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INMG.OB > SEC Filings for INMG.OB > Form 10-K on 31-Mar-2009All Recent SEC Filings

Show all filings for INTEGRATED MANAGEMENT INFORMATION, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-K for INTEGRATED MANAGEMENT INFORMATION, INC.


31-Mar-2009

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forwarding-looking statements include without limitation statements regarding our expectations and beliefs about the market and industry, our goals, plans, and expectations regarding our operations and properties and results, our intentions and strategies regarding future operations, acquisitions and sales of properties, our intentions and strategies regarding the formation of strategic relationships, our beliefs regarding the future success of our operations, our expectations and beliefs regarding competition, competitors, the basis of competition and our ability to compete, our beliefs and expectations regarding our ability to hire and retain personnel, our beliefs regarding period to period results of operations, our expectations regarding revenues, our expectations regarding future growth and financial performance, our beliefs and expectations regarding the adequacy of our facilities, and our beliefs and expectations regarding our financial position, ability to finance operations and growth and the amount of financing necessary to support operations. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report on Form 10-K.

As used in this annual report on Form 10-K, unless the context otherwise requires, the terms "we," "us," "the Company," "IMI" and "IMI Global" refer to Integrated Management Information, Inc., a Colorado corporation.

Business Overview

We are a leading provider of verification and communication solutions for the agriculture, livestock and food industry.

We provide our owned and operated online properties and services which specialize in identification and traceability, process, production practice and supply verification, document control for USDA verification programs and third party auditing services. We apply information technology to the agriculture, livestock and food industry by addressing the growing importance of marketing claims such as: source of origin information, genetic background, animal treatment, animal health history, animal age, animal movements, nutrition, carbon credits and other credence attributes. Our solutions provide assurance regarding those claims made that can not be confirmed by visual inspection once the product reaches the meat case and is marketed to the consumer. We have developed a range of proprietary web based applications, consulting methodologies, auditing processes, and other services to allow the livestock and food industry to record, manage, report, and audit this information. Our solutions help our customers establish their own systems, meet government regulations, create their own premium brand identity, gain cost efficiencies and command a higher price for their product.

We stand at the forefront of a rapidly evolving movement to track livestock and verify sources of beef and other livestock products. In the aftermath of the discovery of the first case of mad cow disease in the United States in December, 2003, many of the largest U.S. beef and other livestock export markets were


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closed resulting in significant losses to the industry. In response to the crisis, several initiatives were enacted to facilitate the reopening of key export markets. Most notably, U.S. suppliers seeking to sell beef and other livestock products to other countries must participate in a pre-approved Quality System Assessment Program so as to have an approved means of verifying specific product requirements. In response, we were the first to develop a USDA Quality System Assessment document management system for auditing the tracking systems used by beef and other livestock producers to verify source and age. We introduced our USVerified Source and Age Verification system in 2005, and over the years we have continued to enhance and further develop programs to address other verification needs including, but not limited to, non-hormone treated cattle (NHTC) and humane handling marketing claims. More recently, we worked with compliance programs, and marketing approaches in advance of completion of the country of origin labeling (COOL) legislation's final rule, requiring meat retailers to display the country of origin on their meat and produce labels. In March 2009, we introduced our VerifiedGreen™ Verification program. This program caters to producers and consumers who are committed to reducing their carbon footprint. Such a program is expected to appeal to forward-thinking producers and retailers who are both environmentally conscious and looking for a marketing edge as well as to consumers who want to support producers practicing good environmental stewardship.

Performance Highlights



Revenues            Our revenues for the year ended December 31, 2008 increased
                    approximately 46% year over year to $2.4 million compared to
                    $1.6 million. We experienced significant growth in program
                    development and web based development services in connection
                    with our third party verification programs.

Net Income          For the year ended December 31, 2008 we had net income of
                    $149,658 compared to net loss of $759,560 for 2007. This
                    represents our first year to achieve net income.

Debt Repayment      In connection with the closing of the asset sale, $350,000 of
                    the proceeds was used to pay the Cattlefeeding.com note
                    payable in full. Additionally, we repaid amounts outstanding
                    under our line of credit.

Liquidity and Capital Resources

At December 31, 2008, we had cash and cash equivalents of $154,044 compared to $170,882 of cash and cash equivalents at December 31, 2007. Our working capital at December 31, 2008 was $387,901 compared to a deficit of $298,386 at December 31, 2007.

Net cash used by operating activities during 2008 was $438,537 compared to $638,646 during the same period in 2007. Cash used by operating activities (continuing and discontinued operations) is driven by our net loss and adjusted by non-cash items. Non-cash adjustments primarily include depreciation, amortization of intangible assets and stock based compensation expense. The improvement was primarily driven by better operating performance yields over a greater volume of sales at consistent overhead levels offset by increased expenses associated with the sale of the online businesses. Additionally, the timing of cash receipts and cash disbursements affects our operating assets and cash balances.

Net cash provided by investing activities of $729,849 is primarily attributable to the sale of the online businesses during the third quarter ended September 30, 2008. Our capital expenditures were $70,951 and $34,389 for the years ended December 31, 2008 and 2007, respectively. Our capital expenditures are primarily related to purchases and internal development of information technology assets to support our


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product and service offerings. As we anticipate continued growth, we expect to continue investing additional capital in our information technology assets.

Net cash used by financing activities of $308,150 during 2008 was primarily related to the repayment of the CattleNetwork Note Payable. Cash provided by financing activities of $613,378 during 2007 was due to the completion of a private placement offering of our common stock and issuance of new unsecured debt.

Historically, our growth has been funded through a combination of convertible debt from private investors and private placement offerings. We continually evaluate all funding options including additional offerings of our securities to private, public and institutional investors and other credit facilities as they become available.

Our plan for continued growth is primarily based upon intensifying our focus on international markets. We believe that there are significant growth opportunities available to us because often the only way to access various restrictions as imposed on international market imports/exports is via a quality verification program, like our USVerified™.com product line.

The primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services provided. Therefore we focus on the elements of those operations including revenue growth and long term projects that ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis we review the performance of each of our revenue streams focusing on third party verification solutions compared with prior periods and our operating plan. Based on the continued sales growth and overall improvement in our performance, we believe that we will continue to move closer towards profitability for the year ended December 31, 2009. The culmination of all our efforts toward profitability has brought opportunities to us including: increased investor confidence and renewed interest in our company, third-party interest in our expertise to develop and enhance websites, as well as the potential to develop business relationships with long term strategic partners. In keeping with our core business, we will continue to review our business model with a focus on profitability, long term capital solutions and the potential impact of acquisitions or divestitures, if such an opportunity arises.

Off Balance Sheet Arrangements

As of December 31, 2008, we had no off-balance sheet arrangements of any type.

Asset Sale and Discontinued Operations

On July 15, 2008, we completed the sale (the "asset sale") of three wholly-owned online businesses - CattleNetwork, CattleStore and AgNetwork - to Vance Publishing Corp. ("Vance"), a privately held provider of print and electronic media with a strong presence in the agricultural industry. The transaction included $800,000 in cash and long term advertising rights for placements in Vance's industry leading publications, including Drover's, Pork, Bovine Veterinarian and Dairy Herd Management, over a three year period. Vance has also contracted with us to provide network maintenance and support for the websites as part of a separate support agreement. In addition, Vance has agreed to open negotiations on another IMI Global product, AgTraderIndex (www.AgTraderIndex.com).

The wholly-owned online businesses were considered significant revenue streams; however, they historically have not contributed materially to gross profit. The assets sold in the transaction primarily represented all of the goodwill and intangible assets recorded on the balance sheet. The long term advertising rights will be accounted for as a gain contingency as it involves uncertainties as to the


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possible gain that will be ultimately realized. The advertising rights are not assignable or resalable, therefore the fair market value is not determinable until such time as advertising actually occurs.

RESULTS OF OPERATIONS

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Our Statements of Operations present income (loss) from continuing operations and loss from discontinued operations. All discussions are based on income from continuing operations and therefore exclude all income statement items of the current and prior year's discontinued operations.

                                                  Years ended December 31,          2008         2008 - 2007
Selected Financial Data                              2008           2007         Improvement      % Change

Revenues                                        $    2,402,830   $ 1,649,078    $     753,752           45.7 %
Third party verification                             1,934,950     1,341,113          593,837           44.3 %
Hardware                                               400,130       278,370          121,760           43.7 %
Other                                                   67,750        29,595           38,155              *
Costs of revenues                                    1,073,328       429,703         (643,625 )            *
Gross profit                                         1,329,502     1,219,375          110,127            9.0 %
Gross margin                                              55.3 %        73.9 %              -              *
Selling, general and administrative expenses         1,440,541     1,928,522          487,981           25.3 %
Gain on sale of online businesses                      357,802             -          357,802              *
Interest expense                                        33,098        18,944          (14,154 )        -74.7 %
Income (loss) from continuing operations               217,391      (720,770 )        938,161              *
Net income (loss)                                      149,658      (759,560 )        909,218              *



* calculation not meaningful for discussion purposes

Revenues

Revenues are derived from sales of our USVerified identification and verification solutions, consulting services, web-based development and hardware sales. Revenues for year ended December 31, 2008 were $2,402,830 and $1,649,078, an improvement of 46%. The improvement in sales was primarily due to significant growth in program development and web based development services in connection with our third party verification programs.

During 2008, our third party verification revenue, which includes sales of our USVerified solutions and related consulting, program development and web-based development services, increased 44% to $1,934,950 from $1,341,113 in 2007.

We believe that customer demand for third party verification services will continue to increase with the reopening of key export markets, increasing demand for verification of NHTC and humane handling marketing claims. We also believe the demand for verification will continue to grow and present other opportunities for our business in light of the many recent product recalls in fresh produce and with the advent of legislation concerning country of origin labeling (COOL). We are the exclusive worldwide marketing partner for Born & Raised in the USA® - a labeling program that we believe is ideally suited to help producers, packers and retailers comply with the new labeling requirements.

Revenues derived from sales of hardware, primarily sales of cattle identification ear tags, increased 44% to $400,130 in 2008 compared to $278,370 in 2007.


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Cost of Sales and Gross Margin

Cost of sales for 2008 was $1,073,328 compared to $429,703 during 2007. Gross margin for 2008 declined by approximately 19 basis points to 55% of revenues in 2008 compared to 74% in 2007. The change was partially due to the addition of dedicated personnel providing program development and web based development services in connection with our third party verification programs coupled with shifts in the sales mix of our lower margin hardware sales. Due to our focus on margins, our commitment to long term growth and the scalability of the programs we develop, we anticipate that our margins will continue to be impacted during the next year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for 2008 were $1,440,541, a decrease of $487,981, or 25% over the 2007 amount of $1,928,522. The decrease was primarily due to a $36,113 reduction in stock based compensation expense, $174,334 reduction in spending for contracted services and other professional service fees, $83,942 decrease in travel expenses and an overall decrease in various other expenses due to management's efforts to aggressively control costs.

Gain on Sale of Online Businesses

On July 15, 2008, we completed the sale of three wholly-owned online businesses
- CattleNetwork, CattleStore and AgNetwork - to Vance Publishing Corp. ("Vance"), a privately held provider of print and electronic media with a strong presence in the agricultural industry. The assets sold in the transaction primarily represented all of the goodwill and intangible assets recorded on the balance sheet. We sold the assets at a substantial premium to the original purchase in 2005 and accordingly have recorded a gain on sale of approximately $358,000 for 2008.

Other Income (Expense)

Interest expense for 2008 increased to $33,098 compared to $18,944 for 2007. The increase during 2008 was primarily attributable to more interest expense incurred on a greater borrowing base at higher interest rates during part of 2008 as compared to 2007.

Income (Loss) from Continuing Operations and per Share information

As a result of the foregoing, income from continuing operations for the year ended December 31, 2008 was $217,391 or $0.01 per basic and diluted common share, compared to loss from continuing operations of $759,560 or $0.04 loss per basic and diluted common share for the year ended December 31, 2007.

Net Income (loss)

Net income for the year ended December 31, 2008 was $149,658 which includes loss from discontinued operations of $67,733, compared to net loss of $759,560 which includes loss from discontinued operations of $38,790 for the year ended December 31, 2007.

CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect


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the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests in certain circumstances. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, and determining appropriate discount rates, growth rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger impairment. Based on our 2008 and 2007 impairment test, there would have to be a significant unfavorable change to our assumptions used in such calculations for an impairment to exist.

We amortize other intangible assets over their estimated useful lives. We record an impairment charge on these assets when we determine that their carrying value may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. When there is existence of one or more indicators of impairment, we measure any impairment of intangible assets based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our business model. Our estimates of future cash flows attributable to our other intangible assets require significant judgment based on our historical and anticipated results and are subject to many factors. Different assumptions and judgments could materially affect the calculation of the fair value of our other intangible assets which could trigger impairment.

As previously described, the assets sold in connection with the sale of three wholly-owned online businesses - CattleNetwork, CattleStore and AgNetwork - primarily represented all of the goodwill and intangible assets recorded on the balance sheet. We sold the assets at a substantial premium to the original purchase in 2005 and accordingly have recorded a gain on sale of approximately $367,000 during the third quarter of 2008.

Stock-Based Compensation Expense

Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns, which we believe are representative of future behavior. We estimate the volatility of our common stock on the date of grant based on the implied volatility of publicly traded options on our common stock, with a term of one year or greater. We believe that implied volatility calculated based on actively traded


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options on our common stock is a better indicator of expected volatility and future stock price trends than historical volatility. Therefore, expected volatility for the year ended December 31, 2008 was based on a market-based implied volatility. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.

Recent Accounting Pronouncements

Refer to Footnote 13 to the financial statements included in Item 8 of this Form 10-K.


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