RALEIGH, NC / ACCESSWIRE / March 2, 2023 / 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, 2022.
"The highlight of the fourth quarter was our November acquisition of iNewswire,com LLC ("Newswire"), which helped lead to our 25% year-over-year increase in revenue to a record $7.1 million in the quarter. Newswire is a leading communications technology company and provider of news distribution, media databases, monitoring, and newsrooms. As previously announced, this acquisition strengthens our press release business, almost doubling our newswire revenues and customer counts. It also reinforces our strategic focus of scaling our Communications business through acquisition as we continue to execute our capital allocation strategy, " said Brian R. Balbirnie, Issuer Direct's Chief Executive Officer.
"Specifically looking at our top line revenue for the quarter, we benefited from having two months of revenue from Newswire, which resulted in our press release revenue increasing 65% over the prior year. We look forward to realizing a full year of revenue contribution in fiscal 2023 due to the acquisition, as we focus on optimizing and integrating Newswire's ecommerce offerings into our platform."
"Looking at the bottom-line key profit metrics, we had some one-time transaction costs and integration expenses. We expected this and believed doing the integration right was extremely important to the overall business, with a long-term view of building enterprise value. It was important for us to spend the first two months focused on our team and integration so that we could realize synergies as quickly as possible in 2023. This was a conscious effort, the benefit of which is not reflected in the fourth quarter bottom line numbers, but we believe will be reflected in full year 2023 results. Additionally, at the end of fiscal 2022, and into the first quarter, we've been working on refinancing the one-year promissory note we utilized to finance the Newswire acquisition. Completing the integration and debt refinancing will be an important milestone which should positively impact our bottom line, restructure our balance sheet and restore appropriate liquidity."
Balbirnie concluded, "Looking ahead, we are focused on completing the Newswire integration and managing our cost structure, while continuing to invest in growth. To accomplish this, it is imperative we continue to innovate our platform offerings and bring key technologies to our customers that will allow them to curate, distribute, engage and analyze their stories in the most effective ways possible."
Fourth Quarter 2022 Highlights:
Full Year 2022 Highlights:
Key Performance Indicators:
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, tax impact of adjustments, other unusual items and discrete items impacting income tax expense. The Company believes that excluding such items provides investors and management with a representation of the Company's core operating performance and with information useful in assessing its prospects for the future and underlying trends in the Company's operating expenditures and continuing operations. Management uses such Non-GAAP measures to evaluate financial results and manage operations. The release and the attachments to this release provide a reconciliation of each of the Non-GAAP measures referred to in this release to the most directly comparable GAAP measure. The Non-GAAP financial measures are not meant to be considered a substitute for the corresponding GAAP financial statements and investors should evaluate them carefully. These Non-GAAP financial measures may differ materially from the Non-GAAP financial measures used by other companies.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
($ in ‘000's, except per share amounts)
CALCULATION OF EBITDA & ADJUSTED EBITDA
Three Months Ended December 31, | ||||||||
2022 | 2021 | |||||||
Amount | Amount | |||||||
Net income (loss): | $ | (109 | ) | $ | 616 | |||
Adjustments: | ||||||||
Depreciation and amortization | 545 | 289 | ||||||
Interest expense (income) | 110 | (1 | ) | |||||
Income tax expense | 43 | 83 | ||||||
EBITDA: | 589 | 987 | ||||||
Acquisition and/or integration expenses (1) | 173 | 248 | ||||||
Other non-recurring expenses (2) | 49 | - | ||||||
Stock-based compensation expense | 204 | 101 | ||||||
Adjusted EBITDA: | $ | 1,015 | $ | 1,336 |
Year Ended December 31, | ||||||||
2022 | 2021 | |||||||
Amount | Amount | |||||||
Net income: | $ | 1,934 | $ | 3,291 | ||||
Adjustments: | ||||||||
Depreciation and amortization | 1,033 | 1,143 | ||||||
Interest expense (income) | 11 | (3 | ) | |||||
Income tax expense | 724 | 821 | ||||||
EBITDA: | 3,702 | 5,252 | ||||||
Acquisition and/or integration expenses (1) | 263 | 248 | ||||||
Other non-recurring expenses (2) | 139 | (366 | ) | |||||
Stock-based compensation expense | 763 | 333 | ||||||
Adjusted EBITDA: | $ | 4,867 | $ | 5,467 |
(1) This adjustment gives effect to one-time corporate projects, including acquisition and integration expenses, incurred during the periods.
(2) For the three months ended December 31, 2022, this adjustment is for termination benefits paid during the period. For the full year ended December 31, 2022, this amount also includes $90,000 executive recruiting fee incurred during the period. For the full year of December 31, 2021, this adjustment gives effect to the benefit of $366,000, associated with employee retention credits related to the CARES Act.
CALCULATION OF NON-GAAP NET INCOME
Three Months Ended December 31, | ||||||||||||||||
2022 | 2021 | |||||||||||||||
Amount | Per diluted share | Amount | Per diluted share | |||||||||||||
Net income (loss): | $ | (109 | ) | $ | (0.03 | ) | $ | 616 | $ | 0.16 | ||||||
Adjustments: | ||||||||||||||||
Amortization of intangible assets (1) | 492 | 0.13 | 110 | 0.03 | ||||||||||||
Stock-based compensation (2) | 204 | 0.06 | 101 | 0.03 | ||||||||||||
Other unusual items (3) | 222 | 0.06 | 248 | 0.06 | ||||||||||||
Tax impact of adjustments (4) | (193 | ) | (0.05 | ) | (96 | ) | (0.03 | ) | ||||||||
Impact of discrete items impacting income tax expense (5) | 49 | 0.01 | (85 | ) | (0.02 | ) | ||||||||||
Non-GAAP net income: | $ | 665 | $ | 0.18 | $ | 894 | $ | 0.23 |
Year Ended December 31, | ||||||||||||||||
2022 | 2021 | |||||||||||||||
Amount | Per diluted share | Amount | Per diluted share | |||||||||||||
Net income: | $ | 1,934 | $ | 0.52 | $ | 3,291 | $ | 0.86 | ||||||||
Adjustments: | ||||||||||||||||
Amortization of intangible assets (1) | 816 | 0.22 | 459 | 0.12 | ||||||||||||
Stock-based compensation (2) | 763 | 0.20 | 333 | 0.09 | ||||||||||||
Other unusual items (3) | 402 | 0.11 | (118 | ) | (0.03 | ) | ||||||||||
Tax impact of adjustments (4) | (416 | ) | (0.11 | ) | (142 | ) | (0.04 | ) | ||||||||
Impact of discrete items impacting income tax expense (5) | 49 | 0.01 | (152 | ) | (0.04 | ) | ||||||||||
Non-GAAP net income: | $ | 3,548 | $ | 0.95 | $ | 3,671 | $ | 0.96 |
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) For the three months ended December 31, 2022, this adjustment gives effect to one-time corporate projects, including acquisition and integration expenses of $173,000 and termination benefits paid of $49,000. For the year ended December 31, 2022, this adjustment gives effect to a one-time executive recruiting fee of $90,000, acquisition and integration expenses of $263,000, and termination benefits paid of $49,000. For the three months ended December 31, 2021, this adjustment gives effect to one-time corporate projects, including acquisition and integration related expenses, incurred during the period. For the year ended December 31, 2021, this adjustment gives effect to the benefit of $366,000, associated with employee retention credits related to the CARES Act, partially offset by one-time corporate projects, including merger and acquisition expenses incurred during the period.
4) This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal rate of 21%.
5) This adjustment eliminates discrete items impacting income tax expense. In 2022, discrete items relate to a return to provision adjustment as well as additional tax expense resulting from stock-based compensation recorded in income tax for the period. In 2021, the discrete items relate a return to provision adjustment arising from a SEC 986 loss from previously taxed earnings, profits resulting from the liquidation of a foreign subsidiary, and an excess stock-based compensation benefit recognized in income tax during the period.
CALCULATION OF FREE CASH FLOW AND ADJUSTED FREE CASH FLOW
Three Months Ended December 31, | ||||||||
2022 | 2021 | |||||||
Amount | Amount | |||||||
Net cash provided by operating activities | $ | 994 | $ | 1,412 | ||||
Payments for purchase of fixed assets and capitalized software | (14 | ) | (13 | ) | ||||
Free cash flow | 980 | 1,399 | ||||||
Cash paid for acquisition and/or integration items (1) | 970 | 101 | ||||||
Cash paid for other unusual items (2) | 49 | 30 | ||||||
Adjusted free cash flow | $ | 1,999 | $ | 1,530 |
Year Ended December 31, | ||||||||
2022 | 2021 | |||||||
Amount | Amount | |||||||
Net cash provided by operating activities | $ | 4,019 | $ | 4,731 | ||||
Payments for purchase of fixed assets and capitalized software | (66 | ) | (277 | ) | ||||
Free cash flow | 3,953 | 4,454 | ||||||
Cash paid for acquisition and/or integration items (1) | 1,060 | 248 | ||||||
Cash paid for other unusual items (2) | 109 | 30 | ||||||
Adjusted free cash flow | $ | 5,122 | $ | 4,732 |
1) For the three months and full year ended December 31, 2022, this adjustment relates to payments for representation and warranty insurance of $500,000 and $325,000 related to Newswire opening balance sheet costs that were not recouped until Q1 2023. Additionally, these numbers include payments for one-time corporate projects, including acquisition and integration expenses of $145,000 and $235,000, during the three months and full year ended December 31, 2022, respectively. For the three months and full year ended December 31, 2021, this adjustment gives effect to one-time corporate projects, including acquisition and integration related expenses, incurred during the period.
2) For the three months and full year ended December 31, 2022, this adjustment relates to $49,000 of termination benefits paid during the period. Additionally, for the full year ended December 31, 2022, this adjustment includes $60,000 paid for executive recruiting expenses. For the three months and full year ended December 31, 2021, this amount represents executive recruiting expenses paid during the period.
Conference Call Information
To participate in this event, dial approximately 5 to 10 minutes before the beginning of the call.
Date: | March 2, 2023 |
Time: | 4:30 p.m. eastern time |
Toll & Toll Free: | 888-506-0062 | 973-528-0011 |
Access Code: | 217260 |
Live Webcast: |
Conference Call Replay Information
The replay will be available beginning approximately 1 hour after the completion of the live event.
Toll & Toll Free: | 877-481-4010 | 919-882-2331 |
Passcode: | 47738 |
Webcast Replay & Transcript |
About Issuer Direct Corporation
Issuer Direct® is a leading communications and compliance company, providing solutions for both Public Relations and Investor Relations Professionals. Our comprehensive solutions are used by thousands of customers from emerging startups to multi-billion dollar global brands, ensuring their most important moments are reaching the right audiences, via our industry leading newswire, IR website solutions, events technology, and compliance solutions. 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, 2022, 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
brian.balbirnie@issuerdirect.com
Hayden IR
Brett Maas
(646)-536-7331
brett@haydenir.com
Hayden IR
James Carbonara
(646)-755-7412
james@haydenir.com
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
As of December 31, | ||||||||
2022 | 2021 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 4,832 | $ | 23,852 | ||||
Accounts receivable (net of allowance for doubtful accounts of $745 and $675, respectively) | 2,978 | 3,291 | ||||||
Income tax receivable | 51 | - | ||||||
Other current assets | 1,559 | 750 | ||||||
Total current assets | 9,420 | 27,893 | ||||||
Capitalized software (net of accumulated amortization of $3,364 and $3,301, respectively) | 138 | 201 | ||||||
Fixed assets (net of accumulated depreciation of $610 and $456, respectively) | 625 | 713 | ||||||
Right-of-use asset - leases (See Note 9) | 1,277 | 1,533 | ||||||
Other long-term assets | 136 | 94 | ||||||
Goodwill | 22,498 | 6,376 | ||||||
Intangible assets (net of accumulated amortization of $6,821 and $6,005, respectively) | 32,231 | 2,447 | ||||||
Total assets | $ | 66,325 | $ | 39,257 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,374 | $ | 695 | ||||
Accrued expenses | 2,255 | 1,975 | ||||||
Income taxes payable | 157 | 46 | ||||||
Note payable | 22,000 | - | ||||||
Deferred revenue | 5,405 | 3,086 | ||||||
Total current liabilities | 31,191 | 5,802 | ||||||
Deferred income tax liability | 572 | 176 | ||||||
Lease liabilities - long-term (See Note 9) | 1,339 | 1,659 | ||||||
Total liabilities | 33,102 | 7,637 | ||||||
Stockholders' equity: | ||||||||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021, respectively. | - | - | ||||||
Common stock $0.001 par value, 20,000,000 shares authorized, 3,791,020 and 3,793,538 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | 4 | 4 | ||||||
Additional paid-in capital | 22,147 | 22,401 | ||||||
Other accumulated comprehensive loss | (96 | ) | (19 | ) | ||||
Retained earnings | 11,168 | 9,234 | ||||||
Total stockholders' equity | 33,223 | 31,620 | ||||||
Total liabilities and stockholders' equity | $ | 66,325 | $ | 39,257 | ||||
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
For the Three Months Ended | For the Year Ended | |||||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Revenues | $ | 7,139 | $ | 5,718 | $ | 23,514 | $ | 21,883 | ||||||||
Cost of revenues | 1,876 | 1,519 | 5,684 | 5,748 | ||||||||||||
Gross profit | 5,263 | 4,199 | 17,830 | 16,135 | ||||||||||||
Operating costs and expenses: | ||||||||||||||||
General and administrative | 2,060 | 1,663 | 6,963 | 5,821 | ||||||||||||
Sales and marketing expenses | 2,056 | 1,399 | 5,922 | 4,893 | ||||||||||||
Product development | 572 | 293 | 1,306 | 1,075 | ||||||||||||
Depreciation and amortization | 531 | 146 | 970 | 603 | ||||||||||||
Total operating costs and expenses | 5,219 | 3,501 | 15,161 | 12,392 | ||||||||||||
Operating income | 44 | 698 | 2,669 | 3,743 | ||||||||||||
Interest (expense) income, net | (110 | ) | 1 | (11 | ) | 3 | ||||||||||
Other income | - | - | - | 366 | ||||||||||||
Income before taxes | (66 | ) | 699 | 2,658 | 4,112 | |||||||||||
Income tax expense | 43 | 83 | 724 | 821 | ||||||||||||
Net income (loss) | $ | (109 | ) | $ | 616 | $ | 1,934 | $ | 3,291 | |||||||
Income per share - basic | $ | (0.03 | ) | $ | 0.16 | $ | 0.52 | $ | 0.87 | |||||||
Income per share - fully diluted | $ | (0.03 | ) | $ | 0.16 | $ | 0.52 | $ | 0.86 | |||||||
Weighted average number of common shares outstanding - basic | 3,730 | 3,792 | 3,720 | 3,780 | ||||||||||||
Weighted average number of common shares outstanding - fully diluted | 3,748 | 3,828 | 3,740 | 3,820 | ||||||||||||
ISSUER DIRECT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share and per share amounts)
Years Ended December 31, | ||||||||
2022 | 2021 | |||||||
Cash flows from operating activities | ||||||||
Net income | $ | 1,934 | $ | 3,291 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Bad debt expense | 406 | 257 | ||||||
Depreciation and amortization | 1,033 | 1,143 | ||||||
Deferred income taxes | (278 | ) | (106 | ) | ||||
Stock-based compensation expense | 763 | 333 | ||||||
Changes in operating assets and liabilities: | ||||||||
Decrease (increase) in accounts receivable | (9 | ) | (1,042 | ) | ||||
Decrease (increase) in other assets | (282 | ) | (160 | ) | ||||
Increase (decrease) in accounts payable | 35 | 393 | ||||||
Increase (decrease) in deferred revenue | 564 | 887 | ||||||
Increase (decrease) in accrued expenses and other liabilities | (147 | ) | (265 | ) | ||||
Net cash provided by operating activities | 4,019 | 4,731 | ||||||
Cash flows from investing activities | ||||||||
Purchase of fixed assets | (66 | ) | (62 | ) | ||||
Capitalized software | - | (215 | ) | |||||
Purchase of acquired business, net of cash received (See note 4) | (17,963 | ) | - | |||||
Net cash used in investing activities | (18,029 | ) | (277 | ) | ||||
Cash flows from financing activities | ||||||||
Payment for stock repurchase and retirement (see Note 7) | (5,000 | ) | (453 | ) | ||||
Proceeds from exercise of stock options, net of income taxes | 91 | 307 | ||||||
Net cash used in financing activities | (4,909 | ) | (146 | ) | ||||
Net change in cash | (18,919 | ) | 4,308 | |||||
Cash- beginning | 23,852 | 19,556 | ||||||
Currency translation adjustment | (101 | ) | (12 | ) | ||||
Cash- ending | $ | 4,832 | $ | 23,852 | ||||
Supplemental disclosures : | ||||||||
Cash paid for income taxes | $ | 954 | $ | 1,050 | ||||
Non-cash activities: | ||||||||
Issuance of secured promissory note in acquisition of Newswire (see Note 4) | 22,000 | - | ||||||
Shares issued in acquisition of Newswire (see Note 4) | 3,892 | - | ||||||
SOURCE: Issuer Direct Corporation