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| INMG.OB > SEC Filings for INMG.OB > Form 10-Q on 4-Aug-2009 | All Recent SEC Filings |
4-Aug-2009
Quarterly Report
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 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.
Seasonality
Our business is subject to seasonal fluctuations. Significant portions of our revenues are typically realized during the second and fourth quarters of the fiscal year when the calving season is at its peak. Because of the seasonality of the business and our industry, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.
Liquidity and Capital Resources
At June 30, 2009, we had cash and cash equivalents of $128,548 compared to $154,044 of cash and cash equivalents at December 31, 2008. Our working capital at June 30, 2009 was $343,788 compared to $387,901 at December 31, 2008.
Net cash used in operating activities during the second quarter 2009 was $53,400 compared to $95,064 during the same period in 2008. 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 the timing of cash receipts and cash disbursements.
Net cash used in investing activities of $54,695 is primarily attributable to capital expenditures. Our capital expenditures were $58,695 and $34,731 for the year to date periods ended June 30, 2009 and 2008, respectively. Our capital expenditures are primarily related to purchases and internal development of information technology assets to support our product and service offerings. As we anticipate continued growth, we expect to continue investing additional capital in our information technology assets.
Net cash provided by financing activities of $82,599 during the year to date period ended June 30, 2009 was primarily related to $50,000 additional financing acquired under an existing note payable and approximately $40,000 in new debt acquired in connection with the acquisition of equipment.
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, overall improvement in our performance and our ability
to secure additional financing, we believe that we have sufficient cash on hand
to execute our current Business Plan although we can give no assurance. The
culmination of all our efforts 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 June 30, 2009, we had no off-balance sheet arrangements of any type.
RESULTS OF OPERATIONS
Second Quarter and Year to Date Periods ended June 30, 2009 compared to the Same Periods in Fiscal Year 2008
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.
Revenues
Revenues are derived from sales of our USVerified identification and verification solutions, consulting services, web-based development and hardware sales. Revenues for the second quarter and year to date period ended June 30, 2009 were $645,880 and $1,123,205 compared to $633,716 and $1,171,046, respectively. While the improvement during second quarter represents modest growth, we believe it is significant in light of the current economic conditions severely impacting the food industry. On a comparable year to date basis, the first quarter in the prior year included significant growth in new customers due to a delisting of a competitor by the USDA. Currently, verification services provided to those customers that we acquired in the first quarter of the prior year are now spread more evenly throughout our fiscal year.
During the second quarter ended June 30, 2009, our third party verification revenue, which includes sales of our USVerified solutions and related consulting, program development and web-based development services, slightly decreased 5% to $542,391 compared to $570,830 in the same quarter 2008. On a comparable quarter to quarter basis, 2008 included approximately $97,000 in revenue related to a special grant funded project for premise registrations throughout the USDA. Excluding this non-recurring revenue stream, verification revenue for second quarter 2009 improved 14.5% over the comparable revenue stream in second quarter 2008.
For the year to date period ended June 30, 2009, third party verification revenue slightly decreased 6.4% to $955,030 compared to $1,020,672 in the same 2008 period. On a comparable year to date basis, 2008 included approximately $214,000 in revenue related to a special grant funded project for premise registrations throughout the USDA. Excluding this non-recurring revenue stream, verification revenue for the year to date period ended June 30, 2009 improved 18.4% over the comparable revenue stream in 2008. This project was specific to the years ended 2007 and 2008. Midway through the USDA grant funded project, the USDA re-evaluated the project and decided to discontinue the project. As of June 30, 2009 we have approximately $150,000 in receivables outstanding related to this project that is greater than 90 days past due. We believe we will collect the full amount due and accordingly have not reserved any portion of the amount outstanding.
Revenues derived from sales of hardware, primarily sales of cattle identification ear tags, increased 54.2% to $96,990 in the second quarter 2009 compared to $62,886 in the second quarter 2008. For the year to date period ended June 30, 2009, hardware sales increased 48.5% to $156,085 compared to $105,125 in the same 2008 period.
We believe that occurrence of the following events will drive our business forward effectively increasing customer demand for third party verification services and presenting additional opportunities:
† The reopening of key export markets;
† An ever increasing consumer demand for verification of NHTC and humane handling marketing claims;
† The many recent product recalls in fresh produce and the advent of legislation concerning country of origin labeling (COOL);
† Increased congressional scrutiny of food safety which creates an ever growing movement towards a mandatory identification program (NAIS);
† An increase in forward-thinking producers and retailers who are both environmentally conscious and looking for a marketing edge;
† An increase in producers and consumers who are committed to reducing their carbon footprint;
† A shift in attitude within the new administration that is uniquely positioning the agricultural industry.
Cost of Sales and Gross Margin
Cost of sales for the second quarter 2009 was $294,393 compared to $221,277 during the second quarter 2008. Gross margin for the second quarter 2009 declined by approximately 11 basis points to 54.4% of revenues compared to 65.1% for the second quarter 2008. For the year to date period ended June 30, 2009, cost of sales was 573,489 compared to $427,603 for the same 2008 period. Gross margins declined 14.5 basis points to 48.9% in 2009 compared to 63.5% in the same 2008 period.
Certain elements of costs of sales are fixed in nature such as salaries and rent. Accordingly, when sales volumes remain relatively constant or decrease during a difficult economic period, cost of sales does not decrease in the same proportion. Therefore, cost of sales as a percentage of sales may be adversely affected by reduced volumes or the impact of inflation.
The decrease in our gross margins during 2009 compared to 2008 was partially due to shifts in the sales mix of lower margin hardware product sales coupled with the absorption of certain costs which are generally fixed in nature. More specifically in early 2008, we increased our headcount of dedicated personnel providing program development and web based development services in connection with our third party verification programs. Due to our focus on margins and customer service, we are committed to long term growth and the scalability of the programs we develop.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the second quarter 2009 were $293,168, a decrease of $47,556, or 14% over the second quarter 2008 amount of $340,724. For the year to date period ended June 30, 2009, expenses decreased $80,910 or 11.1% to $649,475 compared to $730,385 for the same year to date period in 2008. The decrease was primarily due to a net reduction in salaries due to a lesser number of office support personnel offset by adjustments to salaries for costs of living and annual performance reviews.
Income (Loss) from Continuing Operations and per Share information
As a result of the foregoing, income from continuing operations for the second quarter ended June 30, 2009 was $49,265 or less than a penny per basic and diluted common share, compared to $62,871 or less than a penny per basic and diluted common share for the second quarter ended June 30, 2008.
Loss from continuing operations for the year to date period ended June 30, 2009 was $112,713 or $0.01 per basic and diluted common share, compared to $3,154 or less than a penny per basic and diluted common share for the same period in 2008.
Net Income (Loss)
Net income for the second quarter ended June 30, 2009 was $49,265 compared to $42,734 for the second quarter ended June 30, 2008. For the year to date period ended June 30, 2009, net loss was $112,713 compared to $17,816 for the same period ended June 30, 2008.
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 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 policy reflects the more significant estimates and assumptions used in the preparation of the consolidated financial statements.
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 options on our common stock is a better indicator of expected volatility and future stock price trends than historical volatility. Therefore, expected volatility 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.
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