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EX-101.INS
XBRL INSTANCE DOCUMENT
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XBRL TAXONOMY EXTENSION SCHEMA
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XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
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XBRL TAXONOMY EXTENSION LABEL LINKBASE
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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
CAUTIONARY STATEMENT
All statements, other than statements of historical fact, included in this Form 10-K, including without limitation the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” are, or may be deemed to be, forward-looking statements. Such forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Issuer Direct Corporation, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements contained in this Form 10-K.
In our capacity as Company management, we may from time to time make written or oral forward-looking statements with respect to our long-term objectives or expectations which may be included in our filings with the Securities and Exchange Commission (the “SEC”), reports to stockholders and information provided in our web site.
The words or phrases “will likely,” “are expected to,” “is anticipated,” “is predicted,” “forecast,” “estimate,” “project,” “plans to continue,” “believes,” or similar expressions identify “forward-looking statements.” Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We are calling to your attention important factors that could affect our financial performance and
could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
The following list of important factors may not be all-inclusive, and we specifically decline to undertake an obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Among the factors that could have an impact on our ability to achieve expected operating results and growth plan goals and/or affect the market price of our stock are:
● Lack of operating history, operating revenue or earnings history.
● Dependence on key personnel.
● Fluctuation in quarterly operating results and seasonality in certain of our markets.
● Our ability to raise capital to fund our operations.
● Our ability to successfully integrate and operate acquired or newly formed entities, ventures and or subsidiaries.
● Changes in laws and regulations that affect our operations.
● Fluctuation in quarterly operating results and seasonality in certain of our markets.
● Our ability to raise capital to fund our operations.
● Our ability to successfully integrate and operate acquired or newly formed entities, ventures and or subsidiaries.
● Changes in laws and regulations that affect our operations.
● Our ability to raise capital to fund our operations.
● Our ability to successfully integrate and operate acquired or newly formed entities, ventures and or subsidiaries.
● Changes in laws and regulations that affect our operations.
● Our ability to successfully integrate and operate acquired or newly formed entities, ventures and or subsidiaries.
● Changes in laws and regulations that affect our operations.
● Changes in laws and regulations that affect our operations.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Financial Data in xBRL, Current Reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, in the corporate section of our website at www.issuerdirect.com.
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
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Issuer Direct Corporation (Issuer Direct Corporation and its business are hereinafter collectively referred to as “Issuer Direct”, the “Company”, “we” or “our” unless otherwise noted). We are a Delaware corporation formed in October 1988 under the name Docucon Incorporated. In December 2007, we changed our name to Issuer Direct Corporation. Our executive offices are located at 201 Shannon Oaks Circle Suite 105 Cary, North Carolina 2751.
Industry Overview
The business services industry as it relates to compliance and reporting is highly fragmented, with hundreds of independent service companies that provide a full range of financial reporting, document management services and with a wide range of printing and technology software providers. The demands for many of our services historically have been cyclical and reliant on capital market activity. During 2009 we continued to spend a great deal of time minimizing this volatility by growing new service offerings beyond traditional compliance reporting and transaction services.
The financial printing industry is polarized between three large financial printers, and then highly fragmented with smaller service companies and brokers that provide a limited to a full range of document management, conversion, and printing services. Print services are competitive and highly commoditized, with a tendency to produce slimmer margins than document conversion and related services. There are many small “mom and pop” shops that offer conversion services, but we are one of the few companies that are issuer focused that provide a complete solution of compliant reporting and communication delivery, including proxy and shareholder disclosure management.
The largest financial printers in general gear their operations towards the largest publicly traded companies in the market, providing them a single solution, whereas we believe we have a greater ability to provide a complete solution to a broader audience in the medium and smaller public marketplace.
Business Overview
Issuer Direct Corporation (“Issuer Direct or “the Company”) is a market leader and innovator of unified regulatory solutions for compliance professionals. As a regulatory compliance focused company, Issuer Direct alleviates the complexity of maintaining compliance through integrated products and services that help companies produce and distribute their financial and business communications both online and in print.
We leverage our securities compliance and regulatory expertise to provide a comprehensive set of services that enhance a client’s ability to communicate effectively with its shareholder base while meeting all reporting regulations required. We believe our comprehensive set of services enables us to be the financial services provider of choice for our clients.For example corporate issuers utilize our services from document creation all the way to dissemination to regulatory bodies and shareholders. With this example all of our business segments recognize revenues.
As a shareholder regulatory compliance company of choice, we are dedicated to assisting our corporate issuers in an ever-changing regulatory environment and to comply with the myriad of rules imposed by regulatory bodies. The majority of our business involves the distribution of content either electronically or traditional paper form to governing bodies and shareholders alike through our integrated back office systems and service platform. Under these regulations, we are licensed to disseminate, communicate and or solicit on behalf of our clients, the issuers.
Products and Services
Compliance Reporting
As a full service compliance and regulatory filing agent, we assist corporate issuers, funds, law firms, resellers, and individuals with all of their securities filing needs. Most all companies are required to file corporate documents to and with the Securities and Exchange Commission; including: registration statements, annual reports, quarterly reports, prospectuses, information statements, material event filings, proxy statements, ownership documents, and more.
Additionally, we are currently one of only a handful of compliance organizations skilled and proficient in the production of xBRL (eXtensible Business Reporting Language) consulting, taxonomy mapping and submissions. We currently voluntarily report our quarterly and annual financial statement in xBRL and as such are one of only a handful of active corporate issuer in tier 2 and below filing today.
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We operate our transfer agent business under the brand Direct Transfer since inception. Our shareholder services business provides a complete array of agency and registrar services beyond traditional transfer agents. By combining our online issuer portal technologies, corporate issuers and their constituents can manage, issue, monitor, communicate and disseminate all facets of managing shareholder information.