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| INVA.PK > SEC Filings for INVA.PK > Form 10-K on 10-Aug-2009 | All Recent SEC Filings |
10-Aug-2009
Annual Report
The information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operation contains "forward looking statements." Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the Company's Consolidated Financial Statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Intangible assets, goodwill and impairment of long-lived assets
Intangibles are recorded at cost and amortized on the straight-line method over their estimated useful lives. Goodwill is reviewed annually. An impairment analysis at April 30, 2009 was undertaken and impairment to goodwill of $970,662 was recorded.
Intangible valuation and Goodwill impairment are determined using similar processes. For intangibles, the first step is to compare the fair value of the intangible to its carrying amount. For Goodwill, the first step is to compare the fair value of a reporting unit with its carrying amount, including goodwill. Inova determines the fair value of both intangibles and reporting units by using a discounted cash flow ("DCF") analysis approach. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows. The cash flows employed in the DCF analyses are based on Inova's budget and long-term business plan, and various growth rates have been assumed for years beyond the long-term business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.
Embedded conversion features
Inova evaluates embedded conversion features within convertible debt and convertible preferred stock under paragraph 12 of SFAS 133 and EITF 00-19 to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under SFAS 133 and EITF 00-19, the instrument is evaluated under EITF 98-5 and EITF 00-27 for consideration of any beneficial conversion feature.
Revenue and cost recognition
Inova has four sources of revenues: IT network design and implementation from Desert, computer equipment sales from Desert, IT consulting services from Edgetech, sales of RFID items from RightTag rental income from Trakkers/Tesselon. Revenue that is received before it is earned is classified as deferred revenue.
IT network design and implementation:
Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.
Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period.
The asset, "Costs and estimated earnings in excess of billings on uncompleted contracts," represents revenues recognized in excess of amounts billed. The liability, "Billings in excess of costs and estimated earnings on uncompleted contracts," represents billings in excess of revenues recognized.
Computer equipment sales, IT consulting services & sales of RFID items:
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.
Rental income for RFID items:
The Company follows Staff Accounting Bulletin No. 104 recognizing RFID rental
income. Revenue generally is realized or realizable and earned when all of the
following criteria are met: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services have been rendered; (3) the seller's price
to the buyer is fixed or determinable; and (4) collectability is reasonably
assured. A rental contract term can be daily or weekly. Consistent with SAB 104,
the Company's policy recognizes revenue from equipment rentals in the period
earned on a straight-line basis, over the contract term, regardless of the
timing of the billing to customers. Revenue from the sale of new and used
equipment and parts is recognized at the time of delivery to, or pick-up by, the
customer and when all obligations under the sales contract have been fulfilled,
risk of ownership has been transferred and collectability is reasonably assured.
Services revenue is recognized at the time the services are rendered.
Stock based compensation
Effective January 1, 2006, Inova began recording compensation expense associated with stock options and other forms of equity compensation in accordance with Statement of Financial Accounting Standards ("SFAS") No. 123R, Share-Based Payment, as interpreted by SEC Staff Accounting Bulletin No. 107. Prior to January 1, 2006, Inova had accounted for stock options according to the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, and therefore no related compensation expense was recorded for awards granted with no intrinsic value. Inova adopted the modified prospective transition method provided for under SFAS No. 123R, and, consequently, have not retroactively adjusted results from prior periods. Inova did not issue any employee options during the years ended April 30, 2009 and 2008.
RESULTS OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2009 COMPARED TO YEAR ENDED
APRIL 30, 2008
Total revenues (net sales) increased from $5,442,402 for the twelve month period ending April 2009 to $22,591,048 for the twelve-month period ending April 30, 2009. This is primarily the result of revenues produced by Desert Communications and Trakkers/Tesselon. Desert Communications was acquired on December 21, 2007 therefore the revenue for Inova for the 12 months ending April 30, 2008 only includes revenue from Desert for the period from December 21, 2007 to April 30, 2008. Trakkers was acquired on August 31, 2008 so the Company had no revenue in the year ending April 30, 2008 and only eight months of revenue in the year ending April 30, 2009.
The Company's selling, general and administrative expenses increased from $919,013 for the twelve months ending April 30, 2008 to $3,584,250 for the same period in 2009. This is primarily the result of the expenses from Desert Communications and Trakkers/Tesselon. Personnel and office expenses are some of the major categories with significant increases in the year ending April 30, 2009.
Last fiscal year, the Company reported a net loss from continuing operations that increased from $976,062 to $1,970,516 for the fiscal year ended April 30, 2009. This has been caused by larger interest expense this year based on the significant borrowings associated with acquisitions. Also, the amortization of intangibles and the impairment of goodwill and intangibles were made during fiscal 2009.
EBITDA for the year ending April 30, 2008 is $89,561 and $2,552,009 for the year ending April 30, 2009. EBITDA is Earnings before interest, tax, depreciation and amortization:
Year-end Year-end
EBITDA 30-Apr-08 30-Apr-09
Net income (976,062 ) (1,970,516 )
Interest 113,389 2,084,676
Tax - 60,000
Depreciation/Amortization 952,234 2,377,849
EBITDA 89,561 2,552,009
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LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2009, we had cash and cash equivalents totaling $1,087,894 and total current assets were $3,343,940, total current liabilities were $8,312,751 and total stockholders' equity was $3,932,524. Working capital deficit increased from $(2,667,068) at April 30, 2008 to $(4,968,811) at April 30, 2009. However, this is due to the larger company size and corresponding lending required to purchase new subsidiaries. Both main subsidiaries (Trakkers and Desert) have working capital turn ratios 3 to 4 times higher than industry averages for their respective comparable companies.
OFF-BALANCE SHEET ARRANGEMENTS
None.
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