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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 2017 Financial
Results
Total Revenue Increases 22% while Platform and Technology Revenue
Increases 40% from Q4 2016
MORRISVILLE, NC / ACCESSWIRE / March 1, 2018 / Issuer
Direct Corporation (NYSE American: ISDR) (the "Company"),
an industry-leading communications and compliance
company, today reported its operating results for the three months
and full year ended December 31, 2017. The Company will host an
investor conference call today at 4:30 PM Eastern Time to discuss
its operating results.
Fourth Quarter 2017 and Recent Highlights:
●
Total
revenue was $3,399,000, a 22% increase from $2,774,000 in Q4 2016
and a 16% increase from $2,931,000 in Q3 2017.
●
Platform
and Technology revenue increased 40% from Q4 2016 and 3% from Q3
2017.
●
Revenue
from customers recently acquired from Interwest Transfer Company,
Inc. on October 2, 2017, was approximately $404,000 during Q4
2017.
●
Overall
gross margin was 73%, compared to 75% in Q4 2016 and 72% in Q3
2017.
●
Platform
and Technology gross margin was 82%, down from 84% in Q4 2016 and
the same as Q3 2017.
●
GAAP
earnings per diluted share was $0.24 compared to $0.17 in Q4 2016
and $0.10 in Q3 2017.
●
The
Company generated cash flows from operations of $417,000 compared
to $741,000 in Q4 2016 and $638,000 in Q3 2017.
●
On
January 9, 2018, the Company's Board of Directors declared a
quarterly cash dividend of $0.05 per share, marking the tenth
straight quarter of paying dividends.
Full Year 2017 Highlights:
●
Total
revenue was $12,628,000, a 5% increase from $12,059,000 in
2016.
●
Platform
and Technology revenue increased 49% from 2016.
●
Overall
gross margin was 73%, compared to 75% in 2016.
●
Platform
and Technology gross margin was 82%, compared to 83% in
2016.
●
GAAP
earnings per diluted share was $0.62 compared to $0.54 in
2016.
●
The
Company generated cash flows from operations of $2,512,000 compared
to $2,761,000 in 2016.
Customer Count Metrics:
●
The
Company had 1,819 Platform and Technology customers during Q4 2017,
compared to 1,817 during Q4 2016 and 1,582 during Q3
2017.
●
The
Company had 579 Services customers during the Q4 2017, compared to
546 during Q4 2016 and 493 during Q3 2017.
Brian Balbirnie, CEO of Issuer Direct, commented, “We are
pleased to report that our Platform and Technology business
continues to perform well. Revenue in this area grew 40% year over
year during the fourth quarter of 2017 and 49% for the full year,
compared to 2016. As a percentage of total revenue, the Platform
and Technology business represented 51% of revenue in 2017 compared
to 36% in 2016 and generated a gross margin of 82%, compared to 73%
for our overall business. In the fourth quarter we began
implementing a strategy that focuses on comprehensive subscriptions
to Platform id.,
which include our compliance software as well as our communications
offering lead by our ACCESSWIRE product offering. We are moving
forward with this transition with the objective of increasing top
line revenues and improving profitability, EBITDA and cash flows as
we believe we will benefit from the scale built in our business
model.”
Mr. Balbirnie continued, “Looking ahead, in 2018, we are
focused on continuing to grow our direct customer base, as well as
customers through our strategic partnerships, which should further
expand our higher margin platform business. Successfully
implementing this initiative will support our objective of
continuing to accelerate sales and earnings and maximizing
shareholder value.”
Financial Results for the Fourth Quarter Ended December 31,
2017:
Total revenue for the fourth quarter of 2017 was $3,399,000
compared to $2,774,000 for the same period of 2016, an increase of
$625,000, or 22%. Revenue from customers obtained from our recent
acquisition of Interwest Transfer Company, Inc.
(“Interwest”) was approximately $404,000 during the
fourth quarter of 2017.
Platform and Technology revenue increased $475,000 or 40%, during
the fourth quarter of 2017, as compared to the fourth quarter of
2016. The increase is primarily due to an increase in revenue from
our ACCESSWIRE® offering, as we continue to penetrate the
newswire market. We also achieved revenue growth from increased
subscriptions in most of our other Platform id.™ cloud-based
products. As a percentage of overall revenue, Platform &
Technology revenue increased to 49% of total revenue for the three
months ended December 31, 2017 compared to 43% for the same period
of 2016.
Services revenue increased $149,000 or 9%, during the fourth
quarter of 2017, as compared to the same period of 2016. Revenue
from our transfer agent services increased, primarily as a result
of the acquisition of Interwest. We also generated increased
revenue from our print and proxy distribution services due to the
timing of certain projects and the ability to cross sell these
services to the customers acquired from Interwest. These increases
were partially offset by the continued customer attrition we
experienced in our legacy ARS business as companies elect to leave
the service or transition to our electronic delivery alternative
(reflected as Platform and Technology revenue). Additionally, we
experienced continued decline in our XBRL services business as the
market for these services commoditizes and we continue to
experience pricing pressure and or customers elect to utilize our
cloud-based platform.
Gross margin for the fourth quarter of 2017 was $2,480,000, or 73%
of total revenue, compared to $2,083,000, or 75% of revenue in the
fourth quarter of 2016. The decrease in gross margin percentage is
due to a combination of a decrease in gross margin in our Services
business as a result of lower revenue associated with fixed costs
of delivering our ARS and print and proxy distribution services as
well as slightly lower gross margin in Platform and Technology due
to increased distribution costs as well as amortization of
capitalized software placed in service during the
year.
Operating income was $440,000 for the three months ended December
31, 2017, as compared to operating income of $484,000 during the
same period of the prior year. Despite the increase in gross margin
noted above, the decrease in operating income is primarily
attributable to increases in product development expenses as a
result of less capitalization of costs and increased maintenance
costs required to support the software projects placed into
production during the year. Additionally, general and
administrative expenses increased due to increases in stock
compensation, bad debt expense and costs associated with the
acquisition of Interwest. During the three months ended December
31, 2017, the company recorded an income tax benefit of $307,000
compared to a benefit of $19,000 during the same period of the
prior year. The benefit during the fourth quarter of 2017 related
to accounting for the passage of the Tax Cuts and Jobs Act of 2017,
as well recently adopted accounting principles related to equity
compensation.
On a GAAP basis, we generated net income of $745,000 or $0.24 per
diluted share, during the three months ended December 31, 2017,
compared to $510,000, or $0.17 per diluted share during the same
period of 2016.
Fourth quarter EBITDA was $646,000, or 19% of revenue, compared to
$667,000, or 24% of revenue during the fourth quarter of 2016.
Non-GAAP net income was $546,000 or $0.18 per diluted share,
compared to $498,000 or $0.17 per diluted share during the fourth
quarter of 2016. The Non-GAAP results exclude amortization of
intangible assets, stock-based compensation, unusual, non-recurring
gains, integration and acquisition costs, 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.
Financial Results for the Year Ended December 31,
2017:
Total revenue was $12,628,000 for the year ended December 31, 2017,
compared to $12,059,000 for the year ended December 31, 2016. It is
important to note included in revenue for the year ended December
31, 2016, was $316,000 related to the reversal of an accrual for
unused postage credits related to ARS customers acquired from
PrecisionIR. Additionally, as noted above, the year ended December
31, 2017 includes approximately $404,000 of revenue from customers
acquired from Interwest.
Platform and Technology revenue increased $2,104,000, or 49%,
during the year ended December 31, 2017, as compared to the same
period of 2016. As noted earlier, the increase is primarily due to
an increase in revenue from our ACCESSWIRE® offering, as well
as increased subscriptions of most of our other
Platform id. cloud-based products. In keeping with our
strategy, Platform and Technology revenue represented 51% of our
overall revenue for the year ended December 31, 2017, compared to
36% for the same period of 2016.
Services revenue decreased $1,535,000, or 20%, during the year
ended December 31, 2017, as compared to the same period of 2016.
The decline in Services revenue can be primarily attributed to
continued customer attrition in the ARS business, pricing pressure
in our compliance services business as well as the timing of
certain print and proxy distribution projects.
Gross margin for the year ended December 31, 2017 was $9,233,000,
or 73% of total revenue, compared to $9,034,000, or 75% gross
margin, during 2016. As noted above, the decrease is primarily the
result of the lower revenue associated with fixed costs of
delivering the ARS, disclosure and print and proxy distribution
services.
Operating income was $2,028,000 for the year ended December 31,
2017, as compared to operating income of $1,935,000 during the same
period of the prior year. Due to the income tax benefits noted
earlier, income tax expense for the year ended December 31, 2017,
was $131,000 compared to $464,000 in 2016.
On a GAAP basis, we generated net income of $1,871,000 or $0.62 per
diluted share, during the year ended December 31, 2017, compared to
$1,555,000, or $0.54 per diluted share, during the year ended
December 31, 2016.
EBITDA for the year ended December 31, 2017 was $2,739,000, or 22%
of revenue, compared to $3,092,000, or 26%, during the same period
of 2016. Non-GAAP net income was $1,987,000, or $0.65 per diluted
share, compared to $2,006,000, or $0.69 per diluted share, during
the year ended December 31, 2016. The Non-GAAP results exclude
amortization of intangible assets, stock-based compensation,
unusual, non-recurring gains, integration and acquisition costs,
the impact of discrete items impacting income tax expense and tax
impact of adjustments. Please refer to the tables below for the
calculation of EBITDA and the reconciliation of GAAP income and
earnings per share to Non-GAAP income and earnings per
share.
Non-GAAP Information
Certain Non-GAAP financial measures are included in this press
release. In the calculation of these measures, the Company
generally excludes certain items, such as amortization and
impairment of acquired intangibles, non-cash stock-based
compensation charges and unusual, non-recurring gains and charges.
The Company believes that excluding such items provides investors
and management with a representation of the Company's core
operating performance and with information useful in assessing its
prospects for the future and underlying trends in the Company's
operating expenditures and continuing operations. Management uses
such Non-GAAP measures to evaluate financial results and manage
operations. The release and the attachments to this release provide
a reconciliation of each of the Non-GAAP measures referred to in
this release to the most directly comparable GAAP measure. The
Non-GAAP financial measures are not meant to be considered a
substitute for the corresponding GAAP financial statements and
investors should evaluate them carefully. These Non-GAAP financial
measures may differ materially from the Non-GAAP financial measures
used by other companies.
CALCULATION OF EBITDA
($ in ‘000’s)
|
Three Months
ended December 31,
|
|
|
2017
|
2016
|
|
Amount
|
Amount
|
Net
income:
|
$745
|
$510
|
Adjustments:
|
|
|
Depreciation and
amortization
|
203
|
177
|
Interest expense
(income)
|
5
|
(1)
|
Income tax expense
(benefit)
|
(307)
|
(19)
|
EBITDA:
|
$646
|
$667
|
|
Year ended
December 31,
|
|
|
2017
|
2016
|
|
Amount
|
Amount
|
Net
income:
|
$1,871
|
$1,555
|
Adjustments:
|
|
|
Depreciation and
amortization
|
735
|
1,077
|
Interest expense
(income)
|
2
|
(4)
|
Income tax
expense
|
131
|
464
|
EBITDA:
|
$2,739
|
$3,092
|
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP
MEASURES
($ in ‘000’s, except per share amounts)
|
Three Months
ended December 31,
|
|||
|
2017
|
2016
|
||
|
Amount
|
Per diluted
share
|
Amount
|
Per diluted
share
|
Net
income:
|
$745
|
$0.24
|
$510
|
$0.17
|
Adjustments:
|
|
|
|
|
Amortization of
intangible assets (1)
|
126
|
0.04
|
105
|
0.04
|
Stock-based
compensation (2)
|
151
|
0.05
|
132
|
0.05
|
Unusual,
non-recurring gains (3)
|
—
|
—
|
(5)
|
—
|
Integration and
acquisition costs (4)
|
44
|
0.01
|
—
|
—
|
Tax impact of
adjustments (5)
|
(109)
|
(0.03)
|
(102)
|
(0.04)
|
Impact of discrete
items impacting income tax expense (6)
|
(411)
|
(0.13)
|
(142)
|
(0.05)
|
Non-GAAP net
income:
|
$546
|
$0.18
|
$498
|
$0.17
|
|
Year ended
December 31,
|
|||
|
2017
|
2016
|
||
|
Amount
|
Per diluted
share
|
Amount
|
Per diluted
share
|
Net
income:
|
$1,871
|
$0.62
|
$1,555
|
$0.54
|
Adjustments:
|
|
|
|
|
Amortization of
intangible assets (1)
|
375
|
0.12
|
811
|
0.28
|
Stock-based
compensation (2)
|
516
|
0.17
|
592
|
0.20
|
Unusual,
non-recurring (gains) losses (3)
|
28
|
0.01
|
(396)
|
(0.14)
|
Integration and
acquisition costs (4)
|
64
|
0.02
|
—
|
—
|
Tax impact of
adjustments (5)
|
(334)
|
(0.11)
|
(342)
|
(0.12)
|
Impact of discrete
items impacting income tax expense (6)
|
(533)
|
(0.18)
|
(214)
|
(0.07)
|
Non-GAAP net
income:
|
$1,987
|
$0.65
|
$2,006
|
$0.69
|
(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 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
adjustment removes gains or losses 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 year ended
December 31, 2017, these losses include a loss on the change in
fair value of stock received, in lieu of cash, related to the
settlement of a receivable. For the three and twelve months ended
December 31, 2016, these gains include a gain on the change in fair
value of stock noted above and the reversal of an accrual related
to unused postage credits related to ARS clients acquired during
the acquisition or PrecisionIR.
(4) The
adjustments represent legal and accounting fees and other
non-recurring costs in connection with the acquisition of
Interwest.
(5)
This adjustment gives effect to the tax impact of all non-GAAP
adjustments at the Federal rate of 34%.
(6) The
adjustment eliminates the income tax benefit of discrete items
impacting income tax expense. For the three and twelve months ended
December 31, 2017, this related to the re-measurement of deferred
tax liabilities related to the Tax Cuts and Jobs Act of 2017 and
the excess stock-based compensation tax benefit recognized in
income tax expense during the period, in connection with the
Company’s adoption of ASU 2016-09. During the three and
twelve months ended December 31, 2016, this related to the reversal
of a valuation allowance established for 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: Thursday March 1, 2018, 4:30PM ET.
●
Toll free: 877.407.8133
●
International:
201.689.8040
●
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, 2018.
●
Toll free: 877.481.4010
●
International: 919.882.2331
●
Reference ID: 25246
●
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, 2017,
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/.
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2017 AND 2016
(in
thousands, except share and per share amounts)
|
December
31,
|
|
|
2017
|
2016
|
ASSETS
|
|
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$4,917
|
$5,339
|
Accounts receivable
(net of allowance for doubtful accounts of $425 and $429,
respectively)
|
1,275
|
1,300
|
Income tax
receivable
|
725
|
—
|
Other current
assets
|
193
|
188
|
Total current
assets
|
7,110
|
6,827
|
Capitalized
software (net of accumulated amortization of $497 and $207,
respectively)
|
2,749
|
2,048
|
Fixed assets (net
of accumulated depreciation of $388 and $318,
respectively)
|
145
|
204
|
Deferred income tax
asset - noncurrent
|
—
|
141
|
Other long-term
assets
|
18
|
18
|
Goodwill
|
4,070
|
2,243
|
Intangible assets
(net of accumulated amortization of $3,699 and $3,324,
respectively)
|
2,858
|
1,380
|
Total
assets
|
$16,950
|
$12,861
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$666
|
$343
|
Accrued
expenses
|
613
|
806
|
Current portion of
note payable
|
288
|
—
|
Income taxes
payable
|
65
|
112
|
Deferred
revenue
|
887
|
843
|
Total current
liabilities
|
2,519
|
2,104
|
Note payable
– long-term (net of discount of $70 as of December 31,
2017)
|
570
|
—
|
Deferred income tax
liability
|
573
|
67
|
Other long-term
liabilities
|
77
|
112
|
Total
liabilities
|
3,739
|
2,283
|
Commitments and
contingencies
|
|
|
Stockholders'
equity:
|
|
|
Preferred stock,
$0.001 par value, 1,000,000 and 30,000,000 shares authorized, no
shares issued and outstanding as of December 31, 2017 and 2016,
respectively.
|
—
|
—
|
Common stock $0.001
par value, 20,000,000 and 100,000,000 shares authorized, 3,014,494
and 2,860,944 shares issued and outstanding as of December 31, 2017
and 2016, respectively.
|
3
|
3
|
Additional paid-in
capital
|
10,400
|
9,120
|
Other accumulated
comprehensive income (loss)
|
34
|
(36)
|
Retained
earnings
|
2,774
|
1,491
|
Total stockholders'
equity
|
13,211
|
10,578
|
Total
liabilities and stockholders’ equity
|
$16,950
|
$12,861
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(in
thousands, except per share amounts)
|
For the three
months ended
|
For the twelve
months ended
|
||
|
December
31,
2017
|
December
31,
2016
|
December
31,
2017
|
December
31,
2016
|
|
(unaudited)
|
(unaudited)
|
|
|
Revenues
|
$3,399
|
$2,774
|
$12,628
|
$12,059
|
Cost of
revenue
|
919
|
691
|
3,395
|
3,025
|
Gross
profit
|
2,480
|
2,083
|
9,233
|
9,034
|
Operating costs and
expenses:
|
|
|
|
|
General and
administrative
|
859
|
704
|
3,384
|
3,185
|
Sales and
marketing
|
684
|
653
|
2,604
|
2,601
|
Product
Development
|
353
|
112
|
763
|
404
|
Depreciation and
amortization
|
144
|
130
|
454
|
909
|
Total operating
costs and expenses
|
2,040
|
1,599
|
7,205
|
7,099
|
Operating
income
|
440
|
484
|
2,028
|
1,935
|
Other income
(expense):
|
|
|
|
|
Other income
(expense), net
|
4
|
6
|
(24)
|
80
|
Interest income
(expense), net
|
(6)
|
1
|
(2)
|
4
|
Total other
income (expense)
|
(2)
|
7
|
(26)
|
(84)
|
Income before
taxes
|
438
|
491
|
2,002
|
2,019
|
Income
tax (benefit) expense
|
(307)
|
(19)
|
131
|
464
|
Net
income
|
$745
|
$510
|
$1,871
|
$1,555
|
Income per share
– basic
|
$0.25
|
$0.18
|
$0.63
|
$0.55
|
Income per share -
fully diluted
|
$0.24
|
$0.17
|
$0.62
|
$0.54
|
Weighted average
number of common shares outstanding - basic
|
2,993
|
2,859
|
2,947
|
2,820
|
Weighted average
number of common shares outstanding - fully diluted
|
3,094
|
2,932
|
3,033
|
2,903
|
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in
thousands, except share and per share amounts)
|
Years Ended
December 31,
|
|
|
2017
|
2016
|
Cash
flows from operating activities
|
|
|
Net
income
|
$1,871
|
$1,555
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
Bad debt
expense
|
181
|
195
|
Depreciation and
amortization
|
735
|
1,077
|
Deferred income
taxes
|
(50)
|
(210)
|
Non-cash interest
expense
|
6
|
—
|
Stock-based
compensation expense
|
516
|
592
|
Changes in
operating assets and liabilities:
|
|
|
Decrease (increase)
in accounts receivable
|
(66)
|
(259)
|
Decrease (increase)
in deposits and prepaid assets
|
(711)
|
63
|
Increase (decrease)
in accounts payable
|
309
|
(39)
|
Increase (decrease)
in deferred revenue
|
12
|
43
|
Increase (decrease)
in accrued expenses
|
(291)
|
(256)
|
Net cash provided
by operating activities
|
2,512
|
2,761
|
|
|
|
Cash
flows from investing activities
|
|
|
Purchase of
Interwest, net of cash received
|
(1,872)
|
—
|
Capitalized
software
|
(934)
|
(1,077)
|
Purchase of fixed
assets
|
(11)
|
(112)
|
Net cash used in
investing activities
|
(2,817)
|
(1,189)
|
|
|
|
Cash
flows from financing activities
|
|
|
Proceeds from
exercise of stock options, net of income taxes
|
389
|
35
|
Payment of
dividend
|
(588)
|
(453)
|
Net cash used in
financing activities
|
(199)
|
(418)
|
|
|
|
Net change in
cash
|
(504)
|
1,154
|
Cash-
beginning
|
5,339
|
4,215
|
Currency
translation adjustment
|
82
|
(30)
|
Cash-
ending
|
$4,917
|
$5,339
|
|
|
|
Supplemental disclosures:
|
|
|
Cash paid for
income taxes
|
$943
|
$716
|
Non-cash
activities:
|
|
|
Stock-based
compensation - capitalized software
|
$57
|
$430
|
Purchase of
Interwest in exchange of note payable
|
$851
|
$—
|
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