased due to higher amortization associated with intangible assets acquired in the VWP and FSCwire acquisitions.
 
On a GAAP basis, we generated net income of $205,000, or $0.05 per diluted share, during the three months ended March 31, 2019, compared to $320,000, or $0.10 per diluted share, during the same period of 2018. The decrease in earnings per share was partially due to the increase in shares outstanding for the three months ended March 31, 2019 due to the secondary offering completed in August 2018.
 
First quarter 2019 EBITDA was $558,000, or 13% of revenue, compared to $655,000, or 19% of revenue during the first quarter of 2018. Non-GAAP net income was $518,000, or $0.13 per diluted share, compared to $458,000, or $0.15 per diluted share, during the first quarter of 2018. The decrease in Non-GAAP earnings per share despite higher Non-GAAP net income is due to more shares outstanding as a result of the secondary offering completed in August 2018. The Non-GAAP results exclude amortization of intangible assets, stock-based compensation, integration and acquisition costs, unusual, non-recurring gains and losses, the impact of discrete items impacting income tax expense and tax impact of adjustments. Please refer to the tables below for the calculation of EBITDA and the reconciliation of GAAP income and earnings per share to Non-GAAP income and earnings per share.
 
 
 
 
Non-GAAP Information
 
Certain Non-GAAP financial measures are included in this press release. In the calculation of these measures, the Company excludes certain items, such as amortization of intangible assets, stock-based compensation, integration and acquisition costs, unusual, non-recurring gains and losses, the impact of discrete items impacting income tax expense and tax impact of adjustments. The Company believes that excluding such items provides investors and management with a representation of the Company's core operating performance and with information useful in assessing its prospects for the future and underlying trends in the Company's operating expenditures and continuing operations. Management uses such Non-GAAP measures to evaluate financial results and manage operations. The release and the attachments to this release provide a reconciliation of each of the Non-GAAP measures referred to in this release to the most directly comparable GAAP measure. The Non-GAAP financial measures are not meant to be considered a substitute for the corresponding GAAP financial statements and investors should evaluate them carefully. These Non-GAAP financial measures may differ materially from the Non-GAAP financial measures used by other companies.
 
CALCULATION OF EBITDA
($ in ‘000’s)
 
 
 
Three Months ended March 31,
 
 
 
2019
 
 
2018
 
 
 
Amount
 
 
Amount
 
 
 
 
 
 
 
 
Net income:
 $205 
 $320 
Adjustments:
    
    
Depreciation and amortization
  412 
  340 
Interest expense (income)
  (72)
  5 
Income tax expense
  13 
  (10)
EBITDA:
 $558 
 $655 
 
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
($ in ‘000’s, except per share amounts)
 
 
 
Three Months ended March 31,
 
 
 
2019
 
 
2018
 
 
 
Amount
 
 
Per diluted share
 
 
Amount
 
 
Per diluted share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income:
 $205 
 $0.05 
 $320 
 $0.10 
Adjustments:
    
    
    
    
Amortization of intangible assets (1)
  191 
  0.05 
  125 
  0.04 
Stock-based compensation (2)
  137 
  0.03 
  142 
  0.05 
Integration and acquisition costs (3)
  112 
  0.03 
   
   
Tax impact of adjustments (4)
  (92)
  (0.02)
  (56)
  (0.02)
Impact of discrete items impacting income tax expense (5)
  (35)
  (0.01)
  (73)
  (0.02)
Non-GAAP net income:
 $518 
 $0.13 
 $458 
 $0.15 
 
1) 
The adjustments represent the amortization of intangible assets related to acquired assets and companies.
 
2) 
The adjustments represent stock-based compensation expense related to awards of stock options, restricted stock units or common stock in exchange for services. Although the Company expects to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.
 
3) 
The adjustments represent legal and accounting fees and other non-recurring costs in connection with the acquisition of Filing Services Canada Inc. and the VisualWebcaster platform during the three months ended March 31, 2019.
 
4) 
This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal rate of 21%.
 
5) 
The adjustments eliminate discrete items impacting income tax expense. For the three months ended March 31, 2019 and 2018, the discrete items are related to the excess stock-based compensation tax benefit recognized in income tax expense (benefit) during the periods.
 
 
 
 
Conference Call Information
To participate in this event, dial approximately 5 to 10 minutes before the beginning of the call.
 
Date: May 2, 2019
Time: 4:30 PM ET
Participant: 877.407.8133 | 201.689.8040
 
Live Webcast is also available via Investor Network
https://www.investornetwork.com/event/presentation/47580

Conference Call Replay Information
 
The replay will be available beginning approximately 1 hour after the completion of the live event at https://www.issuerdirect.com/company/earnings-calls-transcripts
Reply Toll-free: 877.481.4010 
International: 919.882.2331
Reference ID: 47580
 
About Issuer Direct Corporation
 
Issuer Direct® is an industry-leading communications and compliance company focusing on the needs of corporate issuers. Issuer Direct's principal platform, Platform id., empowers users by thoughtfully integrating the most relevant tools, technologies, and services, thus eliminating the complexity associated with producing and distributing financial and business communications. Headquartered in RTP, NC, Issuer Direct serves more than 4,000 public and private companies in more than 18 countries on an annual basis. For more information, please visit www.issuerdirect.com.
 
Learn more about Issuer Direct today: Investor Tear Sheet.
 
Forward-Looking Statements
 
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs, such as "will," "should," "would," "may," and "could," are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company's forward-looking statements, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2018, including but not limited to the discussion under "Risk Factors" therein, which the Company will file with the SEC and which may be viewed at http://www.sec.gov/.
 
For Further Information:
 
Issuer Direct Corporation 
Brian R. Balbirnie 
(919)-481-4000 
brian.balbirnie@issuerdirect.com
 
Hayden IR 
Brett Maas
(646)-536-7331 
brett@haydenir.com
 
Hayden IR 
James Carbonara 
(646)-755-7412 
james@haydenir.com
 
SOURCE: Issuer Direct Corporation
 
 
 
 
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 
 
 
March 31,
 
 
December 31,
 
 
 
2019
 
 
2018
 
ASSETS
 
(unaudited)
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $14,961 
 $17,222 
Accounts receivable (net of allowance for doubtful accounts of $731 and $534, respectively)
  2,237 
  1,593 
Income tax receivable
  122 
  90 
Other current assets
  238 
  89 
Total current assets
  17,558 
  18,994 
Capitalized software (net of accumulated amortization of $1,514 and $1,310, respectively)
  1,753 
  1,957 
Fixed assets (net of accumulated amortization of $468 and $452, respectively)
  122 
  132 
Other long-term assets
  264 
  35 
Goodwill
  6,051 
  5,032 
Intangible assets (net of accumulated amortization of $4,410 and $4,219, respectively)
  4,367 
  2,802 
Total assets
 $30,115 
 $28,952 
 
    
    
LIABILITIES AND STOCKHOLDERS’ EQUITY
    
    
Current liabilities:
    
    
Accounts payable
 $625 
 $371 
Accrued expenses
  889 
  577 
Current portion of note payable
  320 
  320 
Income taxes payable
  40 
  83 
Deferred revenue
  1,464 
  1,249 
Total current liabilities
  3,338 
  2,600 
Note payable – long-term (net of discount of $38 and $45, respectively)
  282 
  276 
Deferred income tax liability
  419 
  413 
Other long-term liabilities
  74 
   
Total liabilities
  4,113 
  3,289 
Commitments and contingencies
    
    
Stockholders' equity:
    
    
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively.
   
   
Common stock $0.001 par value, 20,000,000 shares authorized, 3,854,568 and 3,829,572 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively.
  4 
  4 
Additional paid-in capital
  22,662 
  22,525 
Other accumulated comprehensive income
  (20)
  (17)
Retained earnings
  3,356 
  3,151 
Total stockholders' equity
  26,002 
  25,663 
Total liabilities and stockholders’ equity
  30,115 
 $28,952 
 
 

 
 
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except share and per share amounts)
 
 
 
For the Three Months Ended
 
 
 
March 31,
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Revenues
 $4,179 
 $3,530 
Cost of revenues
  1,302 
  1,021 
Gross profit
  2,877 
  2,509 
Operating costs and expenses:
    
    
General and administrative
  1,361 
  1,004 
Sales and marketing expenses
  820 
  750 
Product development
  337 
  298 
Depreciation and amortization
  212 
  142 
Total operating costs and expenses
  2,730 
  2,194 
Operating income
  147 
  315 
Interest income (expense), net
  71 
  (5)
Net income before income taxes
  218 
  310 
Income tax (benefit) expense
  13 
  (10)
Net income
 $205 
 $320 
Income per share – basic
 $0.05 
 $0.11 
Income per share – fully diluted
 $0.05 
 $0.10 
Weighted average number of common shares outstanding – basic
  3,850 
  3,036 
Weighted average number of common shares outstanding – fully diluted
  3,869 
  3,111 
 
 

 

ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
 (in thousands, except share and per share amounts)
 
 
 
Common Stock
 
 
Additional Paid-in  
 
 
Accumulated Other Comprehensive  
 
 
Retained  
 
 
Total Stockholders’ 
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Loss
 
 
Earnings
 
 
Equity
 
Balance at December 31, 2017
  3,014,494 
 $3 
 $10,400 
 $34 
 $2,774 
 $13,211 
Stock-based compensation expense
   
   
  142 
   
   
  142 
Exercise of stock awards, net of tax
  47,626 
   
  161 
   
   
  161 
Foreign currency translation
   
   
   
  43 
   
  43 
Dividends
  
 
  
 
  
 
  
 
  (152)
  (152)
Net income
   
   
   
   
  320 
  320 
Balance at March 31, 2018
  3,062,120 
 $3 
 $10,703 
 $77 
 $2,942 
 $13,725 
 
Balance at December 31, 2018
  3,829,572 
 $4 
 $22,525 
 $(17)
 $3,151 
 $25,663 
Stock-based compensation expense
   
   
  137 
   
   
  137 
Exercise of stock awards, net of tax
  24,996 
   
   
   
   
   
Foreign currency translation
   
   
   
  (3)
   
  (3)
Net income
   
   
   
   
  205 
  205 
Balance at March 31, 2019
  3,854,568 
 $4 
 $22,662 
 $(20)
 $3,356 
 $26,002 
 
 

 
 
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 
 
 
For the Three Months Ended
 
 
 
March 31,
 
 
March 31,
 
 
 
2019
 
 
2018
 
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 $205 
 $320 
Adjustments to reconcile net income to net cash provided by operating activities:
    
    
Depreciation and amortization
  412 
  340 
Bad debt expense
  224 
  43 
Deferred income taxes
  6 
  (8)
Non-cash interest expense
  7 
  6 
Stock-based compensation expense
  137 
  142 
Changes in operating assets and liabilities:
    
    
Decrease (increase) in accounts receivable
  (869)
  (253)
Decrease (increase) in deposits and prepaid assets
  (273)
  (70)
Increase (decrease) in accounts payable
  254 
  (154)
Increase (decrease) in accrued expenses
  218 
  (66)
Increase (decrease) in deferred revenue
  215 
  237 
Net cash provided by operating activities
  536 
  537 
 
    
    
Cash flows from investing activities:
    
    
Purchase of VisualWebcaster Platform
  (2,788)
   
Purchase of fixed assets
  (6)
  (25)
Net cash used in investing activities
  (2,794)
  (25)
 
    
    
Cash flows from financing activities:
    
    
Proceeds from exercise of stock options, net of income taxes
   
  160 
Payment of dividends
   
  (152)
Net cash provided by financing activities
   
  8 
 
    
    
Net change in cash
  (2,258)
  520 
Cash – beginning
  17,222 
  4,917 
Currency translation adjustment
  (3)
  46 
Cash – ending
 $14,961 
 $5,483 
 
    
    
Supplemental disclosures:
    
    
Cash paid for income taxes
 $37 
 $12 
Non-cash activities:
    
    
Right-of-use assets obtained in exchange for lease liabilities
 $260 
 $