(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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or | ||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________
to _________
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Virginia |
54-1167364
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | þ |
(Do not check if a smaller reporting company) |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
●
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changes in the way the U.S. federal government contracts with businesses and changes in its budgetary priorities;
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terms specific to U.S. federal government contracts;
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our failure to keep pace with a changing technological environment;
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intense competition from other companies;
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inaccuracy in our estimates of the cost of services and the timeline for completion of contracts;
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non-performance by our subcontractors and suppliers;
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our failure to adequately integrate businesses we may acquire; and
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fluctuations in our results of operations and its impact on our stock price.
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Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
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terminate our existing contracts;
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reduce potential future income from our existing contracts;
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modify some of the terms and conditions in our existing contracts;
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suspend or permanently prohibit us from doing business with the federal government or with any specific government agency;
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impose fines and penalties;
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subject the award of some contracts to protest or challenge by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest or challenge and which may also require the government to solicit new proposals for the contract or result in the termination, reduction or modification of the awarded contract;
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suspend work under existing multiple year contracts and related task orders if the necessary funds are not appropriated by Congress;
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decline to exercise an option to extend an existing multiple year contract; and
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claim rights in technologies and systems invented, developed or produced by us.
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Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Fiscal Year Ended December 31, 2012
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Fiscal Year Ended December 31, 2011
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Quarter Ended:
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Quarter Ended:
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3/31/12
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6/30/12
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9/30/12
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12/31/12
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3/31/11
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6/30/11
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9/30/11
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12/31/11
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High
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$ | 0.19 | $ | 0.15 | $ | 0.18 | $ | 0.17 | $ | 0.19 | $ | 0.20 | $ | 0.22 | $ | 0.24 | ||||||||||||||||
Low
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$ | 0.15 | $ | 0.15 | $ | 0.13 | $ | 0.10 | $ | 0.15 | $ | 0.15 | $ | 0.17 | $ | 0.13 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants, and rights
(a)
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Weighted-average exercise price of outstanding options, warrants, and rights
(b)
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
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|||||||||
Equity compensation plans approved by security holders
1,2
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1,032,500 | $ | 0.29 | 1,272,500 | ||||||||
Equity compensation plans not approved by security holders
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- | - | - | |||||||||
Total
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1,032,500 | $ | 0.29 | 1,272,500 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Years Ended
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||||||||
December 31,
2012
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December 31,
2011
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|||||||
Revenue
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100.0 | % | 100.0 | % | ||||
Cost of revenues
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65.8 | % | 68.8 | % | ||||
Gross profit
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34.2 | % | 31.2 | % | ||||
Operating expenses
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||||||||
Selling, general and administrative
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(23.9 | %) | (20.0 | %) | ||||
Commissions expense
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(9.0 | %) | (9.3 | %) | ||||
Income from operations
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1.3 | % | 1.9 | % | ||||
Other income
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0.1 | % | 0.1 | % | ||||
Income before income taxes
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1.4 | % | 2.0 | % | ||||
Provision for income taxes
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( 0.0 | %) | ( 0.0 | %) | ||||
Net income
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1.4 | % | 2.0 | % |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
December 31,
2012
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December 31,
2011
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ASSETS
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Current assets
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Cash and cash equivalents
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$ | 2,623,016 | $ | 1,280,926 | ||||
Accounts receivable, net
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738,044 | 2,889,658 | ||||||
Prepaid expenses and other current assets
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191,406 | 787,290 | ||||||
Note receivable, current
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2,410 | 6,668 | ||||||
Total current assets
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3,554,876 | 4,964,542 | ||||||
Property and equipment, net of accumulated depreciation
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||||||||
and amortization of $292,301 and $264,837
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39,226 | 40,440 | ||||||
Note receivable, long-term
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3,885 | 4,287 | ||||||
Other assets
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6,281 | 6,281 | ||||||
Total assets
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$ | 3,604,268 | $ | 5,015,550 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
Current liabilities
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||||||||
Accounts payable
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$ | 111,585 | $ | 998,160 | ||||
Commissions payable
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806,133 | 679,498 | ||||||
Accrued payroll and related liabilities
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269,716 | 247,885 | ||||||
Deferred revenue
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220,424 | 939,783 | ||||||
Other accrued liabilities
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48,401 | 107,235 | ||||||
Income taxes payable
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- | 2,800 | ||||||
Total current liabilities
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1,456,259 | 2,975,361 | ||||||
Stockholders’ equity
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||||||||
Common stock, $0.01 par value, 30,000,000 shares authorized, 12,844,376 and 12,839,376 shares issued, 11,201,760 and 11,196,760 shares outstanding as of December 31, 2012 and December 31, 2011, respectively
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128,443 | 128,393 | ||||||
Additional paid-in capital
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14,581,475 | 14,574,128 | ||||||
Accumulated deficit
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(11,631,698 | ) | (11,732,121 | ) | ||||
Treasury stock, 1,642,616 shares at
cost at December 31, 2012 and 2011
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(930,211 | ) | (930,211 | ) | ||||
Total stockholders’ equity
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2,148,009 | 2,040,189 | ||||||
Total liabilities and stockholders’ equity
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$ | 3,604,268 | $ | 5,015,550 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
For the years ended December 31,
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2012
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2011
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Revenues
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Professional fees
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$ | 5,026,676 | $ | 4,700,679 | ||||
Software sales
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2,030,877 | 3,120,096 | ||||||
Total revenues
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7,057,553 | 7,820,775 | ||||||
Cost of revenues
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||||||||
Cost of professional fees
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2,899,297 | 2,714,118 | ||||||
Cost of software sales
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1,747,274 | 2,664,403 | ||||||
Total cost of revenues
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4,646,571 | 5,378,521 | ||||||
Gross profit
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2,410,982 | 2,442,254 | ||||||
Selling, general and administrative expenses
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1,685,156 | 1,564,370 | ||||||
Commissions expense
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631,698 | 729,075 | ||||||
Income from operations
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94,128 | 148,809 | ||||||
Other income
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6,295 | 7,392 | ||||||
Income before provision for income taxes
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100,423 | 156,201 | ||||||
Provision for income taxes
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- | 2,800 | ||||||
Net income
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$ | 100,423 | $ | 153,401 | ||||
Comprehensive income
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$ | 100,423 | $ | 153,401 | ||||
Net Income per common share – basic
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$ | 0.01 | $ | 0.01 | ||||
Net Income per common share – diluted
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$ | 0.01 | $ | 0.01 | ||||
Weighted average common shares outstanding
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Basic
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11,200,025 | 11,196,760 | ||||||
Diluted
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11,210,939 | 11,224,410 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Shares of
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Common
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Additional
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Stock
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Common
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Paid-in
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Accumulated
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Treasury
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||||||||||||||||||||
Issued
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Stock
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Capital
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Deficit
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Stock
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Total
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Balances, December 31, 2010
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12,839,376 | $ | 128,393 | $ | 14,567,422 | $ | (11,885,522 | ) | $ | (930,211 | ) | $ | 1,880,082 | |||||||||||
Net Income
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- | - | - | 153,401 | - | 153,401 | ||||||||||||||||||
Stock option compensation
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- | - | 6,706 | - | - | 6,706 | ||||||||||||||||||
Balances, December 31, 2011
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12,839,376 | $ | 128,393 | $ | 14,574,128 | $ | (11,732,121 | ) | $ | (930,211 | ) | $ | 2,040,189 | |||||||||||
Net Income
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- | - | - | 100,423 | - | 100,423 | ||||||||||||||||||
Stock option compensation
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- | - | 7,047 | - | - | 7,047 | ||||||||||||||||||
Stock option exercise
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5,000 | 50 | 300 | - | - | 350 | ||||||||||||||||||
Balances, December 31, 2012
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12,844,376 | $ | 128,443 | $ | 14,581,475 | $ | (11,631,698 | ) | $ | (930,211 | ) | $ | 2,148,009 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
For the years ended December 31,
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||||||||
2012
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2011
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|||||||
Cash flows from operating activities:
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Net income
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$ | 100,423 | $ | 153,401 | ||||
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
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||||||||
Depreciation and amortization
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27,464 | 19,464 | ||||||
Stock option compensation
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7,047 | 6,706 | ||||||
Bad debt expense
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1,401 | 52,376 | ||||||
Changes in operating assets and liabilities
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||||||||
Accounts receivable
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2,150,213 | (2,170,220 | ) | |||||
Prepaid expenses and other current assets
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595,884 | (216,342 | ) | |||||
Accounts payable and accrued expenses
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(923,578 | ) | 962,494 | |||||
Deferred revenue
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(719,359 | ) | 287,192 | |||||
Commissions payable
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126,635 | 232,739 | ||||||
Income taxes payable
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(2,800 | ) | 2,800 | |||||
Net cash provided by (used in) operating activities
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1,363,330 | (669,390 | ) | |||||
Cash flows from investing activities:
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||||||||
Acquisition of furniture and equipment
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(26,250 | ) | (24,199 | ) | ||||
Payments received on notes receivable – employees
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14,660 | 6,438 | ||||||
Increase in notes receivable – employees
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(10,000 | ) | - | |||||
Net cash used in investing activities
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(21,590 | ) | (17,761 | ) | ||||
Cash flows from financing activities:
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||||||||
Proceeds from the exercise of stock options
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350 | - | ||||||
Net cash provided by financing activities
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350 | - | ||||||
Net increase (decrease) in cash and cash equivalents
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1,342,090 | (687,151 | ) | |||||
Cash and cash equivalents, beginning of the year
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1,280,926 | 1,968,077 | ||||||
Cash and cash equivalents, end of the year
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$ | 2,623,016 | $ | 1,280,926 | ||||
Supplemental cash flow information
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||||||||
Interest paid
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$ | - | $ | - | ||||
Income taxes paid
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$ | 2,800 | $ | - |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
2012
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2011
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|||||||
Billed-federal government
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$ | 664,533 | $ | 2,961,279 | ||||
Billed-commercial and other
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73,892 | 70,100 | ||||||
Total billed
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738,425 | 3,031,379 | ||||||
Unbilled
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- | - | ||||||
Allowance for doubtful accounts
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(381 | ) | (141,721 | ) | ||||
Accounts receivable, net
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$ | 738,044 | $ | 2,889,658 |
●
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Level 1—Quoted prices in active markets for identical assets or liabilities;
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●
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Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
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●
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Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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Level 1
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Level 2
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Level 3
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||||||||||
December 31, 2012
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Money market accounts
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$ | 2,003 | $ | - | $ | - | ||||||
Total
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$ | 2,003 | $ | - | $ | - | ||||||
December 31, 2011
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||||||||||||
Money market accounts
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$ | 1,022 | $ | - | $ | - | ||||||
Total
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$ | 1,022 | $ | - | $ | - |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
2012
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2011
|
|||||||
Furniture and equipment
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$ | 93,391 | $ | 93,391 | ||||
Computer equipment and software
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238,136 | 211,886 | ||||||
Subtotal
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331,527 | 305,277 | ||||||
Less: accumulated depreciation and amortization
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(292,301 | ) | (264,837 | ) | ||||
Total
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$ | 39,226 | $ | 40,440 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Year ending December 31,:
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2013
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$ | 88,954 | ||
2014
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99,255 | ||||
2015
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102,232 | ||||
2016
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105,299 | ||||
2017
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44,414 | ||||
Total minimum rent payments
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$ | 440,154 |
2012
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2011
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Deferred tax assets:
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Net operating loss carryforward
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$ | 5,501,500 | $ | 5,559,500 | ||||
Accrued vacation and commissions
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312,200 | 261,800 | ||||||
Fixed assets
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48,100 | 46,100 | ||||||
Allowance for doubtful accounts
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100 | 53,400 | ||||||
AMT tax credit carryforward
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6,600 | 9,500 | ||||||
Other
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9,700 | 8,200 | ||||||
Subtotal
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5,878,200 | 5,938,500 | ||||||
Valuation allowance
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(5,878,200 | ) | (5,938,500 | ) | ||||
Total
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$ | - | $ | - |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
December 31,
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||||||||
2012
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2011
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|||||||
Income before taxes
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$ | 100,423 | $ | 156,201 | ||||
Income tax expense (benefit) on above
amount at federal statutory rate
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34,100 | 53,100 | ||||||
State income tax expense (benefit), net of
federal expense (benefit)
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4,000 | 6,200 | ||||||
Permanent differences
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7,600 | 5,600 | ||||||
Other
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14,600 | (800 | ) | |||||
Change in valuation allowance
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(60,300 | ) | (61,300 | ) | ||||
Provision for income taxes
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$ | - | $ | 2,800 |
December 31,
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Current income taxes
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2012
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2011
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Federal
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$ | 83,900 | $ | 179,000 | ||||
State
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9,900 | 21,100 | ||||||
Alternative minimum tax
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- | 2,800 | ||||||
Benefit from utilization of net operating losses
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(93,800 | ) | (200,100 | ) | ||||
- | 2,800 | |||||||
Deferred taxes
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- | - | ||||||
$ | - | $ | 2,800 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
2012
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2011
|
|||||||
Risk free interest rate
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0.62% - 2.31 | % | 1.65% – 2.30 | % | ||||
Dividend yield
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0 | % | 0 | % | ||||
Expected term
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5-10 years
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5 years
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||||||
Expected volatility
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62.8 – 67.9 | % | 61.7 – 61.9 | % |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Options outstanding
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||||||||
Number of
shares
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Weighted average price per share
|
|||||||
Balance at December 31, 2010
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1,119,000 | $ | 0.30 | |||||
Options granted
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45,500 | 0.17 | ||||||
Options exercised, expired or forfeited
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161,500 | 0.20 | ||||||
Balance at December 31, 2011
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1,003,000 | 0.31 | ||||||
Options granted
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109,500 | 0.14 | ||||||
Options exercised
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5,000 | 0.07 | ||||||
Options expired or forfeited
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75,000 | 0.30 | ||||||
Balance at December 31, 2012
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1,032,500 | $ | 0.29 |
Options outstanding
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Options exercisable
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|||||||||||||||||||||||||||||
Total shares
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Weighted average exercise price
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Weighted average remaining contractual life in years
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Aggregate intrinsic
value
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Total shares
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Weighted average exercise price
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Weighted average remaining contractual life in years
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Aggregate intrinsic
value
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|||||||||||||||||||||||
1,032,500 | $ | 0.29 | 4.32 | $ | 1,770 | 920,250 | $ | 0.31 | 3.73 | $ | 1,770 |
Nonvested
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||||||||
Number of
shares
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Weighted average grant date fair value
|
|||||||
Balance at December 31, 2011
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60,000 | $ | 0.09 | |||||
Granted
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109,500 | 0.08 | ||||||
Vested
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41,250 | 0.10 | ||||||
Expired before vesting
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16,000 | 0.08 | ||||||
Balance at December 31, 2012
|
112,250 | 0.08 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Net Income | Shares | Per Share Amount | ||||||||||
Basic net income per common share for the year ended December 31, 2012: | ||||||||||||
Income available to common stockholders | $ | 100,423 | 11,200,025 | $ | 0.01 | |||||||
Effect of dilutive stock options | 10,914 | -- | ||||||||||
Diluted net income per common share for the year ended December 31, 2012: | $ | 100,423 | 11,210,939 | $ | 0.01 | |||||||
Basic net income per common share for the year ended December 31, 2011: | ||||||||||||
Income available to common stockholders | $ | 153,401 | 11,196,760 | $ | 0.01 | |||||||
Effect of dilutive stock options | 27,650 | -- | ||||||||||
Diluted net income per common share for the year ended December 31, 2011: | $ | 153,401 | 11,224,410 | $ | 0.01 |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
(a)
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(1) Financial Statements
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(as presented in Item 8 of this Annual Report) | Page | |||
Report of Independent Registered Public Accounting Firm | 17 | |||
Report of Independent Registered Public Accounting Firm | 18 | |||
Balance Sheets as of December 31, 2012 and 2011 | 19 | |||
Statements of Operations and Comprehensive Income for the years ended December 31, 2012 and 2011 | 20 | |||
Statements of Changes in Stockholders' Equity for the years ended December 31, 2012 and 2011 | 21 | |||
Statements of Cash Flows for the years ended December 31, 2012 and 2011 | 22 | |||
Notes to Financial Statements | 23 |
INFORMATION ANALYSIS INCORPORATED | |||
(Registrant) | |||
March 29, 2013
|
By:
|
/s/ Sandor Rosenberg | |
Sandor Rosenberg, President |
Signature |
Title
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Date
|
|||
By: |
/s/ Sandor Rosenberg
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Chairman of the Board, Chief
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March 29, 2013
|
||
Sandor Rosenberg
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Executive Officer and President | ||||
By: |
/s/ Charles A. May, Jr.
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Director
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March 29, 2013
|
||
Charles A. May
|
|||||
By: |
/s/ Bonnie K. Wachtel
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Director
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March 29, 2013
|
||
Bonnie K. Wachtel
|
|||||
By: | /s/ James D. Wester | Director | March 29, 2013 | ||
James D. Wester | |||||
By: | /s/ Richard S. DeRose | Chief Financial Officer, | March 29, 2013 | ||
Richard S. DeRose | Secretary and Treasurer | ||||
By: | /s/ Matthew T. Sands | Controller | March 29, 2013 | ||
Matthew T. Sands |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Exhibit No.
|
Description
|
Location
|
10.13
|
Modification Agreement regarding Line of Credit Agreement with TD Bank, N.A., successor to Commerce Bank, N.A., dated December 13, 2010.
|
Incorporated by reference from the Registrant’s Form 10-K for the period ended December 31, 2010, and filed on March 31, 2011
|
10.14
|
Modification Agreement regarding Line of Credit Agreement with TD Bank, N.A., successor to Commerce Bank, N.A., dated November 30, 2011.
|
Incorporated by reference from the Registrant’s Form 10-K for the period ended December 31, 2011, and filed on March 30, 2012
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Modification Agreement regarding Line of Credit Agreement with TD Bank, N.A., successor to Commerce Bank, N.A., dated November 30, 2012.
|
Filed with this Form 10-K
|
|
Fifth Modification of Lease, dated February 6, 2013, to extend term of lease four years.
|
Filed with this Form 10-K
|
|
Consent of Independent Registered Public Accounting Firm, CohnReznick LLP
|
Filed with this Form 10-K
|
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Consent of Independent Registered Public Accounting Firm, Reznick Group, P.C.
|
Filed with this Form 10-K
|
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Rule 13a-14(a) / 15a-14(a) Certification by Chief Executive Officer
|
Filed with this Form 10-K
|
|
Rule 13a-14(a) / 15a-14(a) Certification by Chief Financial Officer
|
Filed with this Form 10-K
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed with this Form 10-K
|
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Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed with this Form 10-K
|
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Borrower: | |||
Information Analysis Incorporated | |||
By:
|
/s/ | ||
Sandor Rosenberg, Chief Executive Officer |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
●
|
New building standard paint for reception, hallways and conference room, colors to be selected by Tenant;
|
●
|
Steam clean carpet throughout Premises;
|
●
|
Install new building standard suite entry doors and frame;
|
●
|
Repair exposed carpet seams;
|
●
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Install 2 dedicated outlets for kitchen;
|
●
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New 15 inch under-counter ice maker (Danby Silhouette or similar), or new refrigerator with ice maker (choice to be made by Tenant);
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●
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Repair / Replace light fixture in kitchen;
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●
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Remove door to kitchen (leave door frame);
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●
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Install building standard top and bottom cabinets and countertops for kitchen, per design provided by Intec Group Architects (Exhibit A); and
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●
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New sink, disposal, and insta-hot water heater (above ceiling).
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LANDLORD: Fair Center Office Associates, LLC | ||
Witness: ________________________________ | By: |
Printed Name: |
Title:
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||
Date: |
TENANT: Information Analysis, Inc.
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||
Witness: ________________________________ | By: |
Printed Name: |
Title: | ||
Date: |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
1.
|
I have reviewed this annual report on Form 10-K of Information Analysis Incorporated;
|
2.
|
Based on my knowledge, this annual 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
|
4.
|
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
|
5.
|
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
|
Date:
March 29, 2013
|
By:
|
/s/ Sandor Rosenberg | |
Sandor Rosenberg, Chairman of the Board, | |||
Chief Executive Officer and President |
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
1.
|
I have reviewed this annual report on Form 10-K of Information Analysis Incorporated;
|
2.
|
Based on my knowledge, this annual 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
|
4.
|
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
|
5.
|
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
|
Date:
March 29, 2013
|
By:
|
/s/ Richard S. DeRose | |
Richard S. DeRose, Executive Vice
President, Treasurer, Chief Financial Officer
|
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
1
|
the Company's Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof, (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2
|
the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods presented therein.
|
Date:
March 29, 2013
|
By:
|
/s/ Sandor Rosenberg | |
Sandor Rosenberg, Chairman of the
Board, Chief Executive Officer, and President
|
Information Analysis Incorporated | 2012 Annual Report on Form 10-K |
1
|
the Company's Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof, (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2
|
the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods presented therein.
|
Date:
March 29, 2013
|
By:
|
/s/ Richard S. DeRose | |
Richard S. DeRose, Executive
Vice President, Treasurer, and
Chief Financial Officer
|