Attached files
Exhibit 99.3
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The
Unaudited Pro Forma Financial Information reflects financial
information, which gives effect to the October 2, 2017 acquisition
of Interwest Transfer Company, Inc. (“Interwest”) by
Issuer Direct Corporation (the “Company”) whereby the
Company paid $1,935,000 and 25,235 shares of the Company’s
common stock at closing and agreed to pay $320,000 on each
anniversary date for the subsequent three years to the sole
shareholder of Interwest.
The
Unaudited Pro Forma Financial Information appearing below is
presented for illustrative purposes only, is based upon a number of
assumptions and estimates and is subject to uncertainties, and the
data does not purport to be indicative of the actual results of the
operations or financial condition that would have occurred had the
transactions described above in fact occurred on the dates
indicated, nor does it purport to be indicative of the results of
operations or financial condition that the combined company may
achieve in the future.
The
Unaudited Pro Forma Financial Information appearing below also does
not consider any potential effects of changes in market conditions
on revenues or expense efficiencies, among other factors. In
addition, as explained in more detail in the accompanying notes,
the preliminary allocation of the pro forma purchase price
reflected in the pro forma condensed combined financial data is
subject to adjustment and may vary significantly from the actual
purchase price allocation once completed.
Issuer Direct Corporation & Interwest Transfer
Company
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Unaudited Pro Forma Consolidated Income
Statement
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For the Nine Months Ended September 30, 2017
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Issuer Direct Corp
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Interwest
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Pro Forma
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(Numbers
in 000's except per share information)
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Actual
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Actual
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Adjusments
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Pro Forma
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Income Statement
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Revenues
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$9,229
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$1,223
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$10,452
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Cost
of services
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2,476
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502
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(243)
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(1)
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2,735
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Gross
profit
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6,753
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721
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243
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7,717
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Operating costs and expenses:
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General
and administrative
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2,525
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344
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(213)
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(1)
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2,656
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Sales
and marketing
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1,920
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-
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1,920
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Product
Development
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410
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-
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410
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Depreciation
and amortization
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310
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6
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(6)
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(2)
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310
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Total
operating costs and expenses
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5,165
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350
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(219)
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5,296
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Operating income
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1,588
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371
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462
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2,420
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Other income (expense):
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Other
Income, net
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(24)
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-
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(24)
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Interest
Income
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-
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-
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-
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-
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Total
other income (expense)
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(24)
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-
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-
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(24)
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Income (loss), before income taxes
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1,564
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371
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462
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2,396
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Income
tax expense
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(438)
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-
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(291)
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(3)
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(729)
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Net income (loss)
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1,126
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371
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170
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1,667
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Income
per share - basic
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$0.38
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$0.56
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Income
per share - fully diluted
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$0.37
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$0.55
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Weighted
average number of common shares outstanding - basic
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2,931
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-
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25
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(4)
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2,956
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Weighted
average number of common shares outstanding - fully
diluted
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3,013
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-
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25
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(4)
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3,038
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See
notes to unaudited pro forma financial information
Issuer Direct Corporation & Interwest Transfer
Company
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Unaudited Pro Forma Consolidated Income
Statement
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For the Year Ended December 31, 2016
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Issuer Direct Corp
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Interwest
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(Numbers
in 000's except per share information)
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Actual
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Actual
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Eliminations
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Pro-Forma
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Income Statement
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Revenues
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$12,059
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$1,647
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$-
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$13,706
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Cost
of services
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3,024
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537
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(143)
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(5)
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3,418
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Gross
profit
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9,035
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1,110
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143
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10,288
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Operating costs and expenses:
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General
and administrative
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3,185
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404
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(257)
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(5)
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3,332
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Sales
and marketing
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2,601
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-
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-
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2,601
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Product
Development
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404
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-
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-
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404
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Depreciation
and amortization
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910
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11
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(11)
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(2)
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910
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Total
operating costs and expenses
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7,100
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415
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(268)
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7,247
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Operating income
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1,935
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695
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412
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3,042
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Other income (expense):
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Other
Income, net
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80
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-
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80
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Interest
Income
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4
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-
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4
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Total
other income (expense)
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84
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-
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84
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Income (loss), before income taxes
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2,019
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695
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412
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3,126
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Income
tax expense
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(464)
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-
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(387)
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(3)
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(851)
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Net income (loss)
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1,555
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695
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24
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2,274
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Income
per share - basic
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$0.55
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$0.80
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Income
per share - fully diluted
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$0.54
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$0.78
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Weighted
average number of common shares outstanding - basic
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2,820
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-
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25
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(4)
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2,845
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Weighted
average number of common shares outstanding - fully
diluted
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2,903
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-
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25
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(4)
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2,928
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See
notes to unaudited pro forma financial information
-2-
Issuer Direct Corporation & Interwest Transfer Company
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Unaudited Pro Forma Consolidated Balance Sheet
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As of September 30, 2017
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Consolidated Balance Sheets (USD $000's)
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Issuer Direct Corp
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Interwest
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Eliminations
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ProForma
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Current assets:
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Cash
and cash equivalents
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$6,407
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$63
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$(1,935)
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(6)
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$4,535
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Accounts
receivable, net
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1,067
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85
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1,152
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Deferred
income tax asset - current
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-
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-
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-
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Other
current assets
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396
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17
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413
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Total current assets
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7,870
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164
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(1,935)
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6,099
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Capitalized
Software, net
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2,767
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2,767
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Fixed
Assets, net
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159
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12
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(12)
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(2)
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159
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Deferred
income tax - noncurrent
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137
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-
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137
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Goodwill
& Intangible assets
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3,373
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3,064
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(7)
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6,437
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Other
noncurrent assets
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18
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-
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18
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Total assets
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$14,324
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$176
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$1,117
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$15,617
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Current liabilities:
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Current
maturities of notes payable and long-term debt
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$-
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$-
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$-
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Accounts
payable
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481
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3
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484
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Advance
postage fees
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-
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-
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-
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Accrued
expenses
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680
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9
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689
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Income
taxes payable
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80
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-
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80
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Line
of credit
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-
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-
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-
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Deferred
revenue
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958
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21
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979
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Total current liabilities
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2,199
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33
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-
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2,232
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Deferred
Income taxes
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54
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-
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54
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Other
long-term liabilities
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86
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-
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928
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(6)
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1,014
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Total liabilities
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2,339
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33
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928
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3,300
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Stockholders' equity:
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Preferred
stock
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-
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-
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-
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Common
stock
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3
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-
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3
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Additional
paid-in capital
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9,776
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6
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328
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(4),(8)
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10,109
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Other
accumulated comprehensive income
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29
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-
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29
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Retained
earnings (accumulated deficit)
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2,177
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138
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(138)
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(8)
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2,177
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Total stockholders' equity
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11,985
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143
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190
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12,318
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Total liabilities and stockholders' equity
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$14,324
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$176
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$1,117
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$15,617
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See
notes to unaudited pro forma financial information
-3-
Notes to Unaudited Pro Form Financial Information
(All numbers in 000's except per share
information)
Note 1 - Basis of Presentation
The
Unaudited Pro Forma Financial Information and explanatory notes
have been prepared to illustrate the effects of the acquisition
under the acquisition method of accounting with the Company as the
acquirer. The Unaudited Pro Forma
Financial Information is presented for illustrative purposes
only and does not necessarily indicate the financial results of the
combined companies had the companies actually been combined at the
beginning of the periods presented, nor does it necessarily
indicate the results of operations in future periods or the future
financial position of the combined entities. Under the acquisition
method of accounting, the assets and liabilities of Interwest, as
of the effective date of the acquisition, will be recorded by the
Company at their respective fair values and the excess of the
consideration over the fair value of Interwest’s net assets
will be allocated to goodwill.
The
acquisition price consists of $1,935 and 25.235
shares of the Company’s common stock paid at closing and $320
to be paid on each anniversary date for the subsequent three years
to the sole shareholder of Interwest. This purchase price is
subject to a working capital adjustment based on a working capital
target of $75.
The pro
forma allocation of the purchase price reflected in the
Unaudited Pro Forma
Financial Information is subject to adjustment and may vary
from the actual purchase price allocation once completed.
Adjustments may include, but not limited to, adjustments of
Interwest’s balance sheet through the effective date of the
acquisition; the aggregate value of consideration paid if the price
of shares of the Company’s common stock varies from the
assumed $13.20 per share, which represents the closing price of the
Company’s common stock on the date of the acquisition;
revisions to estimated fair value of fixed assets and intangible
assets acquired. Accordingly, the preliminary estimated fair values
of these assets and liabilities are subject to change pending
additional information that may be developed by the Company and
Interwest. Allocation of an increased portion of the purchase price
to identifiable intangible assets with a finite life will reduce
the amount of purchase price allocated to goodwill in the
Unaudited Pro Forma
Financial Information and may result in increased
depreciation and/or amortization expense, which could be
material.
The
accounting policies of Interwest are in the process of being
reviewed in detail. Upon completion of such review, conforming
adjustments of financial statement reclassifications may be
determined.
Note 2 - Preliminary Purchase Price Allocation
The
purchase price reflected in the Unaudited Pro Forma
Financial Information consists of the
following:
Purchase price paid in cash at
closing
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$1,935
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Purchase price paid in stock (25,235
shares valued at $13.20*)
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333
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Future anniversary
payments
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960
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Working capital
adjustment
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(32)
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Total Purchase
Price
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$3,196
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* The
fair value of the common stock issued was determined using the
closing price on NYSE American exchange on October 2,
2017.
The
stock consideration portion of the purchase was determined based on
the formula (i) $320 divided by (ii) the per share value, with the
per share value being a price per share equal to the average
closing price of the common stock for the ninety (90) trading days
immediately prior to October 2, 2017.
Unaudited Preliminary Purchase Price Allocation
The
estimated allocation of the purchase price on the date of
acquisition (October 2, 2017) consists of the
following:
Cash
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$63
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Accounts Receivable,
net
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85
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Goodwill & other intangible
assets
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3,064
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Other current assets
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17
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Accounts payable
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(3)
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Accrued expenses
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(9)
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Deferred revenue
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(21)
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Total purchase
price
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$3,196
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-4-
Note 3 - Pro Forma
Adjustments
Notes to unaudited pro forma financial
information
(1)
Eliminates
salaries, bonuses and benefits of $281 for employees whose
positions have been eliminated; rent, insurance and other office
costs of $75 that will no longer be necessary due to current
agreements the Company has in place and professional fees of $100
related to acquisition costs or other services no longer
required.
(2)
Eliminates
depreciation and cost of fixed assets which will either not be
conveyed to the Company or for which the value has been written
down
(3)
Includes
additional tax expense for Interwest operations as well as proforma
adjustments at the Company's current estimated tax rate of
35%
(4)
Amount
of shares issued to the principal of Interwest at time of closing.
Additional paid in capital is based on the closing price of the
shares on of $13.20 on October 2, 2017.
(5)
Eliminates
salaries, bonuses and benefits of $248 for employees whose
positions have been eliminated; rent, insurance and other office
costs of $116 that will no longer be necessary due to current
agreements the Company has in place and professional fees of $36
related to acquisition costs or other services no longer
required.
(6)
Purchase
price consisted of $1,935 cash paid at closing, working capital
adjustment of ($32) to be applied against first anniversary payment
of $320 as well as anniversary payments of $320 on each of the
second and third anniversary dates.
(7)
Expected
amount of goodwill and intangible assets once the purchase price
allocation is completed
(8)
Elimination
of equity and retained earnings of Interwest
-5-