-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNyFcXtoli0TjIaZmymmeUeU906skS0ce5sqY5P0MbNzSK47psY5P+8M9unecl69 DN7Alm0vvvyxKn24kAnzPA== 0001104659-08-071098.txt : 20081117 0001104659-08-071098.hdr.sgml : 20081117 20081114173520 ACCESSION NUMBER: 0001104659-08-071098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081117 DATE AS OF CHANGE: 20081114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integrated Management Information, Inc. CENTRAL INDEX KEY: 0001360565 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 431802805 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-133624 FILM NUMBER: 081193285 BUSINESS ADDRESS: STREET 1: 601 4TH STREET CITY: PLATTE CITY STATE: MO ZIP: 64079 BUSINESS PHONE: (816) 858-4796 MAIL ADDRESS: STREET 1: 601 4TH STREET CITY: PLATTE CITY STATE: MO ZIP: 64079 8-K 1 a08-25846_28k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 13, 2008

 

INTEGRATED MANAGEMENT INFORMATION, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Colorado
(State or Other Jurisdiction of
Incorporation)

 

333-133634
(Commission File Number)

 

43-1802805
(I.R.S. Employer Identification No.)

 

221 Wilcox, Suite A

 

 

Castle Rock, Colorado

 

80104

(Address of Principal Executive Offices)

 

(Zip Code)

 

(303) 895-3002
(Registrant’s Telephone Number, Including Area Code)

 

Not applicable
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02

Results of Operations and Financial Condition

 

Reference is made to the IMI Global, Inc. (the “Company”) press release on November 13, 2008, and conference call transcript, attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein (including, without limitation, the information set forth in the cautionary statement contained in the press release and conference call transcript), relating to the Company’s financial results for the third quarter ended September 30, 2008.

 

Item 9.01

Financial Statements and Exhibits

 

(d)         Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued dated November 13, 2008

 

 

 

99.2

 

Transcript for November 13, 2008 conference call

 

 

SIGNATURE

 

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

INTEGRATED MANAGEMENT INFORMATION, INC.

 

(Registrant)

 

 

 

By:

/s/ Dannette Boyd

Date: November 17, 2008

 

Dannette Boyd

 

 

Chief Financial Officer

 

2


EX-99.1 2 a08-25846_2ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

NEWS

November 13, 2008

OTCBB: INMG

 

Integrated Management Information (IMI Global) Reports Profitable Growth
in Third Quarter and Nine-Month Period

 

Selected Highlights:

 

·                  Second consecutive profitable quarter with net income of $161,000

 

·                  Q3 revenue increases 36% to $597,000 from $438,000

 

·                  S,G&A expenses decline by 17% in Q3 to $391,000 from $472,000

 

·                  9-month net income grows to $143,000 versus loss of $688,000 a year ago

 

·                  9-month revenue increases 56% to $1.8 million from $1.1 million

 

·                  IMI Global named to Livestock Digest Top 25 list

 

CASTLE ROCK, Colo. – Integrated Management Information, Inc. (IMI Global) (OTCBB: INMG), a leading provider of verification and Internet solutions for the agricultural/livestock industry, today announced increased profitability on strong revenue growth for its third quarter and nine-month period ended September 30, 2008.

 

The Company reported net income of $161,000, or $0.01 per basic and diluted share, in the third quarter compared with a net loss of $188,000, or $0.01 per basic and diluted share, in the same quarter last year.  It was IMI Global’s second consecutive profitable quarter.

 

Revenue in the third quarter increased 36% to $597,000 from $438,000 in the same quarter last year.  The Company continued to experience strong demand for its USVerified solutions, which contributed $442,000 to revenue in the third quarter, up 40% from $317,000 in the same quarter last year.  Hardware revenue – primarily sales of cattle identification ear tags – increased 36% to $148,000 in the quarter from $109,000 in the year-ago third quarter.

 

Selling, general and administrative expense in the third quarter declined by 17% from the third quarter a year ago due to right sizing activities in light of the Company’s July 2008 sale of CattleNetwork and two other online businesses to Vance Publishing.  Among other cost savings measures, the Company closed its Platte City office, which had focused almost exclusively on CattleNetwork operations, and consolidated its remaining web development operations at its headquarters in Castle Rock, Colorado.  The divestiture of its online businesses during the third quarter resulted in a gain on sale of $367,000.

 

Continued momentum in the third quarter raised year-to-date sales and earnings to record levels.  Revenue increased 56% through nine months to $1.8 million from $1.1 million in the same period last year.  Once again, revenue from the Company’s industry-leading USVerified solutions led the way, increasing 57% to $1.5 million from $933,000 in the same period a year ago.  Year-over-year hardware sales grew by 35% to $253,000 from $188,000.

 

Sales, general and administrative expense through nine months declined by 24% to $1.1 million from $1.5 million, again the result of cost containment efforts coupled with lower overhead stemming from the divestiture of online businesses.

 



 

The $367,000 gain on sale of online businesses contributed to an $830,000 positive swing on the Company’s bottom line through the first nine months of 2008.  Net income at the nine-month mark was $143,000, or $0.01 per basic and diluted share, compared with a net loss of $688,000, or $0.03 per basic and diluted share, in the same period last year.

 

“We are pleased with our continued strong revenue growth, particularly in light of difficult economic environment,” said John Saunders, CEO of IMI Global.  “Demand for our core verification solutions remains robust as we continue to add new customers and enhance our solutions offerings.  Our industry leadership position was reinforced in the third quarter when we were named to Livestock Market Digest’s Top 25 List for companies and individuals making a difference in the American Livestock Industry. We think we are well positioned to expand our leadership position and continue our profitable growth.”

 

Conference Call

 

IMI Global will conduct a conference call and Webcast today at 9:30 a.m. Mountain Time (11:30 a.m. Eastern Time).  Dial 800-366-7640 for domestic toll free or 303-262-2141 for local and international.  The conference ID is 11122313.  A telephone replay will be available through November 27, 2008, at 800-405-2236 or 303-590-3000, passcode 11122313#.

 

To access a live Webcast of the call, please visit IMI Global’s website at www.imiglobal.com and click the Webcast link. A replay of the Webcast will be available at that website through November 27, 2008.

 

About IMI Global

 

Founded in 1995, IMI Global is a leading provider of verification and Internet solutions for the agriculture industry.  Go to www.IMIGlobal.com for additional information.  IMI has worked with some of the largest agricultural organizations in the United States, providing web-based applications for verification and identification as well as a range of consulting services tailored to meet each customer’s needs.  Additional IMI web sites include www.USVerified.com, www.MyEquineNetwork.com, and www.AgTraderIndex.com.

 

CAUTIONARY STATEMENT

 

This news release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk.  Forward-looking statements are inherently uncertain, and actual events could differ materially from the Company’s predictions.  Important factors that could cause actual events to vary from predictions include those discussed in our SEC filings.  Specifically, statements in this news release about growth, profitability, potential, leadership, the impact and efficacy of the Company’s products and services on the marketplace are forward-looking statements that are subject to a variety of factors, including availability of capital, personnel and other resources; competition, governmental regulation of the beef industry, the market for beef and other factors.  In addition, financial results for the three and twelve-month periods are not necessarily indicative of future results.  Readers should not place undue reliance on these forward-looking statements.  The Company assumes no obligation to update its forward-looking statements to reflect new information or developments.  For a more extensive discussion of the Company’s business, please refer to the Company’s SEC filings at www.sec.gov.

 



 

Company Contacts:

 

John Saunders

Chief Executive Officer

303-895-3002

 

Jay Pfeiffer

Pfeiffer High Investor Relations, Inc.

303-393-7044

 



 

Integrated Management Information, Inc.

Statements of Operations

(Unaudited)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

597,262

 

$

437,691

 

$

1,768,308

 

$

1,133,141

 

Costs of revenue

 

352,152

 

145,472

 

779,754

 

311,260

 

Gross profit

 

245,110

 

292,219

 

988,554

 

821,881

 

Selling, general and administrative expenses

 

391,312

 

471,782

 

1,121,697

 

1,480,325

 

Gain on sale of online business

 

(366,991

)

 

(366,991

)

 

Income (loss) from operations

 

220,789

 

(179,563

)

233,848

 

(658,444

)

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense

 

7,603

 

4,712

 

25,075

 

10,825

 

Other income, net

 

(875

)

(3,335

)

(2,135

)

(6,114

)

Income (loss) before income taxes

 

214,061

 

(180,940

)

210,908

 

(663,155

)

Income taxes

 

 

 

 

 

Income (loss) from continuing operations

 

214,061

 

(180,940

)

210,908

 

(663,155

)

Loss from discontinued operations

 

(53,071

)

(6,984

)

(67,733

)

(25,007

)

Net income (loss)

 

$

160,990

 

$

(187,924

)

$

143,175

 

$

(688,162

)

Net income (loss) per share from continuing operations:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.01

 

$

(0.01

)

$

0.01

 

$

(0.03

)

Diluted

 

$

0.01

 

$

(0.01

)

$

0.01

 

$

(0.03

)

Loss per share from discontinued operations:

 

 

 

 

 

 

 

 

 

Basic

 

$

 

$

 

$

 

$

 

Diluted

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

20,856,009

 

19,662,172

 

20,583,331

 

19,347,357

 

Diluted

 

21,372,672

 

19,662,172

 

20,646,214

 

19,347,357

 

 



 

Integrated Management Information, Inc.

Balance Sheets

(Unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2008

 

2007

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

102,228

 

$

170,882

 

Accounts receivable, net

 

539,422

 

193,737

 

Inventories

 

12,593

 

18,759

 

Prepaid expenses and other current assets

 

57,282

 

43,495

 

Total current assets

 

711,525

 

426,873

 

Property and equipment, net

 

63,459

 

54,134

 

Goodwill

 

 

418,208

 

Intangible assets, net

 

1,202

 

28,395

 

Total assets

 

$

776,186

 

$

927,610

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

270,708

 

$

259,103

 

Accrued expenses and other current liabilities

 

42,926

 

40,406

 

Deferred revenues

 

 

5,750

 

Short-term debt and current portion of notes payable

 

 

420,000

 

Total current liabilities

 

313,634

 

725,259

 

Notes payable and other long-term debt

 

300,000

 

300,000

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

20,911

 

28,246

 

Additional paid-in capital

 

3,358,730

 

4,705,679

 

Treasury stock

 

(13,690

)

(1,485,000

)

Accumulated deficit

 

(3,203,399

)

(3,346,574

)

Total stockholders’ equity

 

162,552

 

(97,649

)

Total liabilities and stockholders’ equity

 

$

776,186

 

$

927,610

 

 


EX-99.2 3 a08-25846_2ex99d2.htm EX-99.2

Exhibit 99.2

 

IMI Global

2008 Third Quarter Conference Call Script

Call date: Thursday, November 13, 2008

Call time: 9:30 a.m. Mountain Time

 

Jay Pfeiffer

Good morning and welcome to IMI Global’s 2008 3rd Quarter financial results conference call.

 

During the course of this call, we will be making forward-looking statements based on current expectations, estimates and projections that are subject to risk.  Specifically, our statements about future revenue, expenses, cash, the Company’s growth strategy, market acceptance of the Company’s products and services, and potential growth and profitability are forward looking statements.  Listeners should not place undue reliance on these statements.  There are many factors that could cause actual results to differ materially from our forward-looking statements.  We encourage you to review our publicly filed documents as well as our news releases and website for more information about the Company.

 

I will now turn the call over to John Saunders, chief executive officer.

 

John

Thank you, Jay.

 

Today we announced our second consecutive quarter of profitable growth – including our second consecutive profitable quarter and another quarter of record year-over-year revenue gains.  Given the fairly significant changes we underwent during the third quarter – including the divestiture of CattleNetwork and continued realignment of our overhead and certain aspects of our operations – we are gratified that our core Verification business continued to grow and prosper and drive strong results.  We are particularly pleased that we are achieving these results during a fairly serious economic downturn.  This is a testament both to the superb effort put forth by our staff as well as the value that our new and existing customers see in our industry leading solutions.

 

I’m going to hand the call over Dannette Boyd, our CFO, for a quick recap of three- and nine-month financial results and will be back in a few minutes for some additional comments on our performance.

 



 

Dannette

Good morning everyone.  I want to note that the financial statements referenced in this news release and in our third quarter Form 10-Q – including current periods and year-ago periods – have been adjusted to give effect to our sale of CattleNetwork and two other online businesses.

 

IMI Global reported net income of $161,000, or $0.01 per basic and diluted share, in the third quarter versus a net loss of $188,000, or $0.01 loss per basic and diluted share, in the same quarter last year.  It was our second consecutive profitable quarter.

 

Third quarter revenue increased 36% to $597,000 from $438,000 in Q3 last year.  That growth reflected continued strong demand for our USVerified solutions, as evidenced by a 40% increase in that category to $442,000 from $317,000.  Sales of cattle identification tags increased 36% to $148,000 from $109,000 for the comparative third quarters.

 

Selling, general and administrative expense in Q3 declined 17% year over year to $391,000 from $472,000 as we continued to focus on lean operations.  You’ll also notice within our operating expenses a line item reflecting a $367,000 one-time gain on sale related to the divestiture.

 

Our second straight profitable quarter raised our year-to-date net income to $143,000, or $0.01 per basic and diluted share, compared with a net loss of $688,000, or $0.03 loss per basic and diluted share, in the same period last year.  That represents an $830,000 positive swing on the bottom line for the comparative nine-month year-to-date periods.

 

We also had impressive revenue gains for the year-to-date period.  Total revenue increased 56% to $1.8 million from $1.1 million in the same period last year.  Similarly, USVerified solutions revenue grew by 57% to $1.5 million from $933,000 year over year.  Hardware sales for the comparative nine-month periods increased 35% to $253,000 from $188,000.

 

Sales, general and administrative expense through nine months declined by 24% to $1.1 million from $1.5 million, again reflecting our commitment to keep costs in line with our profitability goals.

 

With that, I’ll turn the call over to John…

 



 

John Saunders

Thank you, Dannette.

 

As most of you are aware, early in the third quarter we sold CattleNetwork, CattleStore and AgNetwork to Vance Publishing, a leader in print and electronic media in the agriculture industry.  We look at this transaction as a transforming event for IMI Global for a couple of basic reasons.

 

·                  First, it enables us to focus virtually all of our resources on our core verification solutions, which is really where we think the growth is going to be over the next 10 years.  Without the distraction of managing what amounted to three distinct business models, we are able to bring all of our resources to bear on the one model that has the most potential to give our shareholders a solid return on their investment.

 

·                  Second, due to the nature of the transaction with Vance Publishing – which includes long term advertising credits over the next three years – we have forged a powerful marketing partnership with an industry leader.  Specifically, Vance has numerous publications, websites and newsletters that cater to the very markets that we are pursuing, giving us tremendous exposure to a wide range of potential customers for our solutions.  As an aside, we also retain Vance as an ongoing customer for network support.

 

·                  And finally, for our online businesses we received $800,000 in cash, which provided critical growth capital, significantly improved our balance sheet and allowed us to retire approximately $450,000 of debt.

 

As we have mentioned, our core verification solutions revenue continues to grow aggressively on a year-over-year basis.  We are continually enhancing and updating these solutions to ensure that our producer, feed yard and packer customers continue to receive the finest value added services available in the marketplace.  Additionally, we are layering on new products and services that we either develop internally or acquire through partnerships with third parties.  Most prominent among the latter is our Born & Raised in the USA® initiative.

 



 

For those of you who may be new to IMI Global, Born & Raised in the USA is a labeling program that helps producers, packers and retailers comply with with country of origin labeling (COOL) as prescribed by the 2008 Farm Bill.  COOL is being phased in as we speak and soon ALL retailers of meat products in the United States must display country of origin labeling on their products.  Our partner in this project has registered trademarks on the distinctive American flag logo that reads “Born & Raised in the USA” with separate versions for beef, pork, poultry, lamb, fish and game.  As the exclusive marketer for this label in the U.S., IMI Global is well positioned to benefit from this program.

 

Today we are pleased to announce that one of our significant customers, Premium Protein Products, is in the process of signing a 5-year license for the Born & Raised in the USA program.

 

We remain very focused on our strategic priorities, which include:

 

·                  Continuing to sign up new producers, packer and feedyard customers for our USVerified solutions; and continuing the keep our solutions portfolio fresh and updated.

 

·                  Successfully roll out Born & Raised in the USA and establish that brand as the defacto industry standard.

 

·                  Maintain lean operations to maximize profitability and insulate the Company against what may very well be an extended economic downturn.

 

In conclusion, I want to mention a couple of important events that took place during the third quarter.  First, Leann Saunders, a co-founder of IMI Global and the key player in the development and implementation of our USVerified solution, was promoted to the position of President of IMI.  This move is probably long overdue and on behalf of everyone at IMI Global I want to congratulate Leann.  The second thing I wanted to mention is the fact that IMI Global was recently named to the Livestock Market Digest’s “Digest 25” list of 25 businesses and individuals making a difference in the American livestock industry.  While the Digest 25 may not be as famous as the Letterman Top 10 list, it is a very big deal in our industry and, to echo my earlier comment, is a testament to the influence that our staff and our solutions are having on the industry.

 



 

I want to thank you for joining the call today and for supporting IMI Global.  We look forward to updating you on our progress in our next conference call.

 

Operator, you can open the call to questions…

 

Question regarding Sarbanes Oxley to IMI Global: While SOX404 has been delayed for one year for small business; we do not expect the impact of adoption to have a significant effect on our company as we currently have our controls documented and regularly test those controls.

 


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