UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): April 30,
2020
______________
Issuer
Direct Corporation
(Exact name of registrant as specified in its charter)
______________
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Delaware
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1-10185
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26-1331503
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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1 Glenwood Ave Suite 1001, Raleigh, North Carolina
27603
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (919) 481-4000
N/A
(Former name or former address, if changed since last
report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001
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ISDR
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NYSE American
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Item
2.02 — Results of Operations and Financial
Condition
On April 30,
2020, Issuer Direct Corporation (the “Company”)
issued a press release reporting the Company’s results for
the quarter ended March 31, 2020. The press release is attached as
Exhibit 99.1 hereto and is incorporated herein by
reference.
The information in
Item 2.02 of this report, including the press release attached
as Exhibit 99.1, is furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. Furthermore, such information
shall not be deemed to be incorporated by reference into the
filings of the registrant under the Securities Act of 1933, as
amended.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits:
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Exhibit
No.
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Description
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Press Release
issued by the Company on April 30, 2020.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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Issuer
Direct Corporation
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Date: April 30,
2020
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By:
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/s/ Brian
R. Balbirnie
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Brian R.
Balbirnie
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Chief Executive
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Press Release
issued by the Company on April 30, 2020.
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Exhibit 99.1
Issuer Direct Reports First Quarter 2020 Results
Platform and Technology Revenue Increases 1% Year over Year to 67%
of Total Revenue
RALEIGH, NC / ACCESSWIRE / April 30, 2020 / 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, 2020.
Brian Balbirnie, CEO of Issuer Direct, commented, “Due to the
COVID-19 pandemic, we ended the quarter making it a priority to
protect our employees, their families and our communities. Our work
from home process began in mid-March and still remains in effect
and likely will continue throughout Q2. Our employees have done an
outstanding job not only ensuring our current customers continue to
receive excellent care but also gaining new customers, both for our
platform as well as entirely new products developed to address this
global emergency.”
“Q1 2020 is the final quarter we are reporting a
year-over-year revenue comparison against prior year revenues that
include a full quarter of the discontinued press release commentary
business. Removing the $335,000 of discontinued commentary business
revenue from Q1 2019 our total revenue during the first quarter of
2020 grew 4% year over year and our ACCESSWIRE revenue grew 36%. We
are pleased that our Q1 2020 EBITDA increased 11% and net income
grew by 10% year over year.”
Mr. Balbirnie concluded, “We have done a good job pivoting
several areas of our business, to address customers’ needs
during this challenging time. Specifically, we upgraded our
conference platform and refocused our annual meeting business to
take advantage of new business opportunities in response to the
coronavirus. Neither of these products had a robust virtual
component prior to March, but our teams quickly delivered solutions
that will become an important part of our business for the
foreseeable future. While in-person events may not be held for many
months, our newly enhanced product platforms allow investor
conferences to be held virtually and annual shareholder meetings to
be done in a remote, real-time, compliant manner. We believe
revenue from these offerings will help offset revenue loss from
other segments of our business during this uncertain
period.”
First Quarter 2020 Highlights:
●
Revenue - Total revenue was $4,016,000, a 4% decrease from
$4,179,000 in Q1 2019 and a 1% increase from $3,959,000 in Q4 2019.
Platform and Technology revenue increased 1% from Q1 2019 and 1%
from Q4 2019. The increase in Platform and Technology revenue was
due to an increase in revenue from subscriptions of Platform
id.
Platform & Technology revenue
increased to 67% of total revenue for Q1 2020, compared to 64% for
Q1 2019. Services revenue decreased $183,000, or 12%, primarily due
to a decrease in revenue from transfer agent services, print and
proxy fulfillment services due to a one-time project in the prior
year and continued decline of revenue from our ARS
services.
●
Gross Margin
- Gross margin for Q1 2020 was
$2,763,000, or 69% of revenue, compared to $2,877,000, also 69% of
revenue, during Q1 2019 and $2,653,000, or 67%, in Q4 2019.
Platform and Technology gross margin was 74%, compared to 75% in Q1
2019 and 71% in Q4 2019.
●
Operating Income
- Operating income was $248,000 for Q1 2020, as
compared to $147,000 during Q1 2019. The increase in operating
income despite the decrease in gross margin is the result of lower
operating expenses. General and Administrative Expenses decreased
$145,000, or 11%, due to a decrease in bad debt expense and a
decrease in acquisition related expenses incurred in Q1 2019.
Product development expense decreased $143,000, or 42%, due to a
decrease in headcount.
●
Net Income - On a GAAP basis, net income was $226,000, or $0.06
per diluted share, during Q1 2020, compared to $205,000, or $0.05
per diluted share, during Q1 2019.
●
Operating Cash Flows
- Cash flows from operations for Q1
2020 were $602,000 compared to $536,000 in Q1
2019.
●
Non-GAAP Measures
- Q1 2020 EBITDA was $622,000, or 15% of revenue,
compared to $558,000, or 13% of revenue, during Q1 2019. Non-GAAP
net income for Q1 2020 was $397,000, or $0.10 per diluted share,
compared to $518,000, or $0.13 per diluted share, during Q1
2019.
●
Stock Repurchase Plan
- The Company repurchased an
additional 21,700 of its shares at a total aggregate value of
$202,000, under the Company’s $2,000,000 share repurchase
program originally announced on August 7, 2019 and increased on
March 16, 2020. As of March 31, 2020, we have purchased a total of
97,780 shares under the stock repurchase
plan.
Key Performance Indicators:
●
During
the quarter, the Company worked with 1,473 publicly traded
customers, compared to 1,482 during the same period last
year.
●
During
the quarter, the Company worked with 1,289 privately held customers
compared to 764 during the same period last year.
●
During the quarter we signed 30 new
Platform id.
subscriptions to new or existing
customers with a total annual contract value of
$181,000.
●
Total Platform id.
subscriptions as of March 31, 2020
were 273, with an annual contract value of $2,098,000, compared to
255 subscriptions with an annual contract value of $2,033,000 as of
December 31, 2019.
Non-GAAP Information
Certain Non-GAAP financial measures are included in this press
release. In the calculation of these measures, the Company excludes
certain items, such as amortization of intangible assets,
stock-based compensation, integration and acquisition costs, the
impact of discrete items impacting income tax expense and tax
impact of adjustments. The Company believes that excluding such
items provides investors and management with a representation of
the Company's core operating performance and with information
useful in assessing its prospects for the future and underlying
trends in the Company's operating expenditures and continuing
operations. Management uses such Non-GAAP measures to evaluate
financial results and manage operations. The release and the
attachments to this release provide a reconciliation of each of the
Non-GAAP measures referred to in this release to the most directly
comparable GAAP measure. The Non-GAAP financial measures are not
meant to be considered a substitute for the corresponding GAAP
financial statements and investors should evaluate them carefully.
These Non-GAAP financial measures may differ materially from the
Non-GAAP financial measures used by other companies.
CALCULATION OF EBITDA
($ in ‘000’s)
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Three Months
ended March 31,
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Net
income:
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$226
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$205
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Adjustments:
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Depreciation and
amortization
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374
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412
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Interest expense
(income)
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(58)
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(72)
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Income tax
expense
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80
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13
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EBITDA:
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$622
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$558
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RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP
MEASURES
($ in ‘000’s, except per share amounts)
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Three Months
ended March 31,
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Net
income:
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$226
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$0.06
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$205
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$0.05
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Adjustments:
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Amortization of
intangible assets (1)
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172
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0.04
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191
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0.05
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Stock-based
compensation (2)
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45
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0.01
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137
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0.03
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Integration and
acquisition costs (3)
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—
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—
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112
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0.03
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Tax impact of
adjustments (4)
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(46)
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(0.01)
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(92)
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(0.02)
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Impact of discrete
items impacting income tax expense (5)
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—
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—
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(35)
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(0.01)
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Non-GAAP net
income:
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$397
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$0.10
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$518
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$0.13
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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 VisualWebcaster
Platform.
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
period ended March 31, 2019, the discrete items relate to either
the excess stock-based compensation benefit recognized in income
tax expense during the period.
Conference Call Information
To participate in this event, dial approximately 5 to 10 minutes
before the beginning of the call.
Date: April 30, 2020
Time: 4:30 PM ET
Participant: 877-407-8133 | 201-689-8040
Live Webcast: https://www.webcaster4.com/Webcast/Page/842/34408
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 May
14, 2020.
International:
919.882.2331
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 Raleigh, NC, Issuer Direct serves
thousands of public and private companies globally. For more
information, please visit www.issuerdirect.com.
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 for many reasons including the impact of the
coronavirus pandemic. 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, 2019 and
Form 10-Q for the quarter ended March 31, 2020, including but not
limited to the discussion under "Risk Factors" therein, which the
Company 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
Hayden IR
Brett Maas
(646)-536-7331
Hayden IR
James Carbonara
(646)-755-7412
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in
thousands, except share and per share amounts)
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ASSETS
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Current
assets:
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Cash
and cash equivalents
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$16,197
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$15,766
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Accounts
receivable (net of allowance for doubtful accounts of $534 and
$700, respectively)
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2,172
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2,051
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Income
tax receivable
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—
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48
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Other
current assets
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241
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141
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Total
current assets
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18,610
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18,006
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Capitalized
software (net of accumulated amortization of $2,323 and $2,153,
respectively)
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964
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1,134
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Fixed
assets (net of accumulated amortization of $213 and $181,
respectively)
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867
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899
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Right-of-use asset
– leases
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2,053
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2,127
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Deferred tax
asset
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294
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256
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Other
long-term assets
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67
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77
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Goodwill
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6,376
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6,376
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Intangible
assets (net of accumulated amortization of $5,109 and $4,937,
respectively)
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3,343
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3,515
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Total assets
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$32,574
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$32,390
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current
liabilities:
|
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Accounts
payable
|
$383
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$266
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Accrued
expenses
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1,060
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1,151
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Note payable
– short-term (net of discount of $13 and $19,
respectively)
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307
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301
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Income
taxes payable
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374
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310
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Deferred
revenue
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1,879
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1,812
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Total
current liabilities
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4,003
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3,840
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Deferred
income tax liability
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137
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141
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Lease liabilities
– long-term
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2,226
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2,309
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Total liabilities
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6,366
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6,290
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Commitments
and contingencies
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Stockholders'
equity:
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Preferred
stock, $0.001 par value, 1,000,000 shares authorized, no shares
issued and outstanding as of March 31, 2020 and December 31, 2019,
respectively.
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—
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—
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Common stock $0.001 par value,
20,000,000 shares authorized, 3,772,700 and 3,786,398 shares issued and outstanding as
of March 31, 2020 and December 31, 2019,
respectively.
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4
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4
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Additional
paid-in capital
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22,117
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22,275
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Other
accumulated comprehensive income (loss)
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24
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(16)
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Retained
earnings
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4,063
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3,837
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Total stockholders' equity
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26,208
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26,100
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Total liabilities and stockholders’ equity
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$32,574
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$32,390
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ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in
thousands, except share and per share amounts)
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For the Three
Months Ended
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Revenues
|
$4,016
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$4,179
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Cost of
revenues
|
1,253
|
1,302
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Gross
profit
|
2,763
|
2,877
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Operating costs and
expenses:
|
|
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General and
administrative
|
1,216
|
1,361
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Sales and marketing
expenses
|
896
|
820
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Product
development
|
194
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337
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Depreciation and
amortization
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209
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212
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Total operating
costs and expenses
|
2,515
|
2,730
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Operating
income
|
248
|
147
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Interest income,
net
|
58
|
71
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Income before
income taxes
|
306
|
218
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Income tax
expense
|
80
|
13
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Net
income
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$226
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$205
|
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Income per share
– basic
|
$0.06
|
$0.05
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Income per share
– fully diluted
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$0.06
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$0.05
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Weighted average
number of common shares outstanding – basic
|
3,788
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3,850
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Weighted average
number of common shares outstanding – fully
diluted
|
3,824
|
3,869
|
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in
thousands)
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|
For the Three Months Ended
|
|
|
|
|
|
|
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Cash flows from operating activities:
|
|
|
|
Net
income
|
$226
|
$205
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
Depreciation
and amortization
|
374
|
412
|
|
Bad
debt expense
|
93
|
224
|
|
Deferred
income taxes
|
(42)
|
6
|
|
Non-cash
interest expense
|
6
|
7
|
|
Stock-based
compensation expense
|
45
|
137
|
|
Changes
in operating assets and liabilities:
|
|
|
|
Decrease
(increase) in accounts receivable
|
(219)
|
(869)
|
|
Decrease
(increase) in other assets
|
32
|
(273)
|
|
Increase
(decrease) in accounts payable
|
118
|
254
|
|
Increase
(decrease) in accrued expenses
|
(105)
|
218
|
|
Increase
(decrease) in deferred revenue
|
74
|
215
|
|
Net
cash provided by operating activities
|
602
|
536
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
Purchase
of VisualWebcaster Platform
|
—
|
(2,788)
|
|
Purchase
of fixed assets
|
—
|
(6)
|
|
Net
cash used in investing activities
|
—
|
(2,794)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Payment
for stock repurchase and retirement
|
(203)
|
—
|
|
Net
cash used in financing activities
|
(203)
|
—
|
|
|
|
|
|
Net
change in cash
|
399
|
(2,258)
|
|
Cash
– beginning
|
15,766
|
17,222
|
|
Currency
translation adjustment
|
32
|
(3)
|
|
Cash
– ending
|
$16,197
|
$14,961
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
Cash
paid for income taxes
|
$10
|
$37
|
|
Non-cash activities:
|
|
|
|
Right-of-use
assets obtained in exchange for lease liabilities
|
$—
|
$260
|
SOURCE: Issuer Direct Corporation