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): October 29,
2020
______________
Issuer
Direct Corporation
(Exact name of registrant as specified in its charter)
______________
|
Delaware
|
1-10185
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26-1331503
|
|
(State or other jurisdiction
|
(Commission
|
(I.R.S. Employer
|
|
of incorporation)
|
File Number)
|
Identification No.)
|
One
Glenwood Drive, Suite 1001, Raleigh, NC 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 in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging
growth company, indicate by checkmark 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:
|
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
|
Common Stock, par
value $0.001
|
ISDR
|
NYSE
American
|
Item 2.02 — Results of Operations and Financial
Condition
On
October 29, 2020, Issuer Direct Corporation (the
“Company”) issued a press release reporting the
Company’s results for the quarter ended September 30, 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:
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
Press Release issued by the Company on October 29,
2020.
|
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.
|
|
Issuer
Direct Corporation
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|
|
|
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Date: October 29,
2020
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By:
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/s/ Brian R.
Balbirnie
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|
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|
Brian R.
Balbirnie
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|
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Chief Executive
Officer
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Exhibit 99.1
Issuer Direct Reports Third Quarter 2020 Results
Platform and Technology Revenue Increased 33% to $3.6 million, 74%
of Total Revenue;Year-over-Year EBITDA more than doubled to $1.4
Million, or 29% of revenue
RALEIGH, NC / ACCESSWIRE / October 29, 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 September 30,
2020.
Brian Balbirnie, CEO of Issuer Direct, commented, "The third
quarter was another record quarter for us in terms of operating
income, EBITDA and customer wins, as we continue to capitalize on
our virtual product line-up and continued newswire
expansion."
Mr. Balbirnie continued, “Our overall business performed well
this quarter, surpassing our expectations in many areas. ACCESSWIRE
generated record revenue and year over year growth of 22% and we
expect it to continue to contribute to our future growth in both
customer counts and revenue. In addition, the new virtual product
offerings introduced in the second quarter continue to bolster our
revenue growth, strengthen our profitability and enhance our
overall platform branding and marketplace awareness."
Mr. Balbirnie concluded, "We are very pleased with the growth in
revenue and increased EBITDA margins of the last two quarters. As
we have announced previously, we continue to be focused on product
innovation, pursuit of acquisition targets in the communications
industry and increased market awareness through our sales and
marketing expansion."
Third Quarter 2020 Highlights:
●
Revenue - Total revenue was $4,882,000, a 21% increase
from $4,019,000 in Q3 2019 and flat compared to Q2 2020. Platform
and Technology revenue increased 33% from Q3 2019 and 9% from Q2
2020. The increase in Platform and Technology revenue was due to an
increase in webcasting and conference software revenue as a result
of our new virtual products, increased revenue from our newswire
business and additional subscriptions of Platform
id.
Platform & Technology revenue
increased to 74% of total revenue for Q3 2020, compared to 67% for
Q3 2019. Services revenue decreased 3% from Q3 2019 and 20% from Q2
2020. The decrease from Q2 2020 is primarily due to the seasonal
nature of the compliance and proxy businesses.
●
Gross Margin
- Gross margin for Q3 2020 was
$3,495,000, or 72% of revenue, compared to $2,797,000, or 70% of
revenue, during Q3 2019 and $3,522,000, and 72%, in Q2 2020.
Platform and Technology gross margin was 77%, compared to 74% in Q3
2019 and 78% in Q2 2020. The increase in gross margin year over
year is primarily related to the increase in revenue from our
virtual products.
●
Operating Income
- Operating income was $1,076,000 for Q3 2020, as
compared to $180,000 during Q3 2019. The increase in operating
income is due to the increase in gross margin as well as a decrease
in operating expenses. General and Administrative Expenses
decreased $177,000, or 14%, primarily due to a decrease in bad debt
expense. Product development expense decreased $76,000, or 26% from
Q3 2019 due to a decrease in headcount. These decreases were
partially offset by an increase in sales and marketing expenses as
a result of investment in headcount, advertising and
marketing.
●
Net Income - Net income was $789,000, or $0.21 per diluted
share, during Q3 2020, compared to $200,000, or $0.05 per diluted
share, during Q3 2019.
●
Operating Cash Flows
- Cash flows from operations for Q3
2020 were $1,321,000 compared to $1,160,000 in Q3 2019 and
$1,477,000 in Q2 2020.
●
Non-GAAP Measures
– Q3 2020 EBITDA was $1,401,000, or 29% of revenue,
compared to $610,000, or 15% of revenue, during Q3 2019. Non-GAAP
net income for Q3 2020 was $963,000, or $0.26 per diluted share,
compared to $438,000, or $0.11 per diluted share, during Q3
2019.
Year-to-date Q3 2020 Highlights:
●
Revenue - Total revenue was $13,782,000, a 12% increase
from $12,336,000 during the first nine months of 2019. Platform and
Technology revenue increased 19% compared to the same period of the
prior year. The increase in Platform and Technology revenue was due
to an increase in webcasting and conference software revenue as a
result of our new virtual products, increased revenue from our
newswire business and additional subscriptions of Platform
id.
Platform & Technology revenue
increased to 70% of total revenue compared to 65% for the first
nine months of 2019. Services revenue decreased 3% from the first
nine months of 2019. The decrease was due to lower revenue from ARS
services and our transfer agent services due to a combination of
less corporate actions and directives as well as a shift from
paper-based transactions to electronic processing. These decreases
were partially offset by increases in teleconferencing services and
print and proxy fulfillment services accompanying the increase in
revenue of our virtual products.
●
Gross Margin
- Gross margin was $9,780,000, or 71%
of revenue, compared to $8,562,000, or 69% of revenue, during the
first nine months of 2019. Platform and Technology gross margin was
76%, compared to 74% during the first nine months of 2019. The
increase in gross margin is primarily related to the increase in
revenue from our virtual products.
●
Operating Income
- Operating income was $2,325,000 compared to
$457,000 during the first nine months of 2019. The increase in
operating income is due to the increase in gross margin as well a
decrease in operating expenses as noted for the third
quarter.
●
Net Income – Net income was $1,787,000, or $0.48 per diluted
share compared to $617,000, or $0.16 per diluted share, during the
first nine months of 2019.
●
Operating Cash Flows
- Cash flows from operations were
$3,400,000 compared to $1,955,000 during the first nine months of
2019.
●
Non-GAAP Measures
– EBITDA was $3,377,000, or 25%
of revenue, compared to $1,718,000, or 14% of revenue, during the
first nine months of 2019. Non-GAAP net income was $2,334,000, or
$0.62 per diluted share, compared to $1,433,000, or $0.37 per
diluted share, during the first nine months of
2019.
Key Performance Indicators:
●
During
the quarter, the Company worked with 1,475 publicly traded
customers, compared to 1,394 during the same period last
year.
●
During
the quarter, the Company worked with 1,597 privately held customers
compared to 997 during the same period last year.
●
During the quarter we signed 42 new
Platform id.
subscriptions to new or existing
customers with a total annual contract value of
$360,000.
●
Total Platform id.
subscriptions as of September 30, 2020
were 320, with an annual contract value of $2,477,000, compared to
295 subscriptions with an annual contract value of $2,228,000 as of
June 30, 2020.
Non-GAAP Information
Certain Non-GAAP financial measures are included in this press
release. In the calculation of these measures, the Company excludes
certain items, such as amortization of intangible assets,
stock-based compensation, integration and acquisition costs, the
impact of discrete items impacting income tax expense and tax
impact of adjustments. The Company believes that excluding such
items provides investors and management with a representation of
the Company's core operating performance and with information
useful in assessing its prospects for the future and underlying
trends in the Company's operating expenditures and continuing
operations. Management uses such Non-GAAP measures to evaluate
financial results and manage operations. The release and the
attachments to this release provide a reconciliation of each of the
Non-GAAP measures referred to in this release to the most directly
comparable GAAP measure. The Non-GAAP financial measures are not
meant to be considered a substitute for the corresponding GAAP
financial statements and investors should evaluate them carefully.
These Non-GAAP financial measures may differ materially from the
Non-GAAP financial measures used by other companies.
CALCULATION OF EBITDA
($ in ‘000’s)
|
|
Three Months
ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net
income:
|
$789
|
$200
|
|
Adjustments:
|
|
|
|
Depreciation and
amortization
|
325
|
430
|
|
Interest expense
(income)
|
4
|
(79)
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Income tax
expense
|
283
|
59
|
|
EBITDA:
|
$1,401
|
$610
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|
|
Nine Months
ended September 30,
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|
|
|
|
|
|
|
|
|
|
|
|
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Net
income:
|
$1,787
|
$617
|
|
Adjustments:
|
|
|
|
Depreciation and
amortization
|
1,052
|
1,261
|
|
Interest expense
(income)
|
(55)
|
(265)
|
|
Income tax
expense
|
593
|
105
|
|
EBITDA:
|
$3,377
|
$1,718
|
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP
MEASURES
($ in ‘000’s, except per share amounts)
|
|
Three Months
ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net
income:
|
$789
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$0.21
|
$200
|
$0.05
|
|
Adjustments:
|
|
|
|
|
|
Amortization of
intangible assets (1)
|
148
|
0.04
|
192
|
0.05
|
|
Stock-based
compensation (2)
|
72
|
0.02
|
128
|
0.03
|
|
Tax impact of
adjustments (4)
|
(46)
|
(0.01)
|
(67)
|
(0.02)
|
|
Impact of discrete
items impacting income tax expense (5)
|
—
|
—
|
(15)
|
—
|
|
Non-GAAP net
income:
|
$963
|
$0.26
|
$438
|
$0.11
|
|
|
Nine Months
ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income:
|
$1,787
|
$0.48
|
$617
|
$0.16
|
|
Adjustments:
|
|
|
|
|
|
Amortization of
intangible assets (1)
|
492
|
0.13
|
574
|
0.15
|
|
Stock-based
compensation (2)
|
201
|
0.05
|
396
|
0.10
|
|
Integration and
acquisition costs (3)
|
—
|
—
|
112
|
0.03
|
|
Tax impact of
adjustments (4)
|
(146)
|
(0.04)
|
(227)
|
(0.06)
|
|
Impact of discrete
items impacting income tax expense (5)
|
—
|
—
|
(39)
|
(0.01)
|
|
Non-GAAP net
income:
|
$2,334
|
$0.62
|
$1,433
|
$0.37
|
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 highly variable based on the
stock price and not tied directly to the operations of the
business.
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
periods ended September 30, 2019, the discrete items relate to
either the excess or shortfall 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: October 29, 2020
Time: 4:30 PM ET
Participant: 877-407-8133 | 201-689-8040|
Live Webcast: https://www.webcaster4.com/Webcast/Page/842/38285
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
November 12, 2020.
Toll-free:
877-481-4010
International: 919-882-2331
Reference ID: 38285
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 COVID-19
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 September 30, 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)
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash
and cash equivalents
|
$18,429
|
$15,766
|
|
Accounts
receivable (net of allowance for doubtful accounts of $617 and
$700, respectively)
|
2,445
|
2,051
|
|
Income
tax receivable
|
—
|
48
|
|
Other
current assets
|
220
|
141
|
|
Total
current assets
|
21,094
|
18,006
|
|
Capitalized
software (net of accumulated amortization of $2,616 and $2,153,
respectively)
|
671
|
1,134
|
|
Fixed
assets (net of accumulated amortization of $278 and $181,
respectively)
|
817
|
899
|
|
Right-of-use asset
– leases
|
1,904
|
2,127
|
|
Deferred tax
asset
|
262
|
256
|
|
Other
long-term assets
|
76
|
77
|
|
Goodwill
|
6,376
|
6,376
|
|
Intangible
assets (net of accumulated amortization of $5,429 and $4,937,
respectively)
|
3,023
|
3,515
|
|
Total assets
|
$34,223
|
$32,390
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$355
|
$266
|
|
Accrued
expenses
|
1,367
|
1,151
|
|
Note payable
– short-term (net of discount of $0 and $19,
respectively)
|
320
|
301
|
|
Income
taxes payable
|
545
|
310
|
|
Deferred
revenue
|
2,098
|
1,812
|
|
Total
current liabilities
|
4,685
|
3,840
|
|
Deferred
income tax liability
|
120
|
141
|
|
Lease liabilities
– long-term
|
2,054
|
2,309
|
|
Total liabilities
|
6,859
|
6,290
|
|
Commitments
and contingencies
|
|
|
|
Stockholders'
equity:
|
|
|
|
Preferred
stock, $0.001 par value, 1,000,000 shares authorized, no shares
issued and outstanding as of September 30, 2020 and December 31,
2019, respectively.
|
—
|
—
|
|
Common stock $0.001 par value, 20,000,000 shares
authorized, 3,741,752 and 3,786,398 shares issued and outstanding as of September 30,
2020 and December 31, 2019, respectively.
|
4
|
4
|
|
Additional
paid-in capital
|
21,757
|
22,275
|
|
Other
accumulated comprehensive loss
|
(21)
|
(16)
|
|
Retained
earnings
|
5,624
|
3,837
|
|
Total stockholders' equity
|
27,364
|
26,100
|
|
Total liabilities and stockholders’ equity
|
$34,223
|
$32,390
|
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in
thousands, except share and per share amounts)
|
|
For the Three
Months Ended
|
For the Nine
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$4,882
|
$4,019
|
$13,782
|
$12,336
|
|
Cost of
revenues
|
1,387
|
1,222
|
4,002
|
3,774
|
|
Gross
profit
|
3,495
|
2,797
|
9,780
|
8,562
|
|
Operating costs and
expenses:
|
|
|
|
|
|
General and
administrative
|
1,052
|
1,229
|
3,465
|
3,912
|
|
Sales and marketing
expenses
|
973
|
871
|
2,819
|
2,566
|
|
Product
development
|
212
|
288
|
571
|
968
|
|
Depreciation and
amortization
|
182
|
229
|
600
|
659
|
|
Total operating
costs and expenses
|
2,419
|
2,617
|
7,455
|
8,105
|
|
Operating
income
|
1,076
|
180
|
2,325
|
457
|
|
Interest income
(expense), net
|
(4)
|
79
|
55
|
265
|
|
Income before
income taxes
|
1,072
|
259
|
2,380
|
722
|
|
Income tax
expense
|
283
|
59
|
593
|
105
|
|
Net
income
|
$789
|
$200
|
$1,787
|
$617
|
|
Income per share
– basic
|
$0.21
|
$0.05
|
$0.48
|
$0.16
|
|
Income per share
– fully diluted
|
$0.21
|
$0.05
|
$0.47
|
$0.16
|
|
Weighted average
number of common shares outstanding – basic
|
3,740
|
3,853
|
3,754
|
3,853
|
|
Weighted average
number of common shares outstanding – fully
diluted
|
3,768
|
3,868
|
3,778
|
3,874
|
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in
thousands)
|
|
For the Nine Months Ended
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
Net
income
|
$1,787
|
$617
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
Depreciation
and amortization
|
1,052
|
1,261
|
|
Bad
debt expense
|
242
|
700
|
|
Deferred
income taxes
|
(27)
|
(46)
|
|
Non-cash
interest expense
|
19
|
19
|
|
Stock-based
compensation expense
|
201
|
396
|
|
Changes
in operating assets and liabilities:
|
|
|
|
Decrease
(increase) in accounts receivable
|
(634)
|
(1,166)
|
|
Decrease
(increase) in other assets
|
191
|
(117)
|
|
Increase
(decrease) in accounts payable
|
89
|
26
|
|
Increase
(decrease) in accrued expenses and other liabilities
|
195
|
(56)
|
|
Increase
(decrease) in deferred revenue
|
285
|
321
|
|
Net
cash provided by operating activities
|
3,400
|
1,955
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
Purchase
of VisualWebcaster Platform
|
—
|
(2,788)
|
|
Capitalized
software
|
—
|
(20)
|
|
Purchase
of fixed assets
|
(15)
|
(302)
|
|
Net
cash used in investing activities
|
(15)
|
(3,110)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds
from exercise of stock options, net of income taxes
|
66
|
—
|
|
Payment
for stock repurchase and retirement
|
(785)
|
(236)
|
|
Net
cash used in financing activities
|
(719)
|
(236)
|
|
|
|
|
|
Net
change in cash
|
2,666
|
(1,391)
|
|
Cash
– beginning
|
15,766
|
17,222
|
|
Currency
translation adjustment
|
(3)
|
(24)
|
|
Cash
– ending
|
$18,429
|
$15,807
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
Cash
paid for income taxes
|
$323
|
$218
|
|
Non-cash activities:
|
|
|
|
Right-of-use
assets obtained in exchange for lease liabilities
|
$—
|
$260
|
SOURCE: Issuer Direct
Corporation