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 5, 2012

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:

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£	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 5, 2012, 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, 2012.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued dated November 5, 2012
99.2	Transcript for November 5, 2012 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 Henning
Date: November 9, 2012		Dannette Henning
		Chief Financial Officer

EX-99.1

Integrated Management Information 8-K

Exhibit 99.1

FOR IMMEDIATE RELEASE	NEWS
November 5, 2012	OTCQB: WFCF

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

Third quarter revenue up 24% to a record $1.5 million from $1.3 million

Nine-month revenue up 24% to a record $4.0 million from $3.2 million

Where Food Comes From® program continues to grow with legendary steakhouse Delmonico’s New York the latest to adopt Company’s flagship brand

CASTLE ROCK, Colo. – Integrated Management Information, Inc. (d.b.a. IMI Global, Inc.) (OTCQB: WFCF), a leading provider of verification and Internet solutions for the agricultural/livestock industry under the Where Food Comes From® brand, today announced record revenue and continued profitability for its third quarter and nine-month period ended September 30, 2012.

“In addition to extending our track record of profitable growth and further strengthening our balance sheet in the third quarter, we are pleased to report continued success with our Where Food Comes From labeling program, which added Delmonico’s as a flagship steakhouse customer during the period,” said John Saunders. “Although a higher expense base impacted our bottom line in the third quarter, we are confident that the investments we are making in ICS and various marketing programs are strengthening our foundation and better positioning the Company for long-term, profitable growth.”

In February of 2012 IMI Global acquired controlling interest in International Certification Services, Inc. (ICS), a leading provider of organic and sustainable certification services to agricultural operations and the food industry. The acquisition strengthened IMI Global’s solutions portfolio and is expected to contribute to continued year-over-year revenue growth. The Company will continue to evaluate opportunities to acquire complementary businesses.

Third Quarter Results

Revenue in the third quarter increased 24% to a record $1,545,200 from revenue of $1,250,100 in the third quarter a year ago. It was the Company’s 11^th consecutive quarter of year-over-year revenue growth. Verification services revenue increased 39% to $1,237,200 from $892,400 in the third quarter last year. This increase was attributable to the addition of revenue from ICS’ organic and gluten free services. Age and source verification revenue declined 18% in the third quarter due to uncertainty surrounding Japanese export market requirements, but was partially offset by a 15% increase in revenue from the Company’s Non-Hormone Treated Cattle (NHTC) and Verified Natural Beef (VNB) programs. Hardware revenue consisting primarily of cattle identification tags decreased 19% in the third quarter, to $268,800 from $331,000 in the same quarter last year, due to lower age and source verification activity. Other revenue, primarily consisting of fees from the Where Food Comes From labeling program, grew 47% to $39,200 from $26,700 year over year. 

Gross profit in the third quarter increased to $802,900 from $671,100 in the same quarter last year. As a percent of revenue, third quarter gross margin declined to 52% from 54% year over year.

Selling, general and administrative expense in the third quarter increased 49% year over year to $686,500 from $460,400. This increase was attributable to expenses associated with the Company’s ICS subsidiary, increased investments in promoting the Where Food Comes From program, and increased headcount to support various marketing initiatives.

Net income attributable to IMI Global in the third quarter was $63,600, or less than one cent per share, versus net income of $204,000, or $0.01 per share, in the same quarter last year. It was the Company’s 11^th straight profitable quarter. The lower year over year net income was due to slightly lower gross margins combined with increased investments in growth initiatives.

Nine-Month Results

Revenue for the first nine months of 2012 increased 24% to a record $3,971,600 from $3,197,400 in the same period last year. Verification revenue through nine months grew by 30% to $3,255,300 from $2,512,700 in the same period last year due primarily to the addition of ICS services revenue. Hardware revenue declined 4% to $626,000 from $654,000 a year ago. Revenue from Where Food Comes From and other sources grew nearly three-fold to $90,400 from $30,700 year over year.

Gross profit through nine months grew to $2,129,800, or 54% of revenue, from gross profit of $1,800,400, or 56% of revenue, in the same period last year.

Selling, general and administrative expense increased 44% for the year-to-date period to $1,755,900 from $1,220,800, due primarily to investments in the Where Food Comes From program and ICS, as well as to increased headcount to support various marketing initiatives.

Net income attributable to IMI Global through the first nine months of 2012, inclusive of an income tax benefit of $363,000, was $730,200, or $0.04 per basic and $0.03 per diluted share, versus net income of $558,300, or $0.03 per basic and diluted share, in the same period a year ago.

Balance Sheet Highlights

Cash and cash equivalents and short-term investments at September 30, 2012, totaled $1.4 million, up from $1.3 million at 2011 year-end despite the Company having paid $215,000 in cash associated with its acquisition of ICS and having paid down approximately $67,000 in long-term debt year to date.

About IMI Global

Where Food Comes From, Inc. (d.b.a. IMI Global) is America’s leading provider of third-party identification, verification and traceability solutions for the livestock and agricultural industries. The Company supports more than 6,000 ranchers, farmers, feed yards, meatpackers, food retailers and restaurants with a wide range of solutions, including its USVerified™ brand – the industry standard for USDA Process Verified (PVP) programs – which annually verifies marketing claims for approximately one half of all U.S. beef exports; Where Food Comes From®, a unique retail and restaurant labeling program that connects consumers directly to the source of the food they purchase; and various organic and gluten free certification solutions through its International Certification Services (ICS) subsidiary. Go to www.IMIGlobal.com and www.wherefoodcomesfrom.com for additional information. 

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 revenue and profitability growth, ICS’ revenue and profitability, the Company’s ability to achieve continued success, generate positive financial results, and maintain a strong balance sheet; growth potential; leadership; potential acquisitions; and the demand for, and impact and efficacy of, the Company’s and its subsidiaries’ 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 agricultural industry; the market for beef and other commodities; and other factors. Financial results for the third quarter and nine-month period 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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Revenues
Service revenues	$	1,237,215		$	892,360		$	3,255,266		$	2,512,652
Product sales		268,750			331,004			625,986			653,999
Other revenues		39,196			26,707			90,375			30,712
Total revenues		1,545,161			1,250,071			3,971,627			3,197,363
Costs of revenues
Labor and other costs of services		543,362			329,969			1,387,499			920,594
Costs of products		198,862			248,959			454,279			476,355
Total costs of revenue		742,224			578,928			1,841,778			1,396,949
Gross profit		802,937			671,143			2,129,849			1,800,414
Selling, general and administrative expenses		686,538			460,357			1,755,873			1,220,839
Income from operations		116,399			210,786			373,976			579,575
Other expense (income):
Interest expense		6,068			7,046			19,761			22,496
Gain on sale of marketable securities		(9,581	)		—			(12,155	)		—
Other income, net		(556	)		(210	)		(3,909	)		(1,238	)
Income before income taxes		120,468			203,950			370,279			558,317
Income tax expense (benefit)		46,500			—			(362,972	)		—
Net income		73,968			203,950			733,251			558,317
Net income attributable to
non-controlling interest		(10,336	)		—			(3,063	)		—
Net income attributable to Integrated
Management Information, Inc.	$	63,632		$	203,950		$	730,188		$	558,317
Net income per share:
Basic	$	—		$	0.01		$	0.04		$	0.03
Diluted	$	—		$	0.01		$	0.03		$	0.03
Weighted average common shares outstanding:
Basic		21,063,153			20,643,862			20,843,311			20,667,409
Diluted		21,798,484			20,838,047			21,571,396			20,896,852

Integrated Management Information, Inc.

Balance Sheets

	September 30,			December 31,
	2012			2011
ASSETS
Current Assets:
Cash and cash equivalents	$	1,349,740		$	969,020
Accounts receivable, net		468,831			226,760
Investment in marketable securities		19,853			283,511
Prepaid expenses and other current assets		43,677			36,776
Deferred tax assets		242,944			224,350
Total current assets		2,125,045			1,740,417
Property and equipment, net		117,188			57,354
Intangible assets, net		331,336			9,205
Goodwill		377,581			—
Long-term deferred tax assets		376,481			—
Total assets	$	3,327,631		$	1,806,976
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	245,645		$	148,384
Accrued expenses and other current liabilities		97,191			42,960
Customer deposits		28,533			—
Deferred revenue		161,517			—
Short-term debt and current portion of notes payable		20,823			25,644
Current portion of capital lease obligations		6,975			—
Total current liabilities		560,684			216,988
Capital lease obligations, net of current portion		15,990			—
Notes payable and other long-term debt		164,068			176,201
Notes payable, related party		200,000			250,000
Total liabilities	$	940,742		$	643,189
Stockholders’ equity:
Common stock		21,677			21,049
Additional paid-in capital		3,615,708			3,416,343
Treasury stock		(111,284	)		(109,014	)
Accumulated other comprehensive loss		250			(6,693	)
Accumulated deficit		(1,427,710	)		(2,157,898	)
Total stockholders’ equity		2,098,641			1,163,787
Non-controlling interest		288,248			—
Total equity		2,386,889			1,163,787
Total liabilities and stockholders’ equity	$	3,327,631		$	1,806,976

EX-99.2

Integrated Management Information 8-K

Exhibit 99.2

2012 Third Quarter Conference Call Script

Call date: Monday, November 5, 2012

Call time: 9:00 a.m. Mountain Time

Jay Pfeiffer

Good morning and welcome to IMI Global’s 2012 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. At present it is the Company’s policy not to provide specific guidance with respect to future revenue and earnings expectations or new customer wins.

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

John Saunders

Thank you, Jay.

This morning we announced another good quarter. We have now reported 11 consecutive profitable quarters and 11 consecutive quarters of increased year-over-year revenue. These results are a testament to steady growth in consumer demand for our growing portfolio of services and to the hard work and dedication of our entire staff.

I’d like to take a few minutes to review some financial highlights.

· Third quarter revenue of $1.5 million was up 24% over the same quarter last year and was the highest Q3 revenue we’ve ever posted. And as I mentioned, it was our 11^th straight quarter of profitability.

· Our growth in the quarter came from our core verification services, which was augmented by the contribution of revenue from our ICS subsidiary, which we acquired in February of this year.

· As you’re probably aware, uncertainty around the Japanese export market verification requirements resulted in a decline in age and source verification revenue in the third quarter – the first such decline in many years. The good news is: We made up much of that shortfall with increased sales of our Verified Natural Beef and Non-Hormone Treated Cattle programs for the EU.

· Hardware sales, which of course track our age and source verification business, was down 19% year over year.

· And “other revenue” – comprised primarily of our Where Food Comes From labeling program – grew about 47% year over year.

· Another notable event from Q3 was the increase in SG&A expense – up 49% year over year as we absorbed ICS overhead and increased our investments in Where Food Comes From, including adding two dedicated marketing employees.

· We view these increased investments as critical to positioning the Company for long-term success.

Turning now to our 9-month results….

· Total revenue grew 24% through the first nine months of 2012 to a record $4.0 million from $3.2 million a year ago.

· Verification revenue again led the way, growing 30% year over year to $3.3 million from $2.5 million. As in the third quarter – and for the same reasons – hardware revenue declined year over year, but was more than offset by a nearly three-fold increase in Where Food Comes From revenue.

· SG&A expense through nine months was up 44% -- reflecting the investments we have been making in various growth initiatives.

· We remained solidly profitable through nine months with net income, inclusive of an income tax benefit, of $730,000, or 4 cents per basic and 3 cents per diluted share, up from net income of $558,000, or 3 cents per share, a year ago.

· A final note on our financial performance – we closed the third quarter with cash, cash equivalents and short-term investments of $1.4 million, which is up from $1.3 million at 2011 year-end. That’s a nice little increase considering that year-to-date we’ve paid down $67,000 in long-term debt and expended $215,000 in conjunction with the ICS acquisition.

I’d like to address a couple of issues that are probably on your mind. The first is this:

· The management team and board of directors of IMI Global believe the increased investments we are making are absolutely essential to supporting our long-term growth strategy. At the same time, we understand these investments had the effect of lowering our year-over-year profitability. I want to be clear – we remain fully committed to maintaining our track record of profitable growth. But as I’ve said many times over the past several months, we are going to manage our business in a way that serves the best long-term interests of our stockholders. That is to say we are not going to manage our business to fulfill arbitrary quarter-to-quarter financial targets. Our top priorities in building shareholder value are to have the most complete and most effective solutions portfolio in the industry – to serve more customers than our competitors – and to steadily build out our Where Food Comes From program with quality customers in the restaurant and retail sectors. It is these objectives – above all else – that we are focused on as they are what is going to translate into long-term shareholder value.

Secondly, I’d like to talk a little bit about our sales process and sales funnel as it relates to Where Food Comes From.

· To date, the process of bringing on board new Where Food Comes From program customers has been painstakingly slow. This is partly by design and partly the consequence of introducing an absolutely novel concept into an industry that is somewhat set in its ways. When I say “by design”, I mean that in the early stages of the program launch – which we really are still in – we wanted to add high-quality, strong-reputation customers in both the grocery and restaurant segments that could serve as long-term reference accounts for us. Once we signed our first customer – the Heinen’s Fine Foods grocery store chain – we then went about a lengthy process of training in-store personnel and developing in-store and online marketing materials to support the program. There was also the not-so-small matter of Heinen’s tweaking their supply chain to bring their suppliers in line with our age and source verification program. This process not only ensured a smooth launch of the program in Heinen’s 18 stores, but seeing that it was our first go at this, it served as an opportunity for us to iron out the kinks and develop a program that could be much more quickly implemented with future customers. There is no question that the Where Food Comes From program is capable of generating revenue that can eventually dwarf our core verification services and related hardware sales. Accordingly, we felt that we needed to get it right the first time so we took the time to do that. Today, Heinen’s is highly satisfied with the Where Food Comes From program. Co-owner Tom Heinen was impressed enough with the long-term potential that he recently accepted our offer to join our Board of Directors. Heinen’s customers, by way of market research that we conducted, have also signaled their approval of the program. As a regional grocer that is highly regarded by its customers and its peers, Heinen’s was the perfect choice for our first grocery customer. Without reciting chapter and verse, I’ll say the same applies to our second and third customers – Anderson’s Frozen Custard and Delmonico’s Steak House – which have given us a foothold in the family style and high-end restaurant segments.

· Going forward, we expect to sign more and more customers as time goes on. However, we are not prepared to provide specific guidance in this regard. I understand that investors would like us to predict how many new customers we expect to sign each month or each quarter, but we are still to early in the process to be able to do that with any accuracy. We made a decision early on with our business to do our best to under-promise and over-deliver, and providing projections that we may not live up to is not the best way to accomplish that. As time goes on I think that issue will take care of itself – as our sales funnel fills out and matures and new customers come on board, we’ll have more visibility into things and be better able to indicate what kind of growth trends we expect. While I’m sure that is not the ideal answer to the question you may be wanting to ask, it is nevertheless the only answer we’re prepared to give at this point in our development. I will close the subject with this: Where Food Comes From is a unique program that directly addresses what is arguably the most dominant consumer and supplier trend in the food industry – telling people where their food comes from. With formidable barriers to entry and a huge head start on whatever may emerge as competition, we believe steady growth of the program is inevitable.

· While I’m on the subject of new customers, we have just rolled out a program with Labatt Food Service called New Mexico Source Verified Beef™. Labatt is a high-end food service company operating in the southwest United States, supplying while table cloth restaurants, resorts and casinos. If you’re in front of a computer, go to www.where food comes from/NewMexicoBeef. Labatt and its many customers are taking advantage of Where Food Comes From to showcase locally raised beef in New Mexico. IMI Global is compensated through standard per pound license fees.

The third point I’ll address is our M&A strategy. As you know, in the first quarter of this year we acquired controlling interest in International Certification Services, Inc. (ICS), a leading provider of organic, sustainable and gluten-free certification services to agricultural operations and the food industry.

• Under terms of the purchase agreement, IMI Global purchased 60% of the outstanding shares of the privately held ICS for $215,000 in net cash and 172,840 shares of IMI Global common stock. The agreement includes non-dilution provisions and IMI Global has right of first refusal on the remaining 40% of the outstanding shares. ICS is based in Medina, N.D. and, on an unaudited basis, was profitable on revenue of approximately $1.0 million in 2011.

• This partnership has tremendous synergies for both companies. As industry leaders in our respective product and service offerings, we are now positioned to offer one another’s customers new solutions across the verification and certification spectrum. And in addition to better serving our customers, we expect this transaction to accelerate our revenue growth and to be accretive to earnings over the long term.

• Due to the highly fragmented nature of our business, we believe additional acquisitions such as the one I just described can play a key role in our growth strategy – giving IMI global an acquisitive growth component to complement our traditional organic growth track record. In this regard, we are currently reviewing a number of potential acquisition candidates, although we cannot comment further on the status of these potential transactions.

A few words on our proposed name change from Integrated Management Information to Where Food Comes From.

· This name change, which we expect to take effect in mid-November, has been under consideration since we conceived of our Where Food Comes From labeling program four years ago. We waited until now to do it because we wanted to prove up the program and get some validation that it could become as large and widespread as we originally thought it could. Today we have every confidence that that is the case – and thus, the name change. When people talk about our company they invariably talk about “where food comes from”. We want to be synonymous with that concept and we are moving in the right direction. As a side note, we will continue with IMI Global as our D.B.A. because IMI Global has tremendous brand equity with our core customer base for verification services – that includes more than 6,000 ranchers, feed yards and packers. We don’t want to rock the boat with them. But for the tens of thousands of retailers and restaurants who represent potential customers for Where Food Comes From – and for the millions of consumers who we hope come to view Where Food Comes From as a wonderful source of transparency into the food they eat and feed their families – Where Food Comes From is going to be front and center.

In closing, 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…