Issuer Direct Corporation (NYSE:ISDR)

Second Quarter 2015 Results

• Revenue was $3.1 million, compared to $3.6 million during the same period of fiscal 2014
• Non-GAAP net income was $0.5 million, or $0.21 per share, compared to $0.5 million, or $0.24 per share for the same period of fiscal 2014

Quotes from management:

As we continue our transition to our cloud-based platform, relying less on the legacy physical printed business, we are managing costs and generating positive cash flows from operations, despite the overall decrease in revenue. In parallel, the revenue produced by Accesswire continues to grow and margins are expanding, due to the increase in number of Accesswire client contracts under our normalized rate plans compared to the historically lower margin reseller rate plans, as certain reseller agreements have been selectively terminated."

Mr. Balbirnie continued, "We believe the progress we are making in developing our new product sets and integrated platform will fuel our future growth and top line next year and beyond. We are on track with the development and the release of these offerings. As such, in the fourth quarter, we intend to release the EDGAR self-service product platform, which is based on the Xselus technology that we acquired in April of this year. We have also moved the investor management and order annual report functions to the new cloud-based platform. The next phase is the further completion of our new dataset product, expected by the end of the fourth quarter. By subscribing to our new dataset offering, existing and new publicly traded clients will be able to access institutional and retail contact data, investor profiles, utilize a fully integrated contact management system and much more to digitally target and engage investors."

Mr. Balbirnie concluded, "Overall, as we transition the business and lay the foundation for growth, we are generating positive cash flows from operations. However, during this transition period, we expect our revenue to remain flat or decrease as compared to prior periods. We believe the work we are doing today will allow the Company to generate greater cash flow in the future. Moving forward, we hope to exploit our leverage, as we grow Accesswire, launch our Cloud-based Disclosure platform and add our new dataset offerings."

First Quarter 2015 Results

• Revenues were $3.0 million, compared to $3.5 million in the same period of the prior year
• Non-GAAP net income was $417,653 or $0.18 per diluted share, compared to $409,425 or $0.20 in the same period of the prior year

Key Performance Indicators

- Excluding Accesswire clients, we performed work for approximately 950 clients in the first quarter of 2015, with average revenue per user ("ARPU") just under $3,000 per client
- Direct Accesswire clients grew to 1,266 in the first quarter 2015, compared to 507 in the same period of the prior year.

Brian Balbirnie, CEO of Issuer Direct commented, "Although we are disappointed with the decline in revenue during the first quarter, it is a reflection of the transition of our business as we move our physical printed business over to our digital platforms. Further, we expect that over the next several quarters we will generate additional revenues from the acquisition of Accesswire and from our increased internal sales efforts. We also expect to continue to control cost as we did in fiscal 2014 and the first quarter of 2015, and expect to continue our history of achieving positive cash flows from operations."

Mr. Balbirnie continued, "We have spent and will continue to spend a considerable amount of time focused on our product sets, platforms and intellectual property development through 2015. These developments are key to our overall offerings in the market and necessary to keep our competitive advantages and sustain the next round of growth that management believes it can achieve. By being successful in this development effort, we can achieve increases in revenues per user as we move throughout fiscal 2015. It is our belief that because of our technology development focus, we will be successful in organically expanding the number of clients that are both public and private."

Mr. Balbirnie concluded, "Overall, the demand for corporate services continues to be stable in the segments we serve. In a portion of our business, we will continue to see demand shift from traditional printed materials to more of a digital delivery with a hybrid print-on-demand solution. We are positioned well in this space to be both competitive and agile to deliver these solutions to the market at the same or higher gross margins. Our key areas of focus will be the continued expansion of our sales and marketing teams, significant technology development and advancements, profitable sustainable growth, generating significant cash flows from operations, expanding our customer base, growing our newswire business following the acquisition of Accesswire, and integrating and marketing our newly acquired Cloud-based Disclosure platform."

Third Quarter 2014 Results

• Total revenue increased by $1.1 million, or 53%, to $3.2 million during the three-month period ended September 30, 2014, compared to $2.1 million during the same period of fiscal 2013.
• Non-GAAP net income, excluding amortization of intangible assets, stock based compensation, integration of acquisition costs, non-cash interest expense, and tax impact of adjustments, was $485,051 or $0.23 per diluted share, an increase of 81% compared to $267,574 or $0.12 per diluted share in the third quarter of 2013.

Mr. Balbirnie, CEO of Issuer Direct commented, "Overall we are pleased with our operating results for the quarter and the continued contribution of Precision IR to our shareholder communications business. We generated 20% EBITDA margins for the quarter and strong cash flows due to continued cost control and the realization of synergies from our Precision IR acquisition. During the quarter we did see continued pressure on our disclosure management business particularly in our XBRL service offerings, which resulted in a revenue decline from this segment compared to the third quarter of last year. However, we have realigned our sales force and have added a significant number of new clients during the quarter, which we believe will help us return to more traditional levels of organic growth."
Mr. Balbirnie continued, "In addition to our focus on organic growth, we were very pleased to announce the closing of the Accesswire acquisition last week. We believe that owning the Accesswire newswire service adds a valuable capability to our end-to-end disclosure management platform and will help stimulate revenue growth by leveraging our existing sales force. In addition, we are continuing to work on developing product offerings to monetize our unique data sets with our customer base."

MORRISVILLE, NC / ACCESSWIRE / October 30, 2014 / Issuer Direct Corporation (the "Company") (NYSE MKT: ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, today announced that it has closed its acquisition of Accesswire, a leading newswire upstart. Through this acquisition, Issuer Direct is now one of the industry's fastest growing newswires.

The acquisition has significantly bolstered the Company's disclosure management platform for public companies, providing its growing base of customers a single-sourced, consolidated disclosure and communication offering for disseminating news to regulators, shareholders, potential investors and now via its newswire. Accesswire services will be an integral part of the Company's Cloud-based platform for disclosure and communications.

"This acquisition continues the strong momentum for Issuer Direct, broadening our client base by several hundred additional public and private companies and further expanding our already comprehensive offering," said Brian Balbirnie, Chief Executive Officer of Issuer Direct. "Having a newswire network within our ecosystem is fundamental to our overall strategy. Not only do we plan to continue to build upon Accesswire's existing network, we expect to leverage this powerful news dissemination platform by distributing news through our current PrecisionIR platforms and social media properties. Furthermore, this acquisition will allow us to further diversify our client base beyond the publically traded companies that have formed our historical client base, enabling us to provide services to privately held companies."

Issuer Direct's salesforce will add Accesswire's direct clients to its pipeline moving forward. The immediate mandate will be to introduce Issuer Direct's shareholder communication and disclosure management offerings. Additionally, the sales team will engage shareholder communication and disclosure management customers to discuss the new tools clients can utilize with the addition of Accesswire. There are also several dozen resellers of the Accesswire brand, those resellers will have direct access to the Disclosure Management workflow engine to optimize and scale their newswire efforts - Issuer Direct plans on strengthening these reseller relationships with tools, technologies and its 24/7 newsroom editorial services.

Mr. Balbirnie added, "Owning the newswire function outright allows our platform to access and leverage real time press release analytics. These analytics will allow our clients to see retail and institutional investors who engaged with their news, far beyond what traditional distribution channels illustrate today, those investors are now viable prospects to become new shareholders."

Accesswire distributes news content to millions of desktops globally, via its distribution network of newspapers, trade publications and online platforms and portals, including both online brokerages, and institutional terminals.

Mr. Balbirnie concluded, "This is natural fit, we have millions of shareholders in our platforms from PrecisionIR - the very same investors seeking corporate documents, annual reports and news or earnings information - we truly have built a very compelling platform for the corporate issuer marketplace."

MORRISVILLE, NC / ACCESSWIRE / October 7, 2014 / Issuer Direct Corporation (the "Company") (NYSE MKT: ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, today announced it has entered into an agreement to acquire all assets relating to Accesswire, a privately held, Vancouver-based firm specializing in press release distribution to both public and private companies throughout North America. The transaction, which is subject to a number of closing conditions, is expected to be completed in mid-October.

The acquisition, when completed, will significantly bolster the comprehensive disclosure and communications platform for Issuer Direct. This will provide its growing base of customers a single-sourced, consolidated disclosure and communication offering for disseminating news to regulators, shareholders, potential investors, and now to the media and news portals via its own newswire. Accesswire services will become an integral part of the Company's Cloud-based platform for disclosure and communications. The purchase price of $1.84 million consist of $1.70 million in cash that will be paid from Issuer Direct's cash reserves and common stock valued at $140,000.

Accesswire distributes news content to millions of desktops globally, via its distribution network of newspapers, trade publications and online platforms and portals, including both online brokerages, and news terminals.

"When completed this acquisition would round out our already comprehensive offering, adding to the reach of our disclosure management platform and increasing the value for our customers," said Brian Balbirnie, Chief Executive Officer of Issuer Direct. "Having a newswire network within our ecosystem is fundamental to our overall strategy. Not only do we plan to continue to build upon Accesswire's existing network, we expect to leverage this powerful news dissemination platform by distributing news through our current PrecisionIR platforms and social media assets. Post close, this acquisition will add hundreds of new clients to the Issuer Direct platform."

TEL AVIV, ISRAEL and NEW YORK, NY and MORRISVILLE, NC--(Marketwired - Sep 2, 2014) - Top Image Systems, Ltd. (NASDAQ: TISA), a leading ECM (Enterprise Content Management) and BPM (Business Process Management) solution and MIP (Mobile Imaging Platform) provider and Issuer Direct Corporation (NYSE MKT: ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies announce that Issuer Direct has chosen Top Image System's eFLOW® solution to automate certain front end portions of its Annual Report Service (ARS) order entry, thus eliminating the need for manual data entry that occurs when requests come in and prior to Issuer Direct's ARS processing and delivery. Issuer Direct is a disclosure management and targeted communications company whose integrated platform provides tools, technologies and services that enable clients to efficiently produce and distribute financial and business communications.

By utilizing TIS' eFLOW solution, Issuer Direct will be able to more efficiently capture their customers' multiple investor kit and annual report requests. The identified mandatory fields, such as customer name and address, are automatically captured by eFLOW and moved downstream into Issuer Direct's Disclosure Management order processing module. Implementing TIS' automated document processing solution liberates the staff from tedious front end manual data entry and allows them to focus on more productive processing and delivery activities.

"Since we have gone live with the TIS solution, we are already seeing significant time and cost savings on our front end due to its simple, straight through capabilities, and due to elimination of the need to ramp staff for periods of heavy volume. Turn times have been reduced from days to minutes," said James Michael, SVP Operations of Issuer Direct. "We are now looking at other areas in which to leverage the TIS technology for automated process optimization."
"Issuer Direct selected Top Image Systems' award-winning eFLOW solution for automated document processing for information flowing in to their organization due to our expertise in business process management and in operational cost reduction, which were key drivers for Issuer Direct," commented Avi Mileguir, TIS Americas EVP & General Manager. "The TIS Americas sales team is gaining momentum in the financial sector, and this new win is a proof point of the traction we are making in the US document automation market."

Second Quarter 2014 Results

• Revenues increased 111% year-over-year reaching $3.6 million
• Non-GAAP earnings per share increased to $0.24 compared to $0.21 in the same period of 2013

Brian Balbirnie, CEO of Issuer Direct, commented, "Overall we are pleased with the results for the quarter. Our continued year-over-year revenue increases, positive cash flow from operations and balance sheet management are trends we have worked hard to preserve. This is the ninth consecutive quarter of positive cash flows from operations going back to 2012."

Mr. Balbirnie continued, "For most of the last year we have focused on the integration of the combined entities of PrecisionIR and Issuer Direct. That phase is now behind us, and we are focused on expanding our newly integrated business through organic growth. We have reorganized our sales organization to take maximum advantage of the talents of our two organizations and we intend to invest and expand our internal sales force and our channel partner network."

NEW YORK, NY--(Marketwired - Jun 9, 2014) -  Investis Inc., one of the fastest growing providers of online IR and corporate websites in the US, will add annual report mailing and whistleblower services to its core IR website and webcasting packages in a partnership with Morrisville North Carolina-based Issuer Direct Corporation (NYSE MKT: ISDR) to reduce administration costs for issuers and offer price benefits.
"Our customers are telling us they want the best products in each area of need but also find managing multiple vendors time-consuming and costly," said Investis Inc. CEO Rupert Spiegelberg. "Annual report fulfilment and Whistleblower services are a key part of many IR websites and we are delighted to be partnering with an industry leader in this area."
Investis now offers clients the ability to manage the handling and mailing of print annual reports, factsheets, quarterly statements, proxy statements and other documentation through a fully outsourced end-to-end ordering and delivery service via a web-based order form or investor hotline accessible from their IR website.
Investis will also provide through its Issuer Direct partnership a fully integrated Sarbanes-Oxley-compliant Whistleblower telephony and web-based report capture system for the publicly-listed companies. Issuer Direct is one of the largest hotline providers in the world and a recognized leader in compliance disclosure.
Both these services can now be offered as part of the Investis IR webhosting and webcasting proposition.
"Investis is a partner that is aligned with our core objectives and strategies," said Issuer Direct's Chief Executive Officer, Brian Balbirnie. "We already share several customer relationships globally, and look forward to expanding and aligning the partnership with our future strategic initiatives."

First Quarter 2014 Results

• Revenues increased 147% year-over-year reaching $3.4 million in the first quarter of 2014, from $1.4 million in the same period last year.
• Non-GAAP EPS for the first quarter 2014 was $0.20 vs. $0.13 for the same quarter 2013.

Brian Balbirnie, CEO of Issuer Direct, commented, "The successful acquisition of PrecisionIR helped us expand our customer base and broaden our portfolio of solutions and services, which resulted in substantial revenue growth in our first quarter. As we continue to add customers, cross sell our products and increase partnerships, we expect to see organic revenue growth in subsequent quarters in 2014."

Mr. Balbirnie continued, "To continue our growth trajectory, we have expanded our channel partner and strategic relationships, something we had great success with during our XBRL growth stage. We are off to a great start this year with several new key partners through which we will be offering our best of breed products, specifically the New York Stock Exchange, where we will provide our whistleblower platform to newly listed and currently listed issuers. Not only does the relationship with NYSE have direct revenue growth potential, but from a branding perspective it helps raise our profile and enhance our ability to cross sell our products, and further extend our Disclosure Management System brand."

Fourth Quarter 2013 Results

• Quarterly revenues increased 205% year-over-year reaching $3.6 million from $1.2 million in the same quarter 2012.
• Non-GAAP EPS for the fourth quarter 2013 was $0.16 vs. $0.09 for the same quarter 2012.

Brian R. Balbirnie, Chief Executive Officer of Issuer Direct Corporation, commented, "At the beginning of 2013, we set out to deliver against three main objectives: higher revenues, increased profits, and improved overall margins. We achieved all three of these objectives in fiscal 2013, delivering another record year. Revenues increased 105%, with growth from all three of our revenue streams, compared to the prior year. The largest increase in revenue came from our shareholder communication services, primarily due to offerings added with the acquisition of PrecisionIR on August 22, 2013. In addition to providing immediate revenue, the acquisition also doubled our customer count, adding 750 new clients that we can target with our disclosure management platform and software solutions. As most of these clients are sizable in market cap, sales to this installed base offer higher average revenue per issuer and higher average margin per issuer. The acquisition also grew our total addressable market as a global organization, to 21,000 issuers in North America and Europe."

Mr. Balbirnie added, "Looking at performance against our goals for profit and margin expansion, we increased 2013 gross margins and drove EBITDA growth, as we continue to focus on gaining operational efficiency in order to fully leverage the earnings power of our platform."

Mr. Balbirnie concluded, "In fiscal 2014, we anticipate that our revenue from shareholder communications will continue to drive our growth. We also anticipate revenues from both disclosure management services and software licensing will continue to grow as we roll out new technologies, and cross-sell services to customers obtained through the PrecisionIR acquisition. With a number of key strategic initiatives targeted for 2014, our goal is to complete the final steps in integration between Issuer Direct and the global operations of PrecisionIR, continue to generate profitable sustainable growth and significant cash flows from operations, increase average revenue per issuer, and expand our customer base."

MORRISVILLE, NC--(Marketwired - Mar 6, 2014) - Issuer Direct Corporation (OTCBB: ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, is pleased to announce that its common shares have been approved to list on the NYSE MKT and will begin trading on the New York Stock Exchange on March 11, 2014. The Company will continue to trade under the symbol "ISDR" but will withdraw its shares from listing on the OTC BB concurrent with listing its shares on the NYSE MKT, the premier US equities market for listing and trading of small growth companies.

"Trading on the New York Stock Exchange is an important milestone for Issuer Direct and an indication of our progress in achieving our business objectives," said Brian R. Balbirnie, Chief Executive Officer for Issuer Direct. "We are confident that our leading market positions and strong customer relationships, combined with the increased visibility of being listed on the NYSE, will help enhance value for all stakeholders. We found NYSE to have made an unparalleled commitment to providing a dynamic platform for growth companies, and we look forward to a great future on the exchange."

NYSE MKT is a fully integrated trading venue within the NYSE Euronext community and leverages the NYSE's advanced and innovative market model to offer a premier venue for listing and trading the stocks of small companies. The venue utilizes the trading, connectivity and routing technologies of the NYSE platform and offers superior price discovery, superior liquidity and reduced trading volatility. Listed company's benefit from issuer-selected Designated Market Makers (DMM) that utilize world-class NYSE trading systems to discover and improve prices, dampen volatility, add liquidity and enhance value. In addition, NYSE MKT-listed companies gain access to the brand visibility and are eligible for the issuer services enjoyed by the NYSE Euronext community.

"We look forward to a long lasting partnership with Issuer Direct Corporation," said Scott Cutler, Executive Vice President, Head of Global Listings, NYSE Euronext. "The NYSE offers companies the world's most trusted and reliable platform to raise capital and we welcome the opportunity to build upon the value that Issuer Direct delivers to its shareholders as they join the NYSE Community."

MORRISVILLE, NC - (Accesswire - February 11, 2014) - Issuer Direct Corporation (ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, and Curran & Connors, Inc., a creative services and interactive media marketing agency, today announced a broad partnership that enhances the competitive position of both organizations in the marketplace by significantly expanding the reach of offerings to their clients. The new partnership creates a cohesive offering that is expected to spur client demand to further enhance the ways the corporate annual report is utilized and distributed.

With this new partnership, the several hundred active IR clients at Curran & Connors will gain access to Issuer Direct’s industry-leading Annual Report Service and world-class Investor Hotline products, and the 1,750 plus Issuer Direct clients will have direct access to the world-class design staff for which Curran & Connors is recognized throughout the industry.
                                                                                    
Issuer Direct and Curran & Connors are also developing an innovative and powerful annual report builder technology for IR websites. Current annual reports often exceed 250 pages in length. This new system will enable investors to select and build personalized annual reports that include only the information they want and need. Investors will be able to get full reports or filtered reports based on the selected fields of interest such as the letter to shareholders, the financial statements, MD&A or the summary of financings. This new technology will also benefit issuers who’ll now be able to capture analytical data, such as what information is being requested and by whom.

"The shared vision of Issuer Direct and Curran & Connors is what makes this partnership so perfect for the IR community who’s demanding innovation," said Noah Butensky, Chief Operating Officer of Curran & Connors. "We’re both focused on providing our clients with superior service, great products and smart ideas that enable public companies to earn meaningful return on investment from their corporate disclosure and stakeholder outreach, particularly with respect to the annual report and investor relations website."

"When I think of the premier design firm with deepest roster of leading public companies, Curran & Connors comes to the front of the list," said Brian R. Balbirnie, Chief Executive Officer of Issuer Direct. "We are excited to be partnering with the team at Curran & Connors, and are confident this partnership will enable us to reach more clients looking for the same things every pubic company wants: exposure and to be relevant. Importantly, this new relationship complements our focus on acquiring exchange-listed clients. These larger cap clients have superior revenue potential and margin contribution, compared to OTC listed issuers. Longer term, we are also enthusiastic about developing the annual report builder technology with Curran & Connors. The new technology adds terrific value for investors and issuers alike, and provides a powerful, unique and innovative solution that will set us both apart and help us acquire new clients and cross sell to our existing customer base. This partnership achieves advancements in our keys areas of focus to drive shareholder value, which include continued client acquisition, technology advancement and increasing Average Revenue Per Issuer."

Third Quarter 2013 Results

• Revenue increased 73% to $2.1 million from $1.2 million
• Non-GAAP diluted EPS increased 47% to $0.22 per share from $0.15

Brian Balbirnie, CEO of Issuer Direct, commented, "We are pleased with our overall performance for our third quarter, which included the acquisition and integration of PrecisionIR. Looking at the top line, revenue increased 73% and benefited in part from 40 days of contribution from PrecisionIR's shareholder communications and webcasting business, and our blended gross margins remained consistent within our expectations, at 70%."

Mr. Balbirnie continued, "We will spend a considerable amount of time in the remaining part of 2013 and all of 2014 expanding the Average Revenue Per Issuer (ARPI). The execution of this strategy will allow us to deliver on our growth plans as well as increase our market share in the businesses we focus on. It is our belief we will have success expanding the number and value of services per client, as well as the continued organic success in acquiring new clients." Mr. Balbirnie concluded, "Overall, the demand for corporate services continues to be strong in the segments we serve."

Acquisition

On August 22, 2013, the Company acquired Richmond, Virginia-based PrecisionIR Group, Inc., a leading provider of online investor relations and web-based corporate communications solutions to companies worldwide. Issuer Direct acquired all of the common stock of Precision IR Group, Inc. in exchange for cash proceeds of approximately $3.45 million. The results of PrecisionIR during the third quarter of 2013 further demonstrate that the acquisition will have a significant impact on revenues, gross profits, and Non-GAAP earnings in the future as previously stated. The Company was able to almost double its revenues in the third quarter of 2013 compared to the prior year, although the results only included forty days of revenue for PrecisionIR. The Company anticipates that the growth rate in revenues in the fourth quarter of 2013 compared to the same period of the prior year will be higher than what was achieved in the third quarter of 2013.

MORRISVILLE, NC--(Marketwired - Oct 8, 2013) -  Issuer Direct Corporation (OTCBB: ISDR) (the "Company" or "Issuer Direct"), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, today announced that it filed the unaudited historical Pro Forma Financial Statements on Form 8K/A with the SEC for the six months ended June 30, 2013, and for the year ended December 31, 2012 of the acquired company, PrecisionIR. Additionally, the Company also discusses below the integration success, as well as a statement on its dividends.

Pro Forma Highlights are as follows:

• Pro forma revenue for the six months ended June 30, 2013 was $8.8 million, compared to $3.1 million previously reported by the Company.
• Pro forma revenue for the year ended December 31, 2012 was $18.0 million, compared to $4.3 million previously reported by the Company.

The historical financial information filed earlier today shows that this acquisition has the potential to significantly increase the Company's revenue and operating income as previously stated by the Company. In addition, the pro forma EBITDA derived from these statements more than doubled from $1.0 million as previously filed to $2.4 million on a pro forma basis for the six months ended June 30, 2013. The Company cautions investors that historical pro forma financial statements are not necessarily an indicator of future financial results and that the results of the pro forma numbers are in no way attributable to the Company for the periods indicated.

For the next two years, the Company's GAAP earnings will include significant non-cash charges as shown on the unaudited pro forma statements of operations filed on form 8K/A related to the beneficial conversion feature granted to help finance this transaction. Therefore, the Company will report on non-GAAP earnings and EBITDA in the future in addition to its GAAP numbers.

Cost Savings Highlights:

The Company also announced that within the first forty-five days of the acquisition of PrecisionIR, it has already integrated the PrecisionIR Annual Report Service (ARS) system into Issuer Direct's North Carolina operations center, creating an annualized cost savings of approximately $300,000 per year. This is part of the total anticipated annualized cost savings of $700,000 to $800,000 to be implemented by the end of the fiscal year.

Plans for Debt Reduction and Re-Investment in Place of a Third Quarter Dividend:

A key element of the philosophy of Issuer Direct, its Board of Directors, and the management team is to enhance shareholder value, and in prior quarters the Company has issued a dividend allowing shareholders to participate directly in the Company's success. Payment of dividends is at the discretion of the Board of Directors and will depend upon revenue, earnings, cash flow from operations, the overall outlook for the Company's business, cash balances and alternative uses for cash resources. The company continued to generate positive operating cash flow in the third quarter. However, due to the Company's cash outlay in acquiring PrecisionIR, Issuer Direct's Board has elected not to issue a dividend for its third quarter. The Company believes that in the immediate future excess funds from operations should be used to pay down the Company's line of credit and to reinvest into high ROI projects at PrecisionIR, as this acquisition is expected to deliver substantial shareholder value. The Company is optimistic that they will be able to pay off the existing line of credit by the second quarter of fiscal 2014.

MORRISVILLE, NC--(Marketwired - Aug 27, 2013) - Issuer Direct Corporation (OTCBB: ISDR) (the "Company" or "Issuer Direct"), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, has acquired Richmond, Virginia based PrecisionIR Group, Inc., a leading provider of online investor relations and web-based corporate communications solutions to companies worldwide. Issuer Direct acquired all of the common stock of Precision IR Group, Inc. in exchange for cash proceeds of approximately $3.45 million. The transaction closed effective August 22, 2013. The Company expects revenue to more than double as a result of this acquisition and for the acquisition to be accretive in EBITDA in the first 12 months.

"This strategic acquisition significantly increases our customer base and adds new complementary solutions to our already robust suite of offerings," commented Brian R. Balbirnie, Chief Executive Officer of Issuer Direct. "The team at PrecisionIR has done a remarkable job at building value around its Annual Report Service (ARS) and Company Spotlight offerings. We will continue to foster this line of business by augmenting it with our disclosure management platform -- these are truly some exciting times for our customers, shareholders and employees. In fact, following this transaction, Issuer Direct will file, print and distribute more regulatory content to both the markets and shareholders from a single platform, than any other company in the world."

PrecisionIR helps clients build interest in their respective publicly traded company, products and services by targeting institutional and self-directed high net-worth investors. PrecisionIR has a unique network of over 250 media partners across North America and Europe, and a proprietary database of more than 1.5 million investors. Services include global investor relations and investment information provided to both companies and mutual funds since 1992, and a rapidly growing webcasting and web-conferencing business.

Mr. Balbirnie continued, "PrecisionIR's loyal customer base, enables Issuer Direct to achieve critical mass. As a result of this acquisition, we will have more solutions to cross-sell to a significantly larger customer base."

The Company will continue to use the successful PrecisionIR brands that have made PrecisionIR the leading provider of online investor relations and web-based corporate communications solutions to companies worldwide. PrecisionIR provides increased reach into the shareholder communications business for Issuer Direct, a segment that the combined company expects will account for a majority of its overall revenues in years to come.

Issuer Direct will be servicing its global clients through its offices located in Morrisville, North Carolina; Richmond, Virginia; and London, England.

Chris Fetty, Vice President of Global Sales and Marketing for PrecisionIR, will continue to have the responsibility of both exchange partnership development and global marketing. Chris will also be vital in the launching of Issuer Direct's core services in new geographical markets. "We are very pleased to be joining a company with whom we have known for many years," said Mr. Fetty. "Our proven innovative solutions for professionals who produce and consume financial information can immediately be leveraged by Issuer Direct's customer base. We expect that this combination will help drive the development and deployment of both our Annual Report Service (ARS) and Company Spotlight investor communication platforms, and help Issuer Direct meet its clients' growing financial communications needs."

Simultaneously with the closing of the acquisition of Precision IR, Issuer Direct entered into a Securities Purchase Agreement, whereby Red Oak Partners, LLC purchased a convertible secured promissory note in the amount of $2.5 million, which may be converted into 626,566 shares of common stock. No warrants were issued in connection with the merger or the financing. Additionally, David Sandberg, Founder & Managing Member of Red Oak Partners, LLC, has been elected to the Issuer Direct board of directors. Mr. Sandberg has an extensive background investing in public and private companies, as well as significant Board experience. Mr. Sandberg stated, "Red Oak is excited about the Company's prospect for continued growth." 

Second Quarter 2013 Results

First Quarter 2013 Results

• For the quarter ended March 31, 2013, Issuer Direct reported revenue of $1.4 million, compared with $796,594 in the quarter ended March 31, 2012, an increase of 77%.
• The Company generated non-GAAP net income for the first quarter ended March 31, 2013 of $308,640, or $0.15 per share, compared with non-GAAP net income of $53,057, or $0.03 per share, in the first quarter ended March 31, 2012.

Brian R. Balbirnie, Chief Executive Officer of Issuer Direct Corporation, commented,

"We are pleased with our overall performance for our first quarter, which exceeded our estimates in almost every metric. Both our disclosure reporting and stock transfer businesses preformed remarkably well -- not only in revenue contributions but also in margins and new client acquisitions. We are excited about our second quarter start and what is ahead for us in fiscal 2013."

Wes Pollard, Chief Financial Officer, stated, "The overall 77% increase in revenue is primarily due to growth in compliance and reporting revenue, which generated 76% gross margins in the first quarter of 2013, and an improvement in transfer agent revenues, which generate 83% gross margins during that same period. Because of the large number of compliance and reporting clients that we have under annual contracts, we believe our revenue from this segment will continue to be much more predictable in the future. The improvement in transfer agent revenue was primarily due to significant business from corporate action engagements earned in the quarter. Historically, corporate action services are tied to a transaction that results in a project-based engagement, therefore the timing and predictability of this type of revenue becomes difficult to forecast. However, we do anticipate that corporate actions will be a continuing source of revenue in the future, especially as we raise our client count, the volume of these transactions will also go up."

Business Outlook

Mr. Balbirnie further stated, "During the quarter we built critical mass, delivering higher revenue, increased profits, and increased overall margins, demonstrating the earnings power of this highly efficient, recurring revenue, cloud-based model. Now our plan is to exploit this model by driving incremental top line revenue, accelerating our profitability by maintaining high margins. As the only single-source provider of cloud based disclosure management solutions, we are focused on both organic growth and also continue to evaluate potential acquisitions of complementary businesses that fit our long term business strategy."

Fourth Quarter 2012 Results

• For the quarter ended December 31, 2012, Issuer Direct reported revenue of $1.2 million, compared with $719,096 in the quarter ended December 31, 2011, an increase of 65%.
• The Company generated non-GAAP net income for the fourth quarter ended December 31, 2012 of $227,729, or $0.11 per share, compared with non-GAAP net income of $85,997, or $0.05 per share, in the fourth quarter ended December 31, 2011.

Brian R. Balbirnie, Chief Executive Officer of Issuer Direct Corporation, commented, "We set out at the beginning of 2012 to deliver higher revenues, increased profits, and to increase our overall margins. We are pleased to report that we achieved all three of these objectives in fiscal 2012."

Wes Pollard, Chief Financial Officer, stated, "A majority of our 2012 revenue growth came from our compliance and reporting segment, which includes our cloud-based technology platform for XBRL reporting, and overall generates 70% gross margins. We have also considerably increased the number of clients for whom we perform cloud based XBRL reporting, both organically and through the acquisition. As most of our clients are now under annual contracts, we anticipate that revenue from cloud based XBRL reporting will be more recurring in nature in the future. With this said, we intend to also continue to increase revenue from these cloud solutions through new client acquisition. Our transfer agent segment, which delivers 68% gross margins, grew 41% this year; while our software license revenue, which generates 99% gross margins, increased 119%."

Business Outlook

Mr. Balbirnie further stated, "In fiscal 2013, we anticipate our disclosure reporting business which includes our cloud based XBRL solutions will continue to account for a significant portion of our growth. Furthermore, we will strive to continue achieving growth from our other revenue streams. We see 2013 as a pivotal year for continued revenue growth, margin improvement and overall profits. Our plan is to focus on both organic growth and also consider acquisitions of complementary businesses that fit our long term business strategy."