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EX-31.2 - CERTIFICATION - INTERNATIONAL MONETARY SYSTEMS LTD /WI/f10q0316ex31ii_international.htm
EX-32.2 - CERTIFICATION - INTERNATIONAL MONETARY SYSTEMS LTD /WI/f10q0316ex32ii_international.htm
EX-31.1 - CERTIFICATION - INTERNATIONAL MONETARY SYSTEMS LTD /WI/f10q0316ex31i_international.htm
EX-32.1 - CERTIFICATION - INTERNATIONAL MONETARY SYSTEMS LTD /WI/f10q0316ex32i_international.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2016

 

   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-30853

 

INTERNATIONAL MONETARY SYSTEMS, LTD.

(Exact name of Registrant as specified in its charter)

 

Wisconsin   39-1924096

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

16901 West Glendale Drive, New Berlin,

Wisconsin 53151

 

(Address of principal executive offices)

 

(262) 780-3640

 

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒   No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):

 

Large Accelerated Filer  ☐ Accelerated Filer  ☐ Non-Accelerated Filer  ☐ Smaller Reporting Company  ☒
       
    (Do not check if a smaller reporting company)  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐   No  ☒

 

The number of shares of Common Stock, $.0001 par value, outstanding as of May 1, 2016 was 586,929.

 

 

 

 

 

 

INTERNATIONAL MONETARY SYSTEMS, LTD.

 

TABLE OF CONTENTS

 

    Page No.
Part I. FINANCIAL INFORMATION  
     
Item 1 - Financial Statements March 31, 2016  
     
  Unaudited Consolidated Balance Sheets –March 31, 2016 and December 31, 2015 1
     
  Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) – Three Months Ended March 31, 2016 and 2015 2
     
  Unaudited Consolidated Statements of Cash Flows – Three Months Ended March 31, 2016 and 2015 3-4
     
  Unaudited Notes to Consolidated Financial Statements 5
     
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
     
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 10
     
Item 4 - Controls and Procedures 10
     
Part II. OTHER INFORMATION 11
     
Item 1 Legal Proceedings 11
     
Item 1A - Risk Factors 11
     
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 11
   
Item 3 - Defaults on Upon Senior Securities 11
     
Item 4 - Specialized Matters 11
     
Item 5 - Other Information 11
     
Item 6 - Exhibits 12

 

 

 

 

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED) 

   March 31, 2016   December 31,
2015
 
         
ASSETS
Current assets        
Cash   $675,708   $844,961 
Marketable securities    273,695    275,568 
Accounts receivable, net    557,932    705,912 
Earned trade account    61,173    66,971 
Prepaid expenses    162,917    134,298 
Total current assets    1,731,425    2,027,710 
Other assets           
Property and equipment, net    334,896    322,482 
Membership lists and other intangibles, net    837,438    1,064,673 
Goodwill    3,482,522    3,482,522 
Assets held for investment    92,573    93,823 
Deferred tax assets   301,876    254,620 
Total non-current assets    5,049,305    5,218,120 
Total assets  $6,780,730   $7,245,830 
LIABILITIES
Current liabilities          
Accounts payable and accrued expenses   $748,122   $1,019,193 
Credit lines, short term notes, and current portion of long term debt    1,080,197    800,052 
Current portion of notes payable to related parties    20,000    20,000 
Common stock subject to guarantee    -    21,702 
Total current liabilities    1,848,319    1,860,947 
Long-term liabilities           
Long term debt, net of current portion    570,886    946,502 
Notes payable related parties, net of current portion    650,000    650,000 
Deferred compensation    231,000    238,500 
Total long-term liabilities    1,451,886    1,835,002 
Total liabilities    3,300,205    3,695,949 
Commitments and Contingencies          
STOCKHOLDERS’ EQUITY
Preferred stock, $.0001 par value, 2,000,000 authorized, -0- outstanding    -    - 
Common stock, $.0001 par value 28,000,000 authorized, 586,929 and 587,652 issued and outstanding at March 31, 2016 and December 31, 2015, respectively    58    58 
Paid in capital    5,879,723    5,879,723 
Treasury stock, 2,066 and 966 shares at March 31, 2016 and December 31, 2015, respectively    (20,794)   (8,709)
Accumulated other comprehensive income    86,505    84,417 
Accumulated deficit    (2,464,967)   (2,405,608)
Total stockholders’ equity    3,480,525    3,549,881 
Total liabilities and stockholders’ equity   $6,780,730   $7,245,830 

 

See accompanying notes to consolidated financial statements.

 

 1 

 

 

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

   Three Months Ended 
March 31,
 
   2016   2015 
         
Net revenue  $2,719,431   $2,862,461 
Operating expenses:          
Employee costs   1,877,230    1,879,802 
Selling, general and administrative   674,206    758,296 
Depreciation and amortization   255,753    327,365 
Total operating expenses   2,807,189    2,965,463 
           
Loss from operations   (87,758)   (103,002)
           
Other income (expense)          
Interest income   12    10 
Interest expense   (35,634)   (44,977)
Total other income (expense)   (35,622)   (44,967)
           
Loss before income taxes   (123,380)   (147,969)
Income tax benefit   64,021    74,203 
           
Net loss   (59,359)   (73,766)
           
Components of comprehensive income (loss):          
Foreign currency translation adjustment   3,961    (9,381)
Unrealized gain (loss) on available for sale securities   (1,873)   3,021 
           
Comprehensive income (loss)  $(57,271)  $(80,126)
           
Net income (loss) per common share - basic  $(.10)  $(.12)
                                                        - dilutive  $(.10)  $(.12)
Weighted average common shares outstanding - basic   587,080    614,175 
                                                                    - dilutive   587,080    614,175 

 

See accompanying notes to consolidated financial statements.

 

 2 

 

  

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   Three Months Ended
March 31,
 
   2016   2015 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss  $(59,359)  $(73,766)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation and amortization   255,753    327,365 
Bad debt recovery   (11,745)   (15,008)
Amortization of note discount   -    245 
Changes in assets and liabilities          
Accounts receivable   159,725    224,905 
Earned trade account   (47,046)   (33,493)
Prepaid expenses   (28,491)   (43,897)
Accounts payable and accrued expenses   (278,569)   (227,750)
Deferred income taxes   (47,256)   (77,853)
Net cash provided by (used in) operating activities   (56,988)   80,748 
CASH FLOWS FROM INVESTING ACTIVITIES:          
Capital expenditures   (9,920)   (70,312)
Repayments on notes receivable   1,250    1,250 
Net cash used in investing activities   (8,670)   (69,062)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from notes payable, related party   -    50,000 
Net change in credit lines   105,000    95,000 
Payments on notes payable, convertible notes payable and related party notes   (200,471)   (286,165)
Purchase of treasury stock   (12,085)   (42,184)
Net cash used in financing activities   (107,556)   (183,349)
Effect of exchange rate changes   3,961    (9,381)
           
Net decrease in cash   (169,253)   (181,044)
           
Cash at beginning of period   844,961    796,547 
           
Cash at end of period  $675,708   $615,503 

 

 3 

 

 

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Continued

 

   Three Months Ended
March 31,
 
   2016   2015 
SUPPLEMENTAL DISCLOSURES        
Cash paid for interest  $35,634   $45,590 
Cash paid for income taxes  $237,235   $237,550 
           
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES          
Unrealized net gain (loss) on marketable securities  $(1,873)  $3,021 
Trade dollars exchanged for capital assets  $31,142   $22,533 
Trade dollars exchanged for common stock  $21,702   $- 

 

See accompanying notes to consolidated financial statements.

 

 4 

 

 

INTERNATIONAL MONETARY SYSTEMS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2016

 

NOTE 1 - BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2016, are not necessarily indicative of the results that may be expected for the year ended December 31, 2016.

 

The Company's 10-K for the year ended December 31, 2015, filed on March 17, 2016, should be read in conjunction with this report.

 

Principles of Consolidation

 

The consolidated financial statements for 2016 and 2015 include the accounts of International Monetary Systems, Ltd. (“IMS” or “the Company”) and its’ wholly owned subsidiaries Continental Trade Exchange, Ltd., National Trade Association, Inc., and INLM CN Inc. Significant intercompany accounts and transactions have been eliminated in consolidation. 

 

Revenue Sources and Cost of Revenue

 

The Company and its subsidiaries earn revenues in both traditional cash dollars and in IMS trade dollars.

 

Cash Revenue

 

Cash income is earned through fees assessed when a member joins, transaction fees generated when clients earn or spend their trade dollars, annual and monthly maintenance fees, finance charges on delinquent accounts receivable, and event fees.

 

Trade Dollar Revenue

 

Trade revenue is similarly generated through initial membership fees, monthly maintenance fees, transaction fees, finance charges on delinquent accounts, and event fees. Occasionally the Company will accept a favorable trade ratio in lieu of a cash fee.

 

Revenue Recognition

 

All revenues are 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.

 

Transaction fees are recognized upon receipt of transactional information accumulated by our systems or reported by our clients.

 

Membership fees, monthly maintenance fees, finance charges, and other fees are billed monthly to members' accounts, and are recognized in the month the revenue is earned.

 

Use of Trade Dollars

 

The Company uses earned trade dollars to purchase various goods and services required in its operations. All barter transactions are reported at the estimated fair value of the products or services received.

 

Occasionally, the Company sells IMS trade dollars for US dollars. The cash received in these sales is included in gross revenue and the carrying value of the trade dollars up to the value of the cash received is netted against revenue, with any excess cost included in selling, general and administrative expenses.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Reclassifications

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

 

 5 

 

 

Recent Accounting Pronouncements

 

Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.

  

NOTE 2 – CASH

 

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. As of March 31, 2016, the Company has cash in excess of FDIC insurance of approximately $361,000. No losses have been incurred related to this credit risk exposure.

 

NOTE 3 – DEBT

 

The Company’s indebtedness as of March 31, 2016 includes the following:

 

Lines of credit payable to financial institutions, due in 2016  $230,000 
Convertible notes payable to related parties, mature in 2016 and 2017   170,000 
Non-convertible notes payable to related parties, maturing in 2017   500,000 
Notes payable to third parties, $474,079 due in 2016   1,421,083 
Total indebtedness   2,321,083 
Less current maturities, including credit lines and short term debt   (1,100,197)
Long  term debt, net of current maturities  $1,220,886 

 

Additionally, the Company has lines of credit (including the one described above) with various financial institutions with unused borrowing capacity totaling approximately $317,000 as of March 31, 2016, which may be drawn as needed.

 

A financial institution has issued a $65,000 standby letter of credit to a landlord in lieu of a security deposit.

 

NOTE 4 – EQUITY

 

Common Stock Guarantee Repurchase

 

In January 2016, the Company repurchased the remaining 723 shares to which the common stock guarantee agreement related at a cost of $21,702, paid in trade dollars. The shares were retired directly to authorized and unissued status. 

 

Share Buyback Program

 

In accordance with a board approved stock buyback plan, during the first three months of 2016, the Company purchased 1,100 shares, at a cost of $12,085, in open market and private transactions. The repurchased shares were placed in treasury.

 

Treasury Stock Retirements

 

There were no treasury share retirements in the first three months of 2016.

 

Stock Issued for Services

 

No stock has been issued for services in 2016.

 

Stock Options

 

The Company has adopted an incentive stock option plan under which certain officers, key employees, or prospective employees may purchase shares of the Company's stock at an established exercise price, which shall not be less than the fair market value at the time the option is granted. The final exercise date is any time prior to the five-year anniversary of the first exercise date.

 

There are no options outstanding at March 31, 2016. 

 

Stock Warrants

 

No warrants were issued in the current period. 

 

There are no warrants outstanding as of March 31, 2016.

 

 6 

 

 

NOTE 5 – INCOME TAXES

 

The difference between the combined Federal and state statutory rate and the effective rate for the three months ended March 31, 2016 relates to the difference in timing of deduction for certain expenses, primarily bad debts, amortization of acquired membership lists, and depreciation of property and equipment, and the rates at which deferred taxes were originally established.

 

NOTE 6 – CONTINGENT LIABILITIES

 

In the ordinary course of business, the Company is occasionally involved in litigation, both as plaintiff and defendant. Management either litigates or settles claims after evaluating the merits of the actions and weighing the costs of settling vs. litigating. There are currently no open litigation matters which the Company feels will result in a material loss.

 

 7 

 

 

INTERNATIONAL MONETARY SYSTEMS, LTD.

 

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

In addition to current and historical information, this Quarterly Report on Form 10-Q contains forward-looking statements.  These statements relate to our future operations, prospects, potential products, services, developments, business strategies or our future financial performance.  These statements can generally be identified by the use of terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “target,” “will” or the negative of these terms or other similar expressions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties.  Actual events or results may differ materially.  We undertake no obligation to update or revise publicly any forward-looking statement after the date of this report, whether as a result of new information, future events or otherwise.

 

HIGHLIGHTS

 

Operations

 

Operating expenses in the first quarter of 2016 were 5.3% lower than during the same period in 2015.

 

Return to Shareholders

 

During the three months ended March 31, 2016, 1,100 shares of the Company’s stock have been repurchased under the Company’s stock buyback plan.  

 

RESULTS OF OPERATIONS

 

Revenue

 

Revenue decreased 5% in the first quarter of 2016 compared to the same period in 2015, as we continue to see the residual effects of uncertain economic and regulatory climates on the Company’s primary members, small businesses. This decrease is in line with, or slightly better than, the results of other companies in the industry.

 

Expenses

 

Operating expenses in the quarter ended March 31, 2016 were $2,807,189, a decrease of $158,274 or 5.3% compared to the first quarter of 2015. This decrease is primarily due to decreased administrative costs and lower amortization expense as a number of the membership lists acquired in prior years become fully amortized.

 

The Company generated an operating loss of $87,758 for the quarter, compared to an operating loss of $103,002 in 2015.  After adjusting for interest and income taxes, there was a net loss for the quarter of $59,359 compared to a net loss of $73,766 in the first quarter of 2015.  

 

EBITDA for the three months ended March 31, 2016 and 2015 are as follows:

 

Adjustments to Reconcile GAAP Net Income to EBITDA

 

   2016   2015 
Net loss  $(59,359)  $(73,766)
Interest expense   35,634    44,977 
Income tax expense (benefit)   (64,021)   (74,203)
Depreciation and amortization   255,753    327,365 
EBITDA  $168,007   $224,373 

 

 8 

 

 

LIQUIDITY, SOURCES OF CAPITAL AND LINES OF CREDIT

 

On March 31, 2016, there was a working capital deficit of approximately $117,000 compared to a deficit of approximately $232,000 at March 31, 2015. A working capital deficit at the end of the first quarter is typical for the Company due to the somewhat cyclical nature of the business. We believe that current cash needs can be met with the present cash balance and from working capital generated over the next 12 months. Additionally, the Company has letters of credit with various financial institutions with unused borrowing capacity of approximately $317,000, which may be drawn as needed.

  

CRITICAL ACCOUNTING POLICIES

 

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for IMS include the following:

 

REVENUE SOURCES AND REVENUE RECOGNITION

 

The Company and its subsidiaries earn revenues in both traditional cash dollars and in IMS trade dollars.

 

Cash Revenue

 

Cash income is earned through fees assessed when a member joins, transaction fees generated when clients earn or spend their trade dollars, annual and monthly maintenance fees, finance charges on delinquent accounts receivable, and event fees.

 

Trade Dollar Revenue

 

Trade revenue is similarly generated through initial membership fees, monthly maintenance fees, transaction fees and event fees. Occasionally the Company will accept a favorable trade ratio in lieu of a cash fee.

 

Revenue Recognition

 

All revenues are 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.

 

Transaction fees are recognized upon receipt of transactional information accumulated by our systems or reported by our clients.

 

Membership fees, monthly maintenance fees, finance charges, and other fees are billed monthly to members' accounts, and are recognized in the month the revenue is earned.

 

Use of Trade Dollars

 

The Company uses earned trade dollars to purchase various goods and services required in its operations. All barter transactions are reported at the estimated fair value of the products or services received.

 

Occasionally, the Company sells IMS trade dollars for US dollars. The cash received in these sales is included in gross revenue and the carrying value of the trade dollars up to the value of the cash received is netted against revenue, with any excess cost included in selling, general and administrative expenses.

 

 9 

 

 

RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Accounts receivable are stated at face value, net of the allowance for bad debts. Finance charges on receivables are calculated using the simple interest method on the amount outstanding.

 

The allowance for bad debts is maintained at a level that is management's best estimate of probable bad debts incurred as of the balance sheet date. Management's determination of the adequacy of the allowance is based on an evaluation of the accounts receivable, past collection experience, current economic conditions, volume, growth and composition of the accounts receivable, and other relevant factors. Actual results may differ from these estimates. The allowance is increased by provisions for bad debts charged against income and decreased by accounts written off as uncollectable.

 

GOODWILL AND MEMBERSHIP LISTS

 

Goodwill and membership lists are stated at cost and arise when IMS acquires another company or the assets of another trade exchange. Membership lists are amortized over the estimated life of ten years.

 

The Company tests goodwill and intangible assets at least annually for impairment, or when facts and circumstances indicate impairment is probable. It is the Company’s policy to test impairment at the end of each year. Therefore, no impairment of goodwill or membership lists was recorded in the first three months of 2016.

 

INCOME TAXES

 

The Company accounts for income taxes in accordance with FASB ASC 740. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Management does not anticipate that any recently issued, but not yet effective, accounting pronouncements will materially impact the Company’s financial condition.

 

OFF BALANCE SHEET ARRANGEMENTS

 

We do not have any off balance sheet arrangements or other relationships with unconsolidated entities.

 

ITEM 3    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required by Smaller Reporting Companies.

 

ITEM 4    CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of management, including our Chief Executive Officer (principal executive officer)  and Chief Financial Officer (principal financial officer), we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 

 

Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Based on our evaluation under the framework in Internal Control — Integrated Framework (2013) issued by COSO, our management concluded that our internal control over financial reporting was effective as of March 31, 2016.

 

 10 

 

 

Changes in Internal Control over Financial Reporting

 

There was no change in internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting .

 

PART II OTHER INFORMATION

 

Item 1    Legal Proceedings

 

In the ordinary course of business, the Company is occasionally involved in litigation, both as plaintiff and defendant. Management either litigates or settles claims after evaluating the merits of the actions and weighing the costs of settling vs. litigating. There are currently no open litigation matters which the Company feels will result in a material loss.

 

Item 1A   Risk Factors

 

Not applicable for Smaller Reporting Companies.

 

Item 2   Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) and (b) There were no unregistered sales of equity securities.

 

(c) Repurchases were as follows:

 

Period  Total
Number
of Shares
Purchased
   Average
Price Paid
Per Share
   Maximum
Number of Shares That May
Yet be
Purchased Under the Plans
 
Purchase related stock buyback guarantees            
January 1 to January 31, 2016   723   $30.00    - 
February 1 to February 29, 2016   -   $-    - 
March 1 to March 31, 2016   -   $-    - 
               
Board Authorized repurchase plan               
January 1 to January 31, 2016   -   $-    - 
February 1 to February 29, 2016   -   $-    - 
March 1 to March 31, 2016   1,100   $10.99    unlimited 

 

Item 3    Defaults Upon Senior Securities

 

None

 

Item 4    Mine Safety Disclosures

 

No applicable items for disclosure.

 

Item 5    Other Information

 

None

 

 11 

 

 

Item 6    Exhibits and Reports on Form 8-K

 

(a)   Exhibits

 

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
   
31.2 Certification of Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
   
32.1  Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2  Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

(b)   Reports on Form 8-K

 

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INTERNATIONAL MONETARY SYSTEMS, LTD.

 

Signatures

 

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 thereunto duly authorized.

 

International Monetary Systems, Ltd.

(Registrant)

 
 
/s/ John E. Strabley  
John E. Strabley, Chief Executive Officer  
(Principal Executive Officer)  
   
May 10, 2016  
   
/s/ David A. Powell  
David A. Powell, Chief Financial Officer  
(Principal Accounting and Financial Officer)  
   
May 10, 2016  

  

 

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