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8-K - CURRENT REPORT - ISSUER DIRECT CORP | isdr_8k.htm |
Exhibit 99.1
Issuer
Direct Reports Fourth Quarter and Full Year 2016 Financial
Results
Full Year Accesswire Revenue Increases 60% and Overall Gross
Margins Increase to 75%
MORRISVILLE, NC / ACCESSWIRE / March 2, 2017
/ Issuer Direct Corporation (NYSE MKT:ISDR) (the
"Company"), an industry-leading communications and compliance
company, today reported its operating results for the year and
three months ended December 31, 2016. The Company will host an
investor conference call today at 4:30 PM Eastern Time to discuss
its operating results.
Fourth Quarter 2016 Financial Highlights:
●
Revenue
was $2.8 million, an increase of 3% compared to Q4 2015, but a
decrease of 3% compared to Q3 2016.
●
Accesswire™
revenue increased 44% from Q4 2015 and 12% from Q3
2016.
●
Platform
and technology revenue doubled from Q4 2015 and increased 18% from
Q3 2016.
●
Gross
margin increased to 75%, up from 70% in Q4 2015 and 74% in Q3
2016.
●
GAAP
earnings per diluted share was $0.17 compared to $(0.10) in Q4 2015
and $0.07 in Q3 2016.
●
The
Company generated cash flows from operations of $741,477 compared
to $865,371 in Q4 2015 and $533,672 in Q3 2016.
●
On
February 10, 2017, the company paid a quarterly cash dividend of
$0.05 per share, marking the sixth straight quarter of paying
dividends.
Full Year 2016 Financial Highlights:
●
Revenue
was $12.1 million, an increase of 4% from $11.6 million in 2015.
Absent a one-time benefit of $316,040, discussed below, revenue
would have been $11.7 million in 2016, an increase of 1% over
2015.
●
Accesswire™
revenue increased 60% from 2015.
●
Platform
and technology revenue increased 94% from 2015.
●
Gross
margin increased to 75% from 70% in 2015. Absent the one-time
benefit discussed below, gross margins would have been 74% in
2016.
●
GAAP
earnings per diluted share was $0.54 compared to $0.06 in
2015.
●
The
Company generated cash flows from operations of $2.8 million
compared to $3.2 million in 2015.
Key Performance
Indicators:
●
Excluding
Accesswire, the Company performed work for 886 clients in the
fourth quarter of 2016, down compared to 933 clients in Q4 2015 and
920 clients in Q3 2016.
●
On
a stand-alone basis, Accesswire performed news related activities
for 1,215 clients during the fourth quarter of 2016, compared to
911 in Q4 2015 and 954 in Q3 2016.
Brian
Balbirnie, CEO of Issuer Direct, commented, "We are pleased with
our quarterly and annual performance. Our Accesswire and platform
and technology businesses increased 12% and 18%, sequentially in
Q4, respectively. Combined, these areas accounted for 43% of total
revenue in the fourth quarter, up from 36% in Q3 and 26% last year.
Our goal is to make this 50% by mid-2017. Strong growth in these
businesses fueled gross margin expansion to 75% for the year and
quarter, up from 70% in both periods last year. EBITDA margins also
benefited, increasing to 26% for the year, up from 20% last year,
with total annual EBITDA growing 36% year over year. Our focus in
2017 will be on the continued development of our rapidly growing,
highly profitable, and scalable Accesswire business and our
platform and technology products.”
Financial Results for the Fourth Quarter ended December 31,
2016:
Total
revenue for the fourth quarter of 2016 was $2.8 million compared to
$2.7 million for the fourth quarter of 2015. The primary increase
in revenue was from our Accesswire platform, as we continue to
penetrate the newswire market. We also achieved increases in
revenue from increased licensing of all of our cloud-based products
as well as increased revenue associated with our proxy and transfer
agent services. These increases were partially offset by continued
decline in our ARS business, as issuers shift from hardcopy
fulfillment to digital fulfillment or elect not to continue with
the service, as well as in our Edgar and XBRL services, as the
market continues to become commoditized.
Gross
margin for the fourth quarter of 2016 was $2.1 million or 75% of
total revenue, compared to $1.9 million, or 70% gross margin in the
fourth quarter of 2015. The increase in gross margin is due to the
success of our Accesswire business and stream-lined costs as a
result of our continued transition to a cloud-based subscription
model.
We
anticipate the Company will be able to maintain gross margin
percentages above the historical 70% level as the Company continues
this transition.
Operating
income was $484,458 for the three months ended December 31, 2016,
as compared to an operating loss of $(313,296) during the same
period of the prior year. The primary reason for the increase was
due to an impairment loss on intangible assets of $547,000 during
the fourth quarter of 2015 as well as lower amortization during the
fourth quarter of 2016 due to intangible assets which became fully
amortized during the year.
On
a GAAP basis, the Company reported net income of $510,403, or $0.17
per diluted share during the three months ended December 31, 2016,
compared to a net loss of $(293,839), or $(0.10) per diluted share
during the three months ended December 31, 2015.
Fourth
quarter EBITDA was $666,869, or 24% of revenue, compared to
$533,059, or 20%, during the fourth quarter of 2015. Non-GAAP net
income was $497,639 or $0.17 per diluted share, compared to
$396,591 or $0.14 per diluted share during the fourth quarter of
2015. The Non-GAAP results exclude amortization and impairment loss
of intangible assets, stock-based compensation, integration and
acquisition costs, unusual and infrequent gains, non-cash interest
expense, impact of changes to the deferred tax asset valuation
allowance 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.
Financial Results for the year ended December 31,
2016:
Total
revenue was $12.1 million during the year ended December 31, 2016,
compared to $11.6 million during the year ended December 31, 2015.
Included in revenue for the year ended December 31, 2016, is the
benefit of $316,040 related to the one-time reversal of an accrual
of unused postage credits related to ARS clients acquired from
PrecisionIR. As noted earlier, the increase in revenue is primarily
due to an increase in our Accesswire business, increased licenses
of our cloud-based products as well as increased revenue from our
proxy and transfer agent services partially offset by the continued
decline of our physical hardcopy delivery ARS business and our
Edgar and XBRL services.
Gross
margin was $9.0 million, or 75% of revenue, for the year ended
December 31, 2016, compared to $8.2 million, or 70%, during the
same period of 2015. As noted above, the increase in gross margin
is due to the reversal of the unused postage credits as well as
Accesswire and our ongoing transition to a cloud-based subscription
model.
Operating income was $1.9 million compared to $634,236 in the same
period of last year. The increase in operating income is primarily
attributable to higher gross margins, resulting from increased
revenue and lower cost of revenues as a result of our transition to
a cloud-based, subscription
model. Additionally, the year ended December 31, 2015, was
negatively impacted by the impairment loss on intangible assets of
$547,000.
On
a GAAP basis, the Company reported net income of $1.6 million, or
$0.54 per diluted share, compared to $144,584 or $0.06 per diluted
share in the same period of 2015.
EBITDA
for the year ended December 31, 2016, was $3.1 million, or 26%,
compared to $2.3 million, or 20%, during the same period of last
year. Non-GAAP net income was $2.0 million, or $0.69 per diluted
share, compared to $1.8 million, or $0.71 per diluted share during
the same period of last year. It is important to note the reason
for the decrease in Non-GAAP income per diluted share despite an
increase in Non-GAAP income is due to an increase in the amount of
shares outstanding as the result of the conversion of a note
payable into 417,712 shares of the Company’s common stock in
August 2015. The Non-GAAP results exclude amortization and
impairment loss of intangible assets, stock-based compensation,
integration and acquisition costs, unusual and infrequent gains,
non-cash interest expense, impact of changes to the deferred tax
asset valuation allowance 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 generally excludes
certain items such as amortization and impairment of acquired
intangibles, non-cash stock-based compensation charges, unusual,
non-recurring gains and charges and non-cash interest expense. 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
|
Three Months
ended December 31,
|
|
|
2016
|
2015
|
|
Amount
|
Amount
|
|
|
|
Net income
(loss):
|
$510,403
|
$(293,839)
|
Adjustments:
|
|
|
Depreciation and
amortization
|
176,880
|
299,355
|
Impairment loss on
intangible assets
|
-
|
547,000
|
Interest
income
|
(1,087)
|
(886)
|
Income tax
benefit
|
(19,327)
|
(18,571)
|
EBITDA:
|
$666,869
|
$533,059
|
|
Year ended
December 31,
|
|
|
2016
|
2015
|
|
Amount
|
Amount
|
|
|
|
Net
income:
|
$1,555,208
|
$144,584
|
Adjustments:
|
|
|
Depreciation and
amortization
|
1,076,808
|
1,099,870
|
Impairment loss on
intangible assets
|
-
|
547,000
|
Interest (income)
expense, net
|
(4,080)
|
622,139
|
Income tax expense
(benefit)
|
464,350
|
(132,487)
|
EBITDA:
|
$3,092,286
|
$2,281,106
|
RECONCILIATION
OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
|
Three Months
ended December 31,
|
|||
|
2016
|
2015
|
||
|
Amount
|
Per diluted
share
|
Amount
|
Per diluted
share
|
|
|
|
|
|
Net income
(loss):
|
$510,403
|
$0.17
|
$(293,839)
|
$(0.10)
|
Adjustments:
|
|
|
|
|
Amortization and
impairment loss of intangible assets (1)
|
104,657
|
0.04
|
804,960
|
0.28
|
Stock-based
compensation (2)
|
131,877
|
0.05
|
178,428
|
0.06
|
Integration and
acquisition costs (3)
|
-
|
-
|
15,834
|
0.01
|
Unusual,
non-recurring gains (4)
|
(5,531)
|
0.00
|
-
|
|
Tax impact of
adjustments (6)
|
(101,818)
|
(0.04)
|
(339,736)
|
(0.12)
|
Impact of change in
valuation allowance (7)
|
(141,949)
|
(0.05)
|
30,944
|
0.01
|
Non-GAAP net
income:
|
$497,639
|
$0.17
|
$396,591
|
$0.14
|
|
Year ended
December 31,
|
|||
|
2016
|
2015
|
||
|
Amount
|
Per diluted
share
|
Amount
|
Per diluted
share
|
|
|
|
|
|
Net
income:
|
$1,555,208
|
$0.54
|
$144,584
|
$0.06
|
Adjustments:
|
|
|
|
|
Amortization and
impairment loss of intangible assets (1)
|
811,078
|
0.28
|
1,542,338
|
0.60
|
Stock-based
compensation (2)
|
592,025
|
0.20
|
549,184
|
0.21
|
Integration and
acquisition costs (3)
|
-
|
-
|
190,000
|
0.07
|
Unusual,
non-recurring gains (4)
|
(396,205)
|
(0.14)
|
-
|
-
|
Non-cash interest
expense (5)
|
-
|
-
|
535,397
|
0.21
|
Tax impact of
adjustments (6)
|
(342,345)
|
(0.12)
|
(957,752)
|
(0.37)
|
Impact of change in
valuation allowance (7)
|
(213,965)
|
(0.07)
|
(179,426)
|
(0.07)
|
Non-GAAP net
income:
|
$2,005,796
|
$0.69
|
$1,824,325
|
$0.71
|
(1) The
adjustments represent the amortization and impairment loss of
intangible assets related to acquired assets and
companies.
(2) The
adjustments represent stock-based compensation expense recognized
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 to employees or 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 fees, consulting fees, integration
costs, and other non-recurring costs in connection with the
acquisition of Accesswire.
(4) The
adjustment removes gains during the period that are unusual,
non-recurring or infrequent in nature and don’t relate to the
core business of the Company. For the three and twelve months ended
December 31, 2016, these gains include the change in value of stock
received, in lieu of cash, related to the settlement of a
receivable and the reversal of an accrual related to unused postage
credits related to ARS clients acquired during the acquisition of
PrecisionIR.
(5) The
adjustment represents the amortization of debt-discount that was
created as a result of a beneficial conversion feature that was
embedded in a note payable that the Company issued in order to
finance the acquisition of PrecisionIR Group, Inc. The amortization
of the debt discount is recorded as non-cash interest expense and
has no impact on the cash flows or operations of the
Company.
(6)
This adjustment gives effect to the tax impact of all Non-GAAP
adjustments at a rate of 34%, which approximates the Company's
state and federal tax rates.
(7) The
adjustment eliminates the impact on income tax expense of the
change in the valuation allowance established for deferred tax
assets associated with net operating losses for PrecisionIR Group,
Inc. at the date of acquisition.
Conference Call Information
To
participate in this event dial approximately 5 to 10 minutes before
the beginning of the call.
●
Date, Time: March
2, 2017, 4:30PM ET
●
Toll free: (866)
682-6100
●
International:
(862)
255-5401
●
Live
Webcast: https://www.investornetwork.com/company/816
Conference Call Replay Information
The
replay will be available beginning approximately 1 hour after the
completion of the live event, ending at midnight eastern on March
31, 2017.
●
Toll free:
877-481-4010
●
International:
919-882-2331
●
Reference ID:
10244
●
Web
replay: http://www.issuerdirect.com/earnings-calls-and-scripts/
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 2,000 public and private
companies in more than 18 countries. 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, 2015
including but not limited to the discussion under "Risk Factors"
therein, which the Company has filed 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
AS OF DECEMBER 31, 2016 AND 2015
|
December 31,
|
|
|
2016
|
2015
|
|
(unaudited)
|
|
ASSETS
|
|
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$5,338,978
|
$4,215,145
|
Accounts receivable
(net of allowance for doubtful accounts of $429,192 and $396,884,
respectively)
|
1,299,698
|
1,253,628
|
Other current
assets
|
188,584
|
252,468
|
Total current
assets
|
6,827,260
|
5,721,241
|
Capitalized
software (net of accumulated amortization of $207,438 and $25,133,
respectively)
|
2,048,273
|
723,962
|
Fixed assets (net
of accumulated depreciation of $318,077 and $262,797,
respectively)
|
204,316
|
175,497
|
Deferred income tax
asset - noncurrent
|
140,974
|
97,974
|
Other long-term
assets
|
17,891
|
18,301
|
Goodwill
|
2,241,872
|
2,241,872
|
Intangible assets
(net of accumulated amortization of $3,323,782 and $2,512,704,
respectively)
|
1,380,218
|
2,191,296
|
Total
assets
|
$12,860,804
|
$11,170,143
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$343,418
|
$385,285
|
Accrued
expenses
|
806,399
|
995,999
|
Income taxes
payable
|
111,961
|
199,613
|
Deferred
revenue
|
842,642
|
822,481
|
Total current
liabilities
|
2,104,420
|
2,403,378
|
Deferred income tax
liability
|
66,332
|
94,566
|
Other long-term
liabilities
|
112,154
|
113,222
|
Total
liabilities
|
2,282,906
|
2,611,166
|
Commitments and
contingencies
|
|
|
Stockholders'
equity:
|
|
|
Preferred stock,
$0.001 par value, 30,000,000 shares authorized, no shares issued
and outstanding as of December 31, 2016 and 2015.
|
-
|
-
|
Common stock $0.001
par value, 100,000,000 shares authorized, 2,860,944 and 2,785,044
shares issued and outstanding as of December 31, 2016 and 2015,
respectively.
|
2,861
|
2,785
|
Additional paid-in
capital
|
9,119,610
|
8,202,605
|
Other accumulated
comprehensive loss
|
(35,798)
|
(35,154)
|
Retained
earnings
|
1,491,225
|
388,741
|
Total stockholders'
equity
|
10,577,898
|
8,558,977
|
Total
liabilities and stockholders’ equity
|
$12,860,804
|
$11,170,143
|
ISSUER DIRECT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the three
months ended
|
For the twelve
months ended
|
||
|
December 31,
2016 |
December
31,
2015
|
December
31,
2016
|
December
31,
2015
|
|
|
(unaudited)
|
(unaudited)
|
|
Revenues
|
$2,774,520
|
$2,682,607
|
$12,058,866
|
$11,619,883
|
Cost of
services
|
691,105
|
792,568
|
3,024,339
|
3,447,992
|
Gross
profit
|
2,083,415
|
1,890,039
|
9,034,527
|
8,171,891
|
Operating costs and
expenses:
|
|
|
|
|
General and
administrative
|
703,688
|
694,438
|
3,185,308
|
3,241,404
|
Sales and
marketing
|
653,546
|
612,884
|
2,600,851
|
2,343,330
|
Product
Development
|
112,104
|
70,191
|
403,623
|
326,584
|
Depreciation and
amortization
|
129,619
|
278,822
|
909,432
|
1,079,337
|
Impairment loss on
intangible assets
|
-
|
547,000
|
-
|
547,000
|
Total operating
costs and expenses
|
1,598,957
|
2,203,335
|
7,099,214
|
7,537,655
|
Operating
income
|
484,458
|
(313,296)
|
1,935,313
|
634,236
|
Other income
(expense):
|
|
|
|
|
Other income,
net
|
5,531
|
-
|
80,165
|
-
|
Interest income
(expense), net
|
1,087
|
886
|
4,080
|
(622,139)
|
Total other
income (expense)
|
6,618
|
886
|
84,245
|
(622,139)
|
Income (Loss)
before taxes
|
491,076
|
(312,410)
|
2,019,558
|
12,097
|
Income
tax (benefit) expense
|
(19,327)
|
(18,571)
|
464,350
|
(132,487)
|
Net income
(loss)
|
$510,403
|
$(293,839)
|
$1,555,208
|
$144,584
|
Income (loss) per
share – basic
|
$0.18
|
$(0.11)
|
$0.55
|
$0.06
|
Income (loss) per
share - fully diluted
|
$0.17
|
$(0.10)
|
$0.54
|
$0.06
|
Weighted average
number of common shares outstanding - basic
|
2,858,520
|
2,772,027
|
2,819,720
|
2,486,684
|
Weighted average
number of common shares outstanding - fully diluted
|
2,932,327
|
2,880,322
|
2,903,255
|
2,575,952
|
ISSUER DIRECT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Years
ended December 31,
|
|
|
2016
|
2015
|
Cash
flows from operating activities
|
(unaudited)
|
|
Net
income
|
$1,555,208
|
$144,584
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
Bad debt
expense
|
195,327
|
169,020
|
Depreciation and
amortization
|
1,076,808
|
1,099,870
|
Impairment loss on
intangible assets
|
-
|
547,000
|
Deferred income
taxes
|
(210,406)
|
(631,938)
|
Non-cash interest
expense
|
-
|
535,397
|
Stock-based
compensation expense
|
592,025
|
549,184
|
Changes in
operating assets and liabilities:
|
|
|
Decrease (increase)
in accounts receivable
|
(259,132)
|
586,518
|
Decrease (increase)
in deposits and prepaid assets
|
63,171
|
68,813
|
Increase (decrease)
in accounts payable
|
(38,602)
|
132,168
|
Increase (decrease)
in deferred revenue
|
42,748
|
(44,680)
|
Increase (decrease)
in accrued expenses
|
(255,821)
|
20,630
|
Net cash provided
by operating activities
|
2,761,326
|
3,176,566
|
|
|
|
Cash
flows from investing activities
|
|
|
Capitalized
software
|
(1,077,382)
|
(553,684)
|
Purchase of fixed
assets
|
(112,244)
|
(109,512)
|
Net cash used in
investing activities
|
(1,189,626)
|
(663,196)
|
|
|
|
Cash
flows from financing activities
|
|
|
Proceeds from
exercise of stock options, net of income taxes
|
34,994
|
28,100
|
Excess tax benefit
from share based compensation
|
-
|
38,235
|
Payment of
dividend
|
(452,724)
|
(83,101)
|
Net cash used in
financing activities
|
(417,730)
|
(16,766)
|
|
|
|
Net change in
cash
|
1,153,970
|
2,496,604
|
Cash-
beginning
|
4,215,145
|
1,721,343
|
Currency
translation adjustment
|
(30,137)
|
(2,802)
|
Cash-
ending
|
$5,338,978
|
$4,215,145
|
|
|
|
Supplemental disclosures:
|
|
|
Cash paid for
interest
|
$-
|
$85,870
|
Cash paid for
income taxes
|
$715,614
|
$282,951
|
Non-cash
activities:
|
|
|
Stock-based
compensation - capitalized software
|
$429,234
|
$195,411
|
Conversion of note
payable to common stock
|
$-
|
$1,666,673
|