Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
|
Notes to Financial Statements | |
Note 1. Accounting Policies |
Basis of Presentation
The unaudited interim balance sheet as of June 30, 2009 and statement of operations and cash flows for the periods ended June 30, 2009 and 2008 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Article 10 of Regulation S-X under the Exchange Act. In the opinion of the management, they include all normal recurring adjustments necessary for a fair presentation of the financial statements. Results of operations reported for the interim periods are not necessarily indicative of results for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The interim financial information should be read in conjunction with Issuer Direct Corporation's (the Company's) 2008 audited financial statements filed on Form 10-K.
Certain reclassifications have been made to prior period amounts to conform to the current period presentation. All reclassifications have been applied consistently for the periods presented.
Going Concern
Since inception and through December 31, 2008, we have incurred losses and at June 30, 2009, we have an accumulated deficit of $1,114,555, which raises substantial doubt about our ability to continue as a going concern. We have funded our operations and marketing efforts since inception through the issuance of debt and equity securities. Should we require additional funds and if we are unable to acquire such funds, our ability to continue as a going concern will be severely impacted. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note 2. Summary of Significant Accounting Policies |
Earnings per Share
Basic EPS excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted loss per share for the quarter and six months ending June 30, 2009, gives effect to the weighted average of 3,122 and 3,505, respectively, shares issuable upon conversion of the Company's shares of preferred stock (556 common shares for each of the preferred shares that were outstanding during the periods). As the fully diluted loss per share for the comparable 2008 periods was anti-dilutive, no effect was given to the preferred shares for the 2008 periods.
Allowance for Doubtful Accounts
We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables as well as historical collection information. Credit is granted to most customers on an unsecured basis. In determining the amount of the allowance, management is required to make certain estimates and assumptions. During the three months and six months ended June 30, 2009, we recorded bad debt expense totaling $16,158 and $26,963, and permanently wrote off $25,141 of amounts previously reserved, net of recoveries. Accordingly, our allowance for doubtful accounts increased slightly from $43,764 at December 31, 2008 to $45,586 at June 30, 2009. There was no change in our allowance for doubtful accounts from December 31, 2007 to June 30, 2008.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts and the valuation of goodwill and intangible assets. Actual results could differ from those estimates.
Income Taxes
We follow an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized.
At the end of each interim period, we estimate the effective tax rate we expect to be applicable for the full fiscal year and this rate is applied to our results for the interim year to date period. Based upon our evaluation of possible future events and transactions, expected changes to our valuation allowance and utilizat |
Note 3. Notes payable- other |
As of June 30, 2009 and December 31, 2008, we had unsecured notes payable outstanding totaling $25,000 and $64,828, respectively, as follows:
June 30,
2009
December 31,
2008
Unsecured Note Payable in connection with the asset purchase agreement in March 2007, with interest of 8%, which was fully paid on January 28, 2009.
$
--
$
35,000
Unsecured Note Payable in connection with the July 2, 2007 acquisition of Bassett Press, with interest of 8%, due and payable monthly, due on July 17, 2009 and which was fully repaid in August 2009.
25,000
29,828
Less current portion
25,000
64,828
Total long-term notes payable- other
$
-
$
-
On January 28, 2009, we entered into a settlement and release agreement ("Agreement") with the holder of the note payable that we issued in March 2007. Pursuant to the terms of the agreement, the holder agreed to accept $35,000 in full payment of principal and interest, which was paid in full on January 28, 2009. We recognized a gain on settlement of debt of approximately $16,900 as of December 31, 2008, when we reduced the carrying value of the debt pursuant to the settlement agreement. |
Note 4. Notes payable- related party |
As of June 30, 2009 and December 31, 2008, we had three unsecured related party notes payable outstanding, totaling $73,525 as follows:
June 30,
2009
December 31, 2008
Note Payable to our Chief Executive Officer in the amount of $25,000 for various obligations the former company was party to, including former legal counsel, former transfer agent and tax obligations with the state of Delaware. The unsecured note carries interest in the amount of 8% per annum and was due on December 31, 2008 or upon completion of a financing agreement totaling $250,000. The note is in default at June 30, 2009, and the holder has the right to demand payment at any time. There are no penalties associated with the default.
$
23,525
$
23,525
Unsecured Note Payable to a Director of the Company in the amount of $25,000, with interest of 8%, due on receipt by the Company or its designated escrow agent of an aggregate of $1,000,000 in gross proceeds of the Private Placement.
25,000
25,000
Unsecured Note Payable to a Director of the Company in the amount of $25,000, with interest of 8%, due on receipt by the Company or its designated escrow agent of an aggregate of $1,000,000 in gross proceeds of the Private Placement.
25,000
25,000
Total notes payable - related party
$
73,525
$
73,525
|
Note 5. Preferred stock and common stock |
During the six months ended June 30, 2009, we issued 150,000 shares of our common stock to an employee under the terms of an employment agreement, paid $6,750 to repurchase 2,250,000 shares from our former President shortly after his resignation, and issued 20,000 shares of common stock to redeem all obligations pursuant to two shares of preferred stock, as follows:
Six Months
Ended
June 30,
2009
Outstanding at January 1, 2009
18,834,717
Shares issued in settlement of obligation for services rendered in fiscal 2008
150,000
Repurchase of shares, subsequently retired
(2,250,000
)
Shares issued to redeem preferred stock
20,000
Outstanding at June 30, 2009
16,754,717
In February 2009, we issued 150,000 shares of our common stock in connection with an employment agreement with a former officer of Bassett Press. The fair market value of the shares totaled $25,000, or $0.17 per share, which represents the closing price on the date of the agreement. These shares were issued pursuant to the employment agreement.
In February, 2009, our former President, who remains on our Board of Directors, sold 2,250,000 shares from his beneficial holdings in a private transaction for $6,750 to the Company. The shares were retired, and we reduced paid-in capital by $4,500.
At June 30, 2009, we had five outstanding shares of Series A Preferred Stock. Although the Certificate of Designation of the rights, preferences and limitations of the Preferred Stock provides for dividends equal to eleven percent (11.0%) per year on the liquidation preference of $25,000 per share, we have not declared or accrued such dividends. These shares were issued by our predecessor company and the original documentation which would validate claims thereto is not available, and we are taking steps to retire the series. In April 2009, we issued 20,000 common shares to the holder of two preferred shares, for a value of $100 each, in settlement of the stated value and any potential claims to accumulated dividends thereon. Additionally, under Delaware law, dividends are an obligation only when declared, and the Board has not declared any dividends payable on the Series A Preferred Stock. |
Note 6. Intangible Assets |
Included in intangible assets is $50,000 of proprietary software of intellectual property acquired in July 2007, as part of the Basset Press acquisition, At the date of the acquisition and through the year ended December 31, 2008, we assigned an indefinite life to the proprietary software and included such software in our annual evaluation of impairment. During the first quarter of 2009, we reevaluated the useful life of the propriety software and have assigned a remaining estimated useful life of 6 years to such asset. |
Note 7. Concentrations |
For the three- and six-month periods ended June 30, 2009 and 2008, we earned revenues (as a percentage of total revenues) in the following categories:
Three Months Ended June 30
Six Months Ended
June 30
Revenue Streams
2009
2008
2009
2008
Compliance and reporting services
25.9%
41.2%
31.8%
49.3%
Printing and financial communication
24.7%
37.7%
23.8%
32.2%
Fulfillment and distribution
18.9%
17.8%
23.0%
15.4%
Software licensing
8.3%
3.3%
6.6%
3.1%
Transfer agent services
22.2%
-
14.8%
-
Total
100.0%
100.0%
100.0%
100.0%
One customer accounted for 43.1% of our operating revenues during the three- month period ended June 30, 2009. The same customer accounted for 42.5% of the operating revenues during the six-month period ended June 30, 2009.
One customer accounted for 11.6% of our operating revenues during the three-month period ended June 30, 2008. A different customer accounted for 9.9 % of our operating revenues during the six-month period ended June 30, 2008.
At June 30, 2009, three customers accounted for 44.9% (19.3%, 14.9%, and 10.7%) of our total accounts receivable. As of December 31, 2008, two customers comprised 55.3% (41.0% and 14.3%) of our total accounts receivable.
We do not believe we had any financial instruments that could have potentially subjected us to significant concentrations of credit risk. A portion of our revenues are paid at the beginning of the month via credit card or in advance by check, the remaining accounts receivable amounts are generally due within 30 days, none of which is collateralized. |
Note 8. Subsequent Events |
We issued 100,000 shares of our common stock in July 2009 to a consultant in exchange for certain consulting services, with an estimated fair market value of $10,000, which is equal to the closing price of our common stock on the date of the issuance. |