Issuer Direct Corporation & Interwest Transfer
Company
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Unaudited Pro Forma Consolidated Income
Statement
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For the Nine Months Ended September 30, 2017
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|
|
|
|
|
|
|
Issuer Direct Corp
|
Interwest
|
Pro Forma
|
|
|
(Numbers
in 000's except per share information)
|
Actual
|
Actual
|
Adjusments
|
|
Pro Forma
|
Income Statement
|
|
|
|
|
|
Revenues
|
$9,229
|
$1,223
|
|
|
$10,452
|
Cost
of services
|
2,476
|
502
|
(243)
|
(1)
|
2,735
|
Gross
profit
|
6,753
|
721
|
243
|
|
7,717
|
Operating costs and expenses:
|
|
|
|
|
|
General
and administrative
|
2,525
|
344
|
(213)
|
(1)
|
2,656
|
Sales
and marketing
|
1,920
|
-
|
|
|
1,920
|
Product
Development
|
410
|
-
|
|
|
410
|
Depreciation
and amortization
|
310
|
6
|
(6)
|
(2)
|
310
|
Total
operating costs and expenses
|
5,165
|
350
|
(219)
|
|
5,296
|
Operating income
|
1,588
|
371
|
462
|
|
2,420
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
Other
Income, net
|
(24)
|
-
|
|
|
(24)
|
Interest
Income
|
-
|
-
|
-
|
|
-
|
Total
other income (expense)
|
(24)
|
-
|
-
|
|
(24)
|
Income (loss), before income taxes
|
1,564
|
371
|
462
|
|
2,396
|
Income
tax expense
|
(438)
|
-
|
(291)
|
(3)
|
(729)
|
Net income (loss)
|
1,126
|
371
|
170
|
|
1,667
|
|
|
|
|
|
|
Income
per share - basic
|
$0.38
|
|
|
|
$0.56
|
Income
per share - fully diluted
|
$0.37
|
|
|
|
$0.55
|
Weighted
average number of common shares outstanding - basic
|
2,931
|
-
|
25
|
(4)
|
2,956
|
Weighted
average number of common shares outstanding - fully
diluted
|
3,013
|
-
|
25
|
(4)
|
3,038
|
|
|
|
|
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|
Issuer Direct Corporation & Interwest Transfer
Company
|
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Unaudited Pro Forma Consolidated Income
Statement
|
|||||
For the Year Ended December 31, 2016
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|
|
|
|
|
|
|
Issuer Direct Corp
|
Interwest
|
|
|
|
(Numbers
in 000's except per share information)
|
Actual
|
Actual
|
Eliminations
|
|
Pro-Forma
|
Income Statement
|
|
|
|
|
|
Revenues
|
$12,059
|
$1,647
|
$-
|
|
$13,706
|
Cost
of services
|
3,024
|
537
|
(143)
|
(5)
|
3,418
|
Gross
profit
|
9,035
|
1,110
|
143
|
|
10,288
|
Operating costs and expenses:
|
|
|
|
|
|
General
and administrative
|
3,185
|
404
|
(257)
|
(5)
|
3,332
|
Sales
and marketing
|
2,601
|
-
|
-
|
|
2,601
|
Product
Development
|
404
|
-
|
-
|
|
404
|
Depreciation
and amortization
|
910
|
11
|
(11)
|
(2)
|
910
|
Total
operating costs and expenses
|
7,100
|
415
|
(268)
|
|
7,247
|
Operating income
|
1,935
|
695
|
412
|
|
3,042
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
Other
Income, net
|
80
|
-
|
|
|
80
|
Interest
Income
|
4
|
-
|
|
|
4
|
Total
other income (expense)
|
84
|
-
|
|
|
84
|
Income (loss), before income taxes
|
2,019
|
695
|
412
|
|
3,126
|
Income
tax expense
|
(464)
|
-
|
(387)
|
(3)
|
(851)
|
Net income (loss)
|
1,555
|
695
|
24
|
|
2,274
|
|
|
|
|
|
|
Income
per share - basic
|
$0.55
|
|
|
|
$0.80
|
Income
per share - fully diluted
|
$0.54
|
|
|
|
$0.78
|
Weighted
average number of common shares outstanding - basic
|
2,820
|
-
|
25
|
(4)
|
2,845
|
Weighted
average number of common shares outstanding - fully
diluted
|
2,903
|
-
|
25
|
(4)
|
2,928
|
|
|
|
|
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|
Issuer Direct Corporation & Interwest Transfer Company
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Unaudited Pro Forma Consolidated Balance Sheet
|
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As of September 30, 2017
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Consolidated Balance Sheets (USD $000's)
|
Issuer Direct Corp
|
Interwest
|
Eliminations
|
|
ProForma
|
Current assets:
|
|
|
|
|
|
Cash
and cash equivalents
|
$6,407
|
$63
|
$(1,935)
|
(6)
|
$4,535
|
Accounts
receivable, net
|
1,067
|
85
|
|
|
1,152
|
Deferred
income tax asset - current
|
-
|
-
|
|
|
-
|
Other
current assets
|
396
|
17
|
|
|
413
|
Total current assets
|
7,870
|
164
|
(1,935)
|
|
6,099
|
Capitalized
Software, net
|
2,767
|
|
|
|
2,767
|
Fixed
Assets, net
|
159
|
12
|
(12)
|
(2)
|
159
|
Deferred
income tax - noncurrent
|
137
|
-
|
|
|
137
|
Goodwill
& Intangible assets
|
3,373
|
|
3,064
|
(7)
|
6,437
|
Other
noncurrent assets
|
18
|
-
|
|
|
18
|
Total assets
|
$14,324
|
$176
|
$1,117
|
|
$15,617
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Current
maturities of notes payable and long-term debt
|
$-
|
$-
|
|
|
$-
|
Accounts
payable
|
481
|
3
|
|
|
484
|
Advance
postage fees
|
-
|
-
|
|
|
-
|
Accrued
expenses
|
680
|
9
|
|
|
689
|
Income
taxes payable
|
80
|
-
|
|
|
80
|
Line
of credit
|
-
|
-
|
|
|
-
|
Deferred
revenue
|
958
|
21
|
|
|
979
|
Total current liabilities
|
2,199
|
33
|
-
|
|
2,232
|
Deferred
Income taxes
|
54
|
-
|
|
|
54
|
Other
long-term liabilities
|
86
|
-
|
928
|
(6)
|
1,014
|
Total liabilities
|
2,339
|
33
|
928
|
|
3,300
|
Stockholders' equity:
|
|
|
|
|
|
Preferred
stock
|
-
|
-
|
|
|
-
|
Common
stock
|
3
|
-
|
|
|
3
|
Additional
paid-in capital
|
9,776
|
6
|
328
|
(4),(8)
|
10,109
|
Other
accumulated comprehensive income
|
29
|
-
|
|
|
29
|
Retained
earnings (accumulated deficit)
|
2,177
|
138
|
(138)
|
(8)
|
2,177
|
Total stockholders' equity
|
11,985
|
143
|
190
|
|
12,318
|
Total liabilities and stockholders' equity
|
$14,324
|
$176
|
$1,117
|
|
$15,617
|
Purchase price paid in cash at
closing
|
$1,935
|
Purchase price paid in stock (25,235
shares valued at $13.20*)
|
333
|
Future anniversary
payments
|
960
|
Working capital
adjustment
|
(32)
|
Total Purchase
Price
|
$3,196
|
Cash
|
$63
|
Accounts Receivable,
net
|
85
|
Goodwill & other intangible
assets
|
3,064
|
Other current assets
|
17
|
Accounts payable
|
(3)
|
Accrued expenses
|
(9)
|
Deferred revenue
|
(21)
|
Total purchase
price
|
$3,196
|