UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 1996. Commission File Number: 0-12661 Exact Name of Registrant as Specified in its Charter: IMTEC, Inc. State of Incorporation: Delaware IRS Employer Identification Number: 03-0283466 Address of Principal Executive Offices: One Imtec Lane Bellows Falls, VT 05101 Registrant's Telephone Number: 802-463-9502 Indicate by check mark whether the registrant (1) has filled all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorted period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [ ] NO APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common shares outstanding as of May 1, 1996, 1,545,088 IMTEC, INC. INDEX Page # Part I Financial Information Condensed Balance Sheets - March 31, 1996 and June 30, 1995 3 - 4 Condensed Statements of Income - Three Months and Nine Months Ended March 31, 1996 and 1995 5 Condensed Statements of Cash Flows Three Months and Nine Months Ended March 31, 1996 and 1995 6 Notes to Condensed Financial Statements 7 - 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II Other Information Item 4 Submission of Matters to a Vote of Security Holders 11 Item 6 Exhibits and Reports on Form 8-K 11 Signatures 12 PART I - FINANCIAL INFORMATION IMTEC, INC. CONDENSED BALANCE SHEETS March 31, June 30, 1996 1995 . (Unaudited) * ASSETS Current Assets: Cash $ 562,138 $ 285,727 Marketable Securities 300,000 400,000 Accounts and notes receivable: Trade, less allowance for doubtful accounts: March 31, 1996 - $102,728 June 30, 1995 - $101,042 1,358,160 1,640,008 Inventories 1,232,991 1,241,964 Prepaid expenses and deferred charges 142,307 78,683 Deferred income tax 148,489 148,489 Total Current Assets 3,744,085 3,794,871 Plant and equipment 3,547,073 3,266,232 Less: Accumulated depreciation 2,500,349 2,237,151 1,046,724 1,029,081 Other Assets: Deposits 13,267 28,205 Computer software less accumulated amortization of $372,525 in 1996 and $317,718 in 1995, 122,572 161,160 Other intangibles less accumulated amortization of, $429,120 in 1996 and $362,535 in 1995 219,227 254,859 355,066 444,224 $ 5,145,875 $ 5,268,176 ========= ========= * From audited financial statements. The accompanying notes are an integral part of these condensed financial statements. PART I - FINANCIAL INFORMATION IMTEC, INC. CONDENSED BALANCE SHEETS (CONTINUED) March 31, June 30, 1996 1995 . (Unaudited) * LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Notes payable - bank $ 0 $ 0 Current installments of long term debt 0 0 Current capital lease obligations 0 0 Accounts payable 334,276 636,721 Income tax payable 21,595 4,161 Accrued liabilities Salaries and wages 84,681 358,750 Commissions 167,150 67,113 Other 336,681 801,872 Total Current Liabilities 944,383 1,868,617 Long term debt less current installments - - Long term capital lease obligations - - 944,383 1,868,617 Stockholder's equity: Common stock - $.01 par value; authorized 5,000,000 shares, issued and outstanding: 1,575,088 shares March 31, 1996 1,470,138 shares June 30, 1995 15,451 14,701 Additional paid-in capital 2,375,903 2,199,689 Retained Earnings 1,810,138 1,185,169 Total Stockholder's Equity 4,201,492 3,399,559 $ 5,145,875 $ 5,268,176 ======== ======== * From audited financial statements. The accompanying notes are an integral part of these condensed financial statements. IMTEC, INC. CONDENSED STATEMENTS OF INCOME (Unaudited) Nine Months Ended Three Months Ended March 31, March 31, 1996 1995 1996 1995 Net Sales $7,072,244 $7,839,741 $2,307,861 $3,724,778 Cost of Sales 3,862,624 4,473,703 1,176,841 2,175,528 Gross Profit 3,209,620 3,366,038 1,131,020 1,549,250 Selling, general and administrative expenses 1,705,678 2,001,693 615,666 964,262 Research and development expenses 484,131 503,756 178,176 247,054 Operating Profit 1,019,811 860,589 337,178 337,934 Other Income (Expenses): Miscellaneous income and other expenses 16,047 30,968 3,228 4,068 Interest Expense (33,835) (10,275) Income Before Income Taxes 1,035,858 857,722 340,406 331,727 Income Tax Expense 410,889 316,323 135,039 124,496 Net Income $ 624,969 $ 541,399 $ 205,367 $ 207,231 ======= ======= ======= ======= Weighted average number of common shares and common shares equivalents outstanding 1,570,144 1,472,069 1,583,623 1,479,986 Earnings per common share and common share equivalents $ .40 $ .37 $ .13 $ .14 ====== ====== ======= ====== The accompanying notes are an integral part of these condensed financial statements. IMTEC, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended Three Months Ended March 31, March 31, 1996 1995 1996 1995 Cash flows from operating activities: Net Earnings $624,969 $333,453 $205,367 $191,165 Adjust, to reconcile net earnings to, net cash provided by operating activities: Depreciation & amortization of property plant, equipment and other assets 384,590 239,666 128,954 117,608 Decrease(inc.) in accounts receivable 281,848 (585,490) (217,580) (181,642) Decrease(inc.) income tax refundable 163,576 50,890 Decrease (inc.) in inventory 8,973 (469,809) 86,977 (422,561) Decrease (inc.) in prepaid expenses and other assets (48,686) (25,895) (20,577) (10,223) Increase (dec.) in accounts payable (302,445) 330,545 20,970 315,715 Increase (dec.) in income tax payable 17,434 30,144 48,028 30,144 Increase (dec.) in accrued liabilities (639,223) 367,290 (148,524) 265,823 Net cash from by operating activities 327,460 383,480 103,615 356,955 Cash flows from (used in) investment activities: Expenditures for property & equipment, computer software and other intangible assets (328,013) (173,536) (42,834) (98,789) Net cash used in invest. activities (328,013) (173,536) (42,834) (98,789) Cash flows from (used in) financing activities: Principal notes payable to bank (149,224) (253,454) Proceeds from new long term debt Principal payments on long term debt (51,019) (16,641) Principal payments under capital lease obligations (6,171) (3,694)) Proceeds from issuance of stock 176,964 4,751 149,463 2,748 Net cash provided by finance activities 176,964 (201,663) 149,463 (271,041) Net increase (decrease) in cash 176,411 8,281 210,244 (12,875) Cash at the beginning of period 685,727 3,627 651,894 24,783 Cash at the end of period 862,138 $ 11,908 $ 862,138 $ 11,908 ======= ======= ======= ======= Supplemental Information Disclosures: Interest paid $ 23,561 $ 13,077 Income tax paid $ 394,344 $ 256,913 $ 87,900 $ 255,535 ,The accompanying notes are an integral part of these condensed financial statements. IMTEC, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1 - Basis of Presentation The financial information included herein is unaudited: however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the nine month period ended March 31, 1996 are not necessarily indicative of the results to be expected for the full year. 2 - Inventories Inventories consist of: March 31, June 30, 1996 1995 Finished Products $ 24,041 $ 27,375 Work in Process 80,773 67,360 Purchased Components 1,128,177 811,020 $ 1,232,991 $ 905,755 ======== ======== Inventory cost consisted of the cost of purchased components and supplies, manufacturing labor and manufacturing overhead. 3 - Liability for Estimated Product Warranty On March 31, 1996 and June 30, 1995, the Company had provided $122,874 and $99,911 respectively, against future product warranties based on its experience with customer claims. Warranty expenses charged to income amounted to approximately $63,899 for the nine month period ended March 31, 1996 and $29,944 for the nine month period ended March 31, 1995. 4 - Earnings (Loss) per Common Share Primary earnings per share were computed by dividing net earnings (loss) by the weighted average number of shares of common stock equivalents outstanding during the year, if dilutive. Common stock equivalents (stock options and warrants) are assumed to be exercised when they are issued and the proceeds used to repurchase outstanding shares of the Company's common stock at the average price during the period. The fully-diluted computation is performed using the same method as for the primary computation, except that the proceeds from exercised stock options and warrants are assumed to be used to repurchase outstanding shares of the Company's common stock at the higher of the average or March 31, market price. The average number of common share and common share equivalents entering into the calculation of primary and fully-diluted earnings per share are as follows: Nine months ended March 31, 1996 1995 Common shares 1,497,766 1,358,750 Options 72,378 79,959 Warrants 0 28,556 Total for primary calculation 1,570,144 1,464,265 Options 0 6,599 Warrants 0 1,205 Total for fully-diluted calculation 1,570,144 1,472,069 ======= ======= Three months ended March 31, 1996 1995 Common shares 1,539,513 1,409,098 Options 44,110 66,887 Warrants 0 0 Total for primary calculation 1,583,623 1,475,985 Options 0 4,001 Warrants 0 0 Total for fully-diluted calculation 1,583,623 1,479.986 ======= ======= IMTEC, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three Months and Nine Months Ended March 31, 1996 as compared to Three Months and Nine Months Ended March 31, 1995 Revenues for the three months and nine months ended March 31, 1996 decreased approximately 38.0% and 9.8% respectively over the corresponding periods in 1995. Revenues from the sales of Industrial Equipment were $978,382 and $3,327,486 for the three and nine month periods ended March 31, 1996 compared to $2,326,489 and $4,105,272 for the same periods in 1995. Industrial Equipment sales represented 42.4% and 47.0% of total revenue for the three month and nine month periods ended March 31, 1996 compared to 62.5% and 52.4% respectively for the same periods last year. It should be noted that approximately $1,115,752 for the nine months ended March 31, 1996 represented sales to a single customer compared to approximately $1,540,080 and $2,267,517 respectively for the three month and nine month periods last year to the same customer. The contract with the above mentioned customer was completed in July, 1995 and, at this time, is not anticipated to be renewed. If these sales to the single customer were removed from both the current and previous years revenue figures, then, remaining revenues would show an increase of 24.4% for the three month period and a 20.3% increase for the nine month period over the corresponding periods of the previous year. Management believes that the upward trend in Industrial Equipment sales will continue due to a maturing sales force and new sales management direction. Equipment backlog, exclusive of the single customer mentioned above, was $289,348 at March 31, 1996 compared to $305,722 at March 31, 1995. While this represents a decrease in equipment backlog, it should be noted that production time for the majority of machines has decreased from 45 to 60 days in Fiscal 1995 to 15 to 30 days in the current year. Revenues from labels and printing supplies were $1,329,479 and $3,744,758 for the three month and nine month periods ended March 31, 1996 compared to $1,398,288 and $3,734,468 respectively for the same periods last year. Labels and printing supplies represented 57.6% and 53.0% of total revenue for the three month and nine month periods ended March 31, 1996 compared to 37.5% and 47.6% respectively for the same periods last year. Management believes that the decrease in sales of labels and printing supplies is attributable to an economic down turn in the businesses of the Company's primary customers. Cost of sales for the three months and nine months ended March 31, 1996 were 51.0% and 54.6% respectively, compared to 58.4% and 57.1% for the same periods in 1995. This reduction was achieved as the result of margin improvement and cost efficiencies applied to production that results in a decrease in the cost of material from 41.5% last year to 31.5% of sales for the three month period and from 38.6% last year to 35.0% of sales for the nine month period ended March 31, 1996. Selling, general and administrative expenses were $615,666 for the quarter ended March 31, 1996 and $1,705,678 for the nine months ended March 31, 1996, as compared to $964,262 and $2,001,693 respectively for the corresponding periods ended March 31, 1995. This decrease is primarily attributed to a decrease in compensation expense. Another cause in the decrease of the nine month expense was discussed in the December 31, 1995 10-Q, regarding the Vermont Supreme Court's ruling in favor of the Company, reversing a lower court's earlier ruling in favor of the plaintiff, in the amount of $175,000 plus interest. Total backlog, for all products, as of March 31, 1996 was approximately $1,212,000, all of which is shipable by June 30, 1996, compared to $2,500,000 as of March 31, 1995, about half of which was shipable by June 30, 1995. The March, 1995 backlog includes $1,318,616 for a single customer, of which $202,864 was shipable by June 30, 1995. Development and engineering expenses for the three months and nine months ended March 31, 1996 were $178,176 (7.7% of sales) and $484,131 (6.8% of sales) compared to $247,054 (6.6% of sales) and $503,756 (6.4% of sales), respectively, for the same periods last year. Income tax expense is a direct result of the Company's net income or loss before taxes. However, the tax expense for the previous year was affected by a $90,000 loss carry forward, There is no such carry forward for the current fiscal year. Net income for the three months and nine months ended March 31, 1996 was $205,367 and $624,969, respectively, compared to $207,231 and $541,399, respectively, for the same periods ended March 31, 1995. As of March 31, 1996, the Company's principal available sources of liquidity were, respectively, from operations and a $700,000 bank line of credit, all of which was available as of March 31, 1996. Accounts receivable decreased by $281,848, from $1,640,008 at June 30, 1995 to $1,358,160 at March 31, 1996, a direct result of the decrease in revenues from $2,433,105 for the quarter ended June 30, 1995 to $2,307,861 for the quarter ended March 31, 1996, and increased efficiencies in collections. Current liabilities have dropped from $1,868,617 at June 30, 1995 to $944,383 at March 31, 1996. This decrease is the result of a reversal by the Vermont Supreme Court of a judgment against the Company of approximately $210,000 discussed in the December 31, 1995 10-Q, recognition of a prepaid deposit of approximately $329,000 that was released when product shipped to the above mentioned single customer and early payment discounts offered by the Company's vendors. The Company's capital commitments for fiscal 1996 are expected to be at the same level as fiscal 1995. The Company believes that it will be able to offset the effects of inflation by selected price increases in its products, although it can give no assurances in this regard. PART II - OTHER INFORMATION Item 1 - Legal Proceedings None Item 2 - Changes in Securities Not applicable Item 3 - Defaults Upon Senior Securities None Item 4 - Submission if Matters to a Vote of Security Holders A. December 4, 1995 - Annual Meeting of Stockholders B. Election of Directors - all nominees elected C. Proposal to Ratify Election of KPMG Peat Marwick LLP as Independent Certified Public Accountants for the Company's fiscal year ending June 30, 1996. Item 5 - Information None Item 6 - Exhibits and Reports on Form 8-K None 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 hereunto duly authorized. IMTEC, INC. BY:_______/s/ Richard L. Kalich___________ Richard L. Kalich President & Chief Executive Officer BY:______/s/ George S. Norfleet III________ George S. Norfleet III Secretary / Treasurer