Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-QSB

 

 

(Mark   One)
x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2003

 

¨   TRANSISTION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from                      to                     

 

Commission file number             0-22405            

 

 

INFORMATION ANALYSIS INCORPORATED


(Exact name of small business issuer as specified in its charter)

 

 

Virginia


 

54-1167364


(State or other jurisdiction of incorporationor

or organization)

 

(IRS Employer Identification No.)

 

11240 Waples Mill Road, Suite 400, Fairfax, VA 22030


(Address of principal executive offices)

 

(703) 383-3000


(Issuer’s telephone number)

 


(Former name, former address and former fiscal year, if changed since last report)

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

 

Common Stock, par value $0.01, 10,283,515 shares as of May 7, 2003

 

Transitional Small Business Disclosure Format (Check one): Yes ¨ No x

 


Table of Contents

 

INFORMATION ANALYSIS INCORPORATED

FORM 10-QSB

 

Index

 

         

Page

Number

PART I.    FINANCIAL INFORMATION

    

Item 1.

  

Financial Statements (Unaudited)

    
    

Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 (Audited)

  

2

    

Consolidated Statements of Operations for the three months ended March 31, 2003 and March 31, 2002

  

3

    

Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and March 31, 2002

  

4

    

Notes to Unaudited Consolidated Financial Statements

  

5

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

8

Item 3.

  

Controls and Procedures

  

8

PART II.    OTHER INFORMATION

    

Item 6.

  

Exhibits and Reports on Form 8-K

  

8

SIGNATURES

  

8

Annex A.

  

CERTIFICATIONS UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  

9

Annex B.

  

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  

10

 

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INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

    

March 31, 2003 Unaudited


    

December 31, 2002 Audited


 

ASSETS

                 

Current assets:

      

Cash and cash equivalents

  

$

62,902

 

  

$

80,502

 

Accounts receivable, net

  

 

640,004

 

  

 

824,319

 

Prepaid expenses

  

 

33,959

 

  

 

28,819

 

Other receivables

  

 

15,374

 

  

 

16,700

 

    


  


Total current assets

  

 

752,239

 

  

 

950,340

 

Fixed assets, net

  

 

38,365

 

  

 

42,810

 

Capitalized software, net

  

 

125,169

 

  

 

146,031

 

Notes receivable

  

 

85,000

 

  

 

85,000

 

Investments

  

 

6,000

 

  

 

6,000

 

Other assets

  

 

36,916

 

  

 

51,275

 

    


  


Total assets

  

$

1,043,689

 

  

$

1,281,456

 

    


  


LIABILITIES & STOCKHOLDERS’ EQUITY

                 

Current liabilities:

                 

Revolving line of credit

  

$

323,000

 

  

$

403,000

 

Accounts payable

  

 

432,633

 

  

 

474,101

 

Accrued payroll and related liabilities

  

 

235,103

 

  

 

215,572

 

Other accrued liabilities

  

 

163,081

 

  

 

127,794

 

Deferred revenue

  

 

157,806

 

  

 

138,117

 

    


  


Total current liabilities

  

 

1,311,623

 

  

 

1,358,584

 

Long-term liabilities:

                 

Notes payable

  

 

125,001

 

  

 

125,001

 

    


  


Total liabilities

  

 

1,436,624

 

  

 

1,483,585

 

    


  


Stockholders’ equity:

                 

Common stock, par value $0.01, 30,000,000 shares authorized; 11,788,126 shares issued, 10,283,515 outstanding at March 31, 2003 and December 31, 2002

  

 

117,881

 

  

 

117,881

 

Additional paid in capital

  

 

14,122,019

 

  

 

14,122,019

 

Retained earnings

  

 

(13,772,522

)

  

 

(13,581,716

)

Other comprehensive income

  

 

(6,000

)

  

 

(6,000

)

Less treasury stock, 1,504,611 shares at cost

  

 

(854,313

)

  

 

(854,313

)

    


  


Total stockholders’ equity

  

 

(392,935

)

  

 

(202,129

)

    


  


Total liabilities and stockholders’ equity

  

$

1,043,689

 

  

$

1,281,456

 

    


  


 

The accompanying notes are an integral part of the consolidated financial statements

 

2


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INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    

For the three months ended

March 31,


 
    

2003


    

2002


 
    

Unaudited

    

Unaudited

 

Sales

                 

Professional fees

  

$

826,395

 

  

$

1,839,381

 

Software sales

  

 

93,490

 

  

 

121,182

 

    


  


Total sales

  

 

919,885

 

  

 

1,960,563

 

Cost of sales

                 

Cost of professional fees

  

 

621,877

 

  

 

1,240,944

 

Cost of software sales

  

 

83,988

 

  

 

115,608

 

    


  


Total cost of sales

  

 

705,865

 

  

 

1,356,552

 

    


  


Gross profit

  

 

214,020

 

  

 

604,011

 

Selling, general and administrative expenses

  

 

400,817

 

  

 

471,183

 

    


  


(Loss) income from operations

  

 

(186,797

)

  

 

132,828

 

Other expenses, net

  

 

(4,009

)

  

 

(6,863

)

    


  


(Loss) income before provision for income taxes

  

 

(190,806

)

  

 

125,965

 

Provision for income taxes

  

 

—  

 

  

 

—  

 

    


  


Net (loss) income

  

$

(190,806

)

  

$

125,965

 

    


  


Earnings per common share:

                 

Basic:

                 

Net (loss) income

  

($

0.02

)

  

$

0.01

 

    


  


Diluted:

                 

Net (loss) income

  

($

0.02

)

  

$

0.01

 

    


  


Weighted average common shares outstanding:

                 

Basic

  

 

10,283,515

 

  

 

10,283,515

 

Diluted

  

 

10,283,515

 

  

 

11,107,596

 

 

The accompanying notes are an integral part of the consolidated financial statements

 

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INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    

For the three months ended March 31,


 
    

2003


    

2002


 
    

Unaudited

    

Unaudited

 

Cash flows from operating activities:

                 

Net (loss) income

  

$

(190,806

)

  

$

125,965

 

Adjustments to reconcile net (loss) income tonet cash provided (used) by operating activities:

                 

Depreciation and amortization

  

 

5,004

 

  

 

10,901

 

Amortization of capitalized software

  

 

20,862

 

  

 

41,724

 

Gain on sale of fixed assets

  

 

—  

 

  

 

(1,125

)

Changes in operating assets and liabilities

                 

Accounts receivable

  

 

184,315

 

  

 

(65,024

)

Other receivables and prepaid expenses

  

 

10,545

 

  

 

(53,670

)

Accounts payable and accrued expenses

  

 

13,350

 

  

 

(148,267

)

Deferred revenue

  

 

19,689

 

  

 

(18,208

)

    


  


Net cash provided (used) by operating activities

  

 

62,959

 

  

 

(107,704

)

    


  


Cash flows from investing activities:

                 

Purchases of fixed assets

  

 

(559

)

  

 

(18,901

)

Proceeds from sale of fixed assets

  

 

—  

 

  

 

1,125

 

    


  


Net cash used by investing activities

  

 

(559

)

  

 

(17,776

)

Cash flows from financing activities:

                 

Net (payments) borrowings under revolving line of credit

  

 

(80,000

)

  

 

204,000

 

    


  


Net cash (used) provided by financing activities

  

 

(80,000

)

  

 

204,000

 

    


  


Net increase (decrease) in cash and cash equivalents

  

 

(17,600

)

  

 

78,520

 

Cash and cash equivalents at beginning of the period

  

 

80,502

 

  

 

102,640

 

    


  


Cash and cash equivalents at end of the period

  

$

62,902

 

  

$

181,160

 

    


  


Supplemental cash flow Information

                 

Interest paid

  

$

14,396

 

  

$

11,458

 

    


  


 

The accompanying notes are an integral part of the consolidated financial statements

 

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PART I

 

Item 1. Financial Statements.

 

INFORMATION ANALYSIS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared by Information Analysis Incorporated (“IAI” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Financial information included herein is unaudited; however, in the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation have been made. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations, but the Company believes that the disclosures made are adequate to make the information presented not misleading. For more complete financial information, these financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2002 included in the Company’s annual report on Form 10-KSB. Results for interim periods are not necessarily indicative of the results for any other interim period or for the full fiscal year.

 

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Form 10-QSB contains forward-looking statements regarding the Company’s business, customer prospects, or other factors that may affect future earnings or financial results that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements. Investors should read and understand the risk factors detailed in the Company’s 10-KSB for the fiscal year ended December 31, 2002 and in other filings with the Securities and Exchange Commission.

 

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Net Income (Loss) Per Share

 

Earnings per share are presented in accordance with SFAS No. 128, “Earnings Per Share.” This statement requires dual presentation of basic and diluted earnings per share on the face of the income statement. Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, except for periods when the Company reports a net loss because the inclusion of such items would be antidilutive.

 

The following is a reconciliation of the amounts used in calculating basic and diluted net income per common share.

 

    

Net

Income


    

Shares


  

Per Share

Amount


 

Basic net loss per common share for the three months ended March 31, 2003:

                      

Income available to common stockholders

  

$

(190,806

)

  

10,283,515

  

($

0.02

)

Effect of dilutive stock options, warrants, and convertible notes

  

 

—  

 

  

—  

  

 

—  

 

Diluted net loss per common share for the three months ended March 31, 2003:

  

$

(190,806

)

  

10,283,515

  

($

0.02

)

Basic net income per common share for the three months ended March 31, 2002:

                      

Income available to common stockholders

  

$

125,965

 

  

10,283,515

  

$

0.01

 

Effect of dilutive stock options

  

 

—  

 

  

202,403

  

 

—  

 

Effect of dilutive warrants

  

 

—  

 

  

121,678

  

 

—  

 

Effect of dilutive convertible notes

  

 

3,750

 

  

500,000

  

 

—  

 

Diluted net income per common share for the three months ended March 31, 2002:

  

$

129,715

 

  

11,107,596

  

$

0.01

 

 

Three Months Ended March 31, 2003 Versus Three Months Ended March 31, 2002

 

Revenue

 

IAI’s revenues in the first quarter of fiscal 2003 were $919,885, compared to $1,960,563 in the first quarter of fiscal 2002, a decrease of 53.1%. Professional services revenue was $826,395 versus $1,839,381, a decrease of 55.1%, and product revenue was $93,490 versus $121,182, a decrease of 22.9%. In the third and fourth quarters of fiscal year 2002 and the first quarter of fiscal year 2003, several of the Company’s contracts expired. The Company believes the United States federal government’s delays in passing a fiscal 2003 budget, and in appropriating that budget, the decreasing tax revenues in all levels of government, and concerns over Department of Homeland Security and Department of Defense matters relating to the war in Iraq, caused decisions regarding numerous new and follow-on federal government contracts to be delayed. The Company continues to have a strong pipeline of bidding opportunities for new and follow-on business. With the cessation of major military operations in the Iraq war, the Company quickly won two multi-year, multi-million dollar contracts subsequent to the period herein reported. Revenue is expected to significantly increase in the remainder of its fiscal year 2003.

 

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Gross Margins

 

Gross margin was $214,020, or 23.3% of sales, in the first quarter of fiscal 2003 versus $604,011, or 30.8% of sales, in the first quarter of fiscal 2002. Of the $214,020 in 2003, $204,518 was attributable to services and $9,502 was attributable to software sales. Gross margin, as a percentage of sales, was 24.7% for professional services and 10.2% for software sales for 2003. In the first quarter of 2002, the Company reported gross margins of approximately 32.5% for professional services and 4.6% for software sales. The decrease in professional services gross margin is attributed to the expiration of higher margin contracts that were included in the first quarter of fiscal 2002.

 

Selling, General and Administrative

 

Selling, general and administrative expenses (SG&A) were $400,817, or 43.6% of revenues, in the first quarter of 2003 versus $471,183, or 24.0% of revenues, in the first quarter of 2002, a decrease in expenses of 14.9%. The Company continues to reduce expenses wherever practicable, and believes that only marginal increases in SG&A will result from even significant increases in the number of contracts under which it operates.

 

Profits

 

The Company generated an operating loss before other expenses of $186,797 in the first quarter of 2003 compared to operating income before other expenses of $132,828 in the first quarter of 2002. There was a net loss of $190,806 for the first quarter of 2003 versus a net income of $125,965 for the same period in 2002. The change in profitability is directly related to the overall decrease in revenues in the first quarter of fiscal 2003 versus the same period in fiscal 2002.

 

Liquidity and Capital Resources

 

Through the first three months of 2003, the Company financed its operations from current collections and through its bank line of credit. Cash and cash equivalents at March 31, 2003 were $62,902 compared to $80,502 at December 31, 2002. As of March 31, 2003 the Company had an outstanding balance on its line of credit of $323,000.

 

The Company is in default with its line of credit with First Virginia Bank as a result of the Company’s failure to maintain a financial condition satisfactory to the bank. However, First Virginia Bank has agreed to extend its forbearance agreement with the Company, which effectively decreases the line of credit to $625,000 and extends it to August 12, 2003. The Company is in negotiations with various organizations to obtain new financing.

 

The Company believes that if revenue continues at the level reported in the quarter ended March 31, 2003, it will derive insufficient cash flow to relieve all payables essential to the continuing operation of the business. Any additional material reduction in revenue could have a material adverse effect on the Company’s operational capabilities. The Company has won additional contracts since the period reported herein, however, and believes that with the increased revenue, its cash flow will improve and will be sufficient to operate the business. Cash flow from operations is insufficient, however, to provide the additional working capital that is necessary to repay approximately $325,000 of past due payables. The Company cannot state with certainty that it will not need additional cash resources at some point in fiscal 2003 or 2004. Accordingly, the Company may from time to time consider additional equity offerings to finance business expansion. The Company is uncertain that it will be able to raise additional capital.

 

The Company has no material commitments for capital expenditures.

 

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Item 3. Controls and procedures

 

(a)    Evaluation of Disclosure Controls and Procedures. Within 90 days of this report, under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

(b)    Changes in Internal Controls. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls. Accordingly, no corrective actions were required or undertaken.

 

PART II—OTHER INFORMATION

 

Item 6. Exhibits and Reports on Form 8-K

 

(a)  (2)  Exhibits:

 

See Exhibit Index on page 11.

 

(b)  No reports on Form 8-K were filed for the quarter for which this report is filed.

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       

Information Analysis Incorporated

(Registrant)

Date:

 

May 7, 2003        


     

By:

 

/s/    SANDOR ROSENBERG        


               

Sandor Rosenberg, Chairman of the

Board, Chief Executive Officer,

and President

           

By:

 

/s/    RICHARD S. DEROSE        


               

Richard S. DeRose, Executive Vice

President, Treasurer, and Chief

Financial Officer

 

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CERTIFICATIONS UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Sandor Rosenberg, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-QSB of Information Analysis Incorporated;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:

 

May 7, 2003        


     

By:

 

/s/    SANDOR ROSENBERG        


               

Sandor Rosenberg, Chairman of the Board,

Chief Executive Officer, and President

 

A signed original of this written statement required by Section 302 has been provided to Information Analysis Incorporated and will be retained by Information Analysis Incorporated and furnished to the Securities and Exchange Commission or its staff upon request

 

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I, Richard S. DeRose, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-QSB of Information Analysis Incorporated;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:

 

May 7, 2003        


     

By:

 

/s/    RICHARD S. DEROSE        


               

Richard S. DeRose, Executive Vice President,

Treasurer, and Chief Financial Officer

 

A signed original of this written statement required by Section 302 has been provided to Information Analysis Incorporated and will be retained by Information Analysis Incorporated and furnished to the Securities and Exchange Commission or its staff upon request

 

 

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Exhibit Index

 

Exhibit No.


  

Description


  

Location


99.1

  

Certification by Chief Executive Officer under

Section 906 of the Sarbanes-Oxley Act of 2002

  

Filed with this Form 10-QSB, page 12

99.2

  

Certification by Chief Financial Officer under

Section 906 of the Sarbanes-Oxley Act of 2002

  

Filed with this Form 10-QSB, page 13

 

11