U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2001.
[ ] Transition report under Section 13 or 15(d) of the Exchange Act.
For the transition period from _______________ to _______________
Commission file number 001-15563
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IPI, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
MINNESOTA 41-1449312
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
8091 WALLACE ROAD
EDEN PRAIRIE, MN 55344
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(Address of Principal Executive Offices)
(952) 975-6200
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(Issuer's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name, Former Address and Former Fiscal Year, If Changed Since
Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 __X__ No _____
As of June 29, 2001, there were 4,859,087 Common Shares outstanding.
Page 1 of 13
IPI, INC.
Table of Contents
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of May 31,
2001 and November 30, 2000. 3
Condensed Consolidated Statements of Operations and
Comprehensive Income for the Three and Six Months Ended
May 31, 2001 and May 31, 2000. 4
Condensed Consolidated Statements of Cash Flows for
the Six Months Ended May 31, 2001 and May 31, 2000. 5
Notes to Condensed Consolidated Financial Statements. 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 8-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports of Form 8-K 11
Signatures 12
2
PART I. FINANCIAL INFORMATION
ITEM 1.
IPI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
May 31, November 30,
2001 2000
------------ ------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 980,000 $ 643,000
Short-term investments 2,395,000 81,000
Marketable equity securities 29,579,000 15,638,000
Trade accounts receivable, net 1,338,000 1,370,000
Current maturities of notes receivables, net of allowance of
$172,000 and $182,000 710,000 707,000
Inventories 196,000 242,000
Prepaid expenses and other 192,000 142,000
Deferred income taxes -- 1,173,000
------------ ------------
Total current assets 35,390,000 19,996,000
------------ ------------
PROPERTY AND EQUIPMENT:
Property and equipment 2,021,000 1,924,000
Less Accumulated depreciation (1,294,000) (1,148,000)
------------ ------------
Property and equipment, net 727,000 776,000
NOTES RECEIVABLE, net of current maturities and allowance of
$637,000 and $523,000 692,000 753,000
GOODWILL AND OTHER INTANGIBLES, net 3,274,000 3,393,000
------------ ------------
$ 40,083,000 $ 24,918,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 564,000 $ 676,000
Margin loans -- 4,438,000
Accrued compensation 153,000 189,000
Accrued financing liabilities 145,000 145,000
Deferred revenues 144,000 200,000
Income taxes payable 1,690,000 --
Deferred income taxes 4,878,000 --
Other accrued liabilities 629,000 689,000
------------ ------------
Total current liabilities 8,203,000 6,337,000
------------ ------------
LONG-TERM CAPITAL LEASE OBLIGATIONS 68,000 105,000
SHAREHOLDERS' EQUITY:
Common Stock, $.01 par value, 15,000,000 shares authorized:
4,859,000 and 4,859,000 shares issued and outstanding 49,000 49,000
Additional paid-in capital 15,769,000 15,769,000
Retained earnings 7,291,000 3,032,000
Unrealized gain (loss) on marketable securities available for
sale, net of income tax effects 8,703,000 (374,000)
------------ ------------
Total shareholders' equity 31,812,000 18,476,000
------------ ------------
$ 40,083,000 $ 24,918,000
============ ============
The accompanying notes are an integral part of these consolidated
balance sheets.
3
IPI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended Six Months Ended
May 31, May 31,
---------------------------- -----------------------------
2001 2000 2001 2000
---------------------------- -----------------------------
REVENUES:
Insty-Prints royalty and franchise fees $ 1,175,000 $ 1,256,000 $ 2,080,000 $ 2,229,000
Printing supplies and services 539,000 678,000 1,036,000 1,359,000
Company-owned print locations 256,000 463,000 617,000 882,000
Change of Mind Learning royalty fees and
other income 15,000 36,000 30,000 56,000
Other income 78,000 83,000 156,000 169,000
------------ ------------ ------------ ------------
Total Revenues 2,063,000 2,516,000 3,919,000 4,695,000
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Insty-Prints franchise and printing
operations:
Cost of sales--supplies and services 385,000 489,000 763,000 1,009,000
Cost of sales--print locations 71,000 121,000 173,000 259,000
Selling, general and administrative 1,062,000 1,284,000 2,247,000 2,579,000
Amortization of goodwill 48,000 63,000 96,000 125,000
------------ ------------ ------------ ------------
Total Costs and Expenses 1,566,000 1,957,000 3,279,000 3,972,000
------------ ------------ ------------ ------------
Change of Mind Learning franchise
operations:
Selling, general and administrative 400,000 160,000 787,000 260,000
Amortization of goodwill 11,000 12,000 23,000 19,000
------------ ------------ ------------ ------------
Total Costs and Expenses 411,000 172,000 810,000 279,000
------------ ------------ ------------ ------------
OPERATING INCOME (LOSS) 86,000 387,000 (170,000) 444,000
OTHER INCOME (EXPENSE)
Interest and dividends on investments 42,000 72,000 85,000 288,000
Interest expense on margin loans 0 0 (57,000) --
Net gain on disposal of securities & other 4,000 466,000 7,240,000 470,000
assets 46,000 538,000 7,268,000 758,000
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAX 132,000 925,000 7,098,000 1,202,000
INCOME TAX EXPENSE 53,000 370,000 2,839,000 481,000
------------ ------------ ------------ ------------
NET INCOME $ 79,000 $ 555,000 $ 4,259,000 $ 721,000
============ ============ ============ ============
BASIC AND DILUTED EARNINGS PER
COMMON SHARE $ 0.02 $ 0.11 $ 0.88 $ 0.15
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON SHARE EQUIVALENTS OUTSTANDING
- BASIC 4,859,000 4,859,000 4,859,000 4,835,000
============ ============ ============ ============
- DILUTED 4,859,000 4,859,000 4,859,000 4,835,000
============ ============ ============ ============
OTHER COMPREHENSIVE INCOME, NET OF TAX (NOTE 1):
Net Income $ 79,000 $ 555,000 $ 4,259,000 $ 721,000
Unrealized gain (loss) on marketable
securities available for sale, net of
income tax effects 3,360,000 424,000 9,077,000 361,000
------------ ------------ ------------ ------------
Total Comprehensive Income $ 3,439,000 $ 979,000 $ 13,336,000 $ 1,082,000
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated statements.
4
IPI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
May 31,
-----------------------------
2001 2000
-----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,259,000 $ 721,000
Adjustments to reconcile net income to net cash provided by (used
in) operating activities-
Depreciation and amortization 228,000 261,000
Realized gain on sale of marketable securities (7,232,000) --
Net change in other operating items:
Trade accounts receivable 32,000 (1,000)
Inventories 45,000 29,000
Prepaid expenses and other (50,000) (79,000)
Accounts payable, deferred revenues and other accrued
liabilities 1,426,000 221,000
------------ ------------
Net cash provided by (used in) operating activities (1,292,000) 1,152,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (97,000) (96,000)
Sale (purchases) of short-term investments, net (2,314,000) (1,960,000)
Purchase of marketable equity securities (4,905,000) --
Sale of marketable equity securities 13,325,000 914,000
Change in notes receivable, net 58,000 112,000
Purchase of Dreamcatcher -- (560,000)
------------ ------------
Net cash provided by (used in) investing activities 6,067,000 (1,590,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Retirement of margin loans (4,438,000) --
Increase (decrease) in cash and cash equivalents 337,000 (438,000)
CASH AND CASH EQUIVALENTS, beginning of the period 643,000 2,022,000
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 980,000 $ 1,584,000
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 1,144,000 $_252,000
============ ============
The accompanying notes are an integral part of these consolidated statements.
5
IPI, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying interim condensed consolidated financial statements of
IPI, Inc. (IPI or the Company) and its wholly owned subsidiaries,
Insty-Prints, Inc. ("Insty-Prints") and Change of Mind Learning Systems,
Inc. (Change of Mind Learning) are unaudited; however, in the opinion of
management, all adjustments necessary for a fair presentation of such
financial statements have been reflected in the interim periods presented.
Such adjustments consisted only of normal recurring items and all
inter-company transactions have been eliminated in consolidation. The
significant accounting policies, certain financial information and footnote
disclosures that are normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States, but which are not required for interim reporting purposes, have
been condensed or omitted. The operating results for the interim periods
presented are not necessarily indications of the operating results to be
expected for the full fiscal year. The accompanying financial statements of
the Company should be read in conjunction with the Company's audited
financial statements for the years ended November 30, 2000 and 1999 and the
notes thereto included in the Company's Form 10-KSB.
In 1999, 2000 and 2001, marketable equity securities were purchased to
enhance returns on cash funds. In accordance with Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt
and Equity Securities, these securities are shown on the balance sheet at
market value and unrealized gains (losses) are reflected as a separate
component of shareholders equity, net of income tax effects.
The Company closed its Dallas Insty-Prints business that was established in
April of 1999 through the acquisition of Regency. A charge for the
estimated expenses of $840,000 to close the store was recorded effective
November 30, 2000. The expenses relate to losses expected in the sale of
equipment and furniture, the write-off of unamortized goodwill, costs to
settle lease obligations and employee terminations. As of May 31, 2001, the
accrued expense balance related to the store closing charge was
approximately $293,000.
The Company is engaged in two business segments -- the franchising and
operating of business printing centers under the trade name of
Insty-Prints(R) and franchising and operating supplemental private learning
centers under the trade name Change of Mind Learning Systems(R) (formerly
Dreamcatcher Franchise Corporation).
Statement of Financial Accounting Standards (SFAS) No. 133 -- "Accounting
for Derivative Instruments and Hedging Activities" was issued during June
1998 and, as amended by SFAS No. 137, establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires the recognition of all derivatives as either assets or liabilities
in the statement of financial position and the measurement of those
instruments at fair value. SFAS No. 133 was effective for the Company
beginning December 1, 2000. The adoption of SFAS No. 133 did not have a
material impact on the Company's consolidated results of operations,
financial position or cash flows.
6
1. ACQUISITIONS
In April 1999, Texas IPI, L.P. purchased the printing related assets and
assumed the facility and printing equipment leases of Regency Plaza
Printing and Office Supplies, Inc. (Regency), located in Dallas, Texas. The
consideration paid of $431,000 exceeded the fair value of assets received
by $234,000 of goodwill that was being amortized on a straight-line basis
over fifteen (15) years. The assets purchased include furniture, computers,
leasehold improvements, customer list and various printing equipment items.
Leases assumed were primarily for presses, copiers and related printing
equipment and the business facility. The operations of Texas IPI, L.P. are
included in the IPI Statement of Operations from the date of acquisition.
As noted in Note 1, this business was closed and a charge of $840,000 has
been recognized as of November 30, 2000 for related expenses.
In January 2000, the Company acquired substantially all the assets of
Dreamcatcher Franchise Corporation and Dreamcatcher Learning Centers, Inc.
(together, Dreamcatcher). The acquisition costs included the assumption of
$395,000 in obligations, legal and other related costs of $40,000, a cash
payment of $125,000, the issuance of 125,000 shares of the Company's stock
with a valuation of $187,000 and a future maximum earn-out provision of
$375,000, based on the achievement of certain levels of operational
franchised learning centers. Through the period ended May 31, 2001, no
earn-out provisions were earned or paid. The acquisition price and costs
exceeded the fair value of assets received by $666,000, which has been
recorded as goodwill that is being amortized on a straight-line basis over
15 years. The assets purchased include furniture, computers, leasehold
improvements and receivables.
Subsequently, the name of the company was changed to Change of Mind
Learning Systems, Inc. Change of Mind Learning franchises the
establishment, development and operation of facilities providing
supplemental private education services to people of all ages using
personalized assessments with direct instruction in reading, writing,
spelling, math, study skills, G.E.D. preparation and college preparation.
As of May 31, 2001, there was one operating franchise location and one
corporate-owned learning center.
2. SIGNIFICANT INVESTMENT TRANSACTIONS:
Through a series of purchases during the period from April 24, 2000 to
September 25, 2000, the Company acquired 2,175,500 shares of common stock
of Conseco, Inc. (NYSE: CNC), an Indiana based insurance and financial
services company. The Company paid approximately $16,261,000 in total
consideration for the 2,175,500 shares; all but $4,438,000 of which was
financed from the working capital of the Company.
In January 2001, the Company sold 815,100 shares of its holdings in
Conseco, Inc. common stock and realized proceeds of $13,325,000 for a
pre-tax gain of approximately $7,232,000. The after-tax gain was
approximately $4,339,000 or $0.89 per share. Approximately $4,438,000 of
the proceeds from the sale was used to re-pay all margin loans incurred
when shares were purchased. The Company's total holdings in Conseco, Inc.
constitute less than 1% of the approximately 325,264,000 outstanding shares
of common stock of Conseco, Inc. On March 8, 2001, the Company acquired
337,600 shares of common stock of Conseco, Inc. The Company paid
approximately $4,905,000 in consideration for the 337,600 shares, which was
financed from working capital of the Company. The Company now holds
1,698,000 shares of Conseco common stock at an approximate cost of
$15,074,000 or $8.88 per share.
The shares were purchased for investment purposes only and the Company has
no relationship to Conseco, Inc. other than that of shareholder. All shares
were purchased in open market transactions.
From time to time, the Company has invested and may invest in other
businesses or companies other than its core businesses of franchising and
operating fast turnaround business printing operations and franchising
learning centers. Although the Company has invested in other businesses or
companies, the Company does not intend to become an investment company and
intends to remain primarily an operating company.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
As of May 31, 2001, the Company, through its wholly owned subsidiary
Insty-Prints, had 215 franchise locations and one Company-owned store and,
through Dreamcatcher, had one franchise location and one Company-owned location.
RESULTS OF OPERATIONS
The following table sets forth certain statements of operations data as a
percentage of sales for the periods indicated:
Quarter Ended Six Months Ended
May 31, May 31,
------------------------------------------------
2001 2000 2001 2000
------------------------------------------------
Revenues:
Insty-Prints royalty and franchise fees 57.0% 49.9% 53.1% 47.5%
Printing supplies and services 26.1 27.0 26.4 28.9
Company-owned print locations 12.4 18.4 15.7 18.8
Change of Mind Learning royalty fees & other income 0.7 1.4 0.8 1.2
Other income 3.8 3.3 4.0 3.6
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
----- ----- ----- -----
Costs and expenses:
Insty-Prints franchise and printing operations:
Cost of sales--supplies and services 18.7 19.4 19.5 21.5
Cost of sales--print locations 3.4 4.8 4.4 5.5
Selling, general and administrative 51.5 51.1 57.3 54.9
Amortization of goodwill 2.3 2.5 2.4 2.7
----- ----- ----- -----
75.9 77.8 83.6 84.6
----- ----- ----- -----
Change of Mind Learning franchise operations:
Selling, general and administrative 19.4 6.3 20.1 5.5
Amortization of goodwill 0.5 0.5 0.6 0.4
----- ----- ----- -----
19.9 6.8 20.7 5.9
----- ----- ----- -----
Operating income (loss) 4.2 15.4 (4.3) 9.5
----- ----- ----- -----
Other income (expense):
Interest and dividends on investments 2.0 2.9 2.2 6.1
Interest expense on margin loans 0.0 0.0 (1.5) 0.0
Net gain on disposal of securities and other assets 0.2 18.5 184.7 10.0
----- ----- ----- -----
2.2 21.4 185.4 16.1
Income before income tax 6.4 36.8 181.1 25.6
----- ----- ----- -----
Income tax expense 2.6 14.7 72.4 10.2
----- ----- ----- -----
Net income 3.8% 22.1% 108.7% 15.4%
===== ===== ===== =====
8
Revenues. Total revenues for the three months ended May 31, 2001,
consisting of royalties, sales of printing supplies and services, company-owned
print and learning centers, and other income, totaled $2,063,000, a decrease of
$453,000 or 18% compared to the three months ended May31, 2000. Total revenues
for the six months ended May 31, 2001, of $3,919,000 were $776,000 or 16.5%
below the six months ended May 31, 2000
As expected, Insty-Prints royalty and franchise fees of $1,175,000 in the
second quarter of 2001 were 6.4% below the 2000 first quarter of $1,256,000. For
the six months ended May 31, 2001, royalty revenue was $2,080,000 a decrease of
$149,000 or 6.7% less that the same period a year ago. The decrease in royalty
and franchise fees was due primarily to a decline in the number of franchised
locations in 2001 compared to 2000.
Sales of printing supplies and services for the second quarter of 2001
decreased to $539,000 from $678,000 in 2000 or 20.5%. For the six months ended
May 31, 2001, sales of printing supplies and services were $1,036,000 or 23.8%
below sales of $1,359,000 for the same period a year ago. The decrease in sales
for 2001 resulted primarily from reduced sales of copier supplies due to such
products now being provided for in copier leases. Additionally, direct mail
services sales decreased due to reduced demand from franchise owners.
Sales at Company-owned Insty-Prints decreased to $256,000 for the second
quarter of 2001, compared to $463,000 for the same quarter a year ago. For the
six months ended May 31, 2001, sales of printing supplies and services were
$617,000 or 30% below sales of $882,000 for the same period a year ago. The
Dallas print business was closed in early February 2001, which reduced sales in
both periods of 2001 compared to 2000.
Change of Mind Learning royalties and other income were $15,000 for the
second quarter of 2001, compared to $36,000 for the same period a year ago. For
the six months ended May 31, 2001 royalties and other income was $30,000 or 46%
below sales of $56,000 for the same period a year ago. This business began
operations in January 2000 and is in its early stage of development.
Other income was $78,000 for the quarter ended May 31, 2001, which is a
decrease of $5,000 or 6.0% from the same quarter a year ago. For the six months
ended May 31, 2001, other income was $156,000 or 7.7% below sales of $169,000
for the same period a year ago. For the both periods of 2001, other income was
less due primarily to decreased levels of notes receivable that are outstanding
on which interest income is earned.
Cost of Sales--Printing Supplies and Services. Cost of sales decreased to
$385,000 for the second quarter of 2001 from $489,000 for 2000, a decrease of
21.3% for the quarter. For the six months ended May 31, 2001, the cost of sales
of printing supplies and services were $763,000 or 24.4% below sales of
$1,009,000 for the same period a year ago. The decrease in the second quarter
and six months ended May 31, 2001, is the result of a related decrease in
product sales, as mentioned previously. Margins on printing supplies and
services for the three months ended May 31, 2001 were 28.6% compared to 27.9%
for the same period in 2000 and for the six months ended May 31, 2001 were 26.4%
compared to 25.8% for the same period in 2000.
Cost of Sales--Company-owned Print Locations. Cost of sales decreased to
$71,000 for the second quarter of 2001 compared to $121,000 for the same quarter
a year ago. For the six months ended May 31, 2001, cost of sales were $173,000
or 33.2% less than the $259,000 for the same period a year ago. Cost of sales
decreased due to decreased sales in 2001 as a result of closing a printing
business in early February 2001.
9
Insty-Prints Selling, General and Administrative Expenses. Selling, general
and administrative expenses decreased to $1,062,000 for the second quarter of
2001 from $1,284,000 for the same period in 2000, a decrease of 17.3%. For the
six months ended May 31, 2001, expenses were $2,247,000 or 12.9% less than the
$2,579,000 of expenses for the same period a year ago. Expenses decreased in
both periods of 2001 primarily due to reduced staffing and allocation of certain
expenses to Change of Mind Learning.
Insty-Prints Amortization of Goodwill. Amortization of goodwill decreased
to $48,000 in the second quarter of 2001 compared to $63,000 in the same quarter
a year ago. For the six months ended May 31, 2001, amortization was $96,000 or
23.2% below the $125,000 for the same period a year ago. The decrease for both
periods of 2001 resulted from the closing of a printing business, effective
November 30, 2000, and goodwill related to an intangible asset was fully
amortized in May 2000.
Change of Mind Learning Franchise Operations. Selling, general and
administrative expenses were $400,000 for the second quarter of 2001, reflecting
an increase of $240,000 from the second quarter of 2000. For the six months
ended May 31, 2001, expenses were $787,000 or 203% greater than the $260,000 of
expenses for the same period a year ago. Expenses increased due to increased
developmental efforts in both periods of 2001.
Provision for Income Taxes. The Company's effective combined federal and
state income tax rate is estimated to be 40% for 2001 and was 40% for 2000.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended May 31, 2001, the Company used funds of
$1,292,000 from operating activities; a decrease of $2,444,000 from $1,152,000
of funds provided from operating activities for the six months ended May 31,
2000.
During the six months ended May 31, 2001, investment activities of the
Company included the purchase of $2,314,000 of short-term investments, the sale
of $13,325,000 of marketable equity securities held for sale and purchase of
$4,905,000 of maketable equities held for sale. Financing activities for the six
months ended May 31, 2001 included the retirement of margin loans of $4,438,000.
The Company has no bank debt or credit facility. Operations are funded from
cash generated by the business.
Certain franchise owners have financed their equipment purchases through a
$6,000,000 equipment financing facility established with U.S. Bank Business
Finance Corporation by Insty-Prints for the benefit of the franchise owners.
However, future use of this financing program was terminated in April 2000. This
facility is guaranteed by the Company and Insty-Prints, whose contingent
liability under this agreement is the lesser of the outstanding balance or
$2,400,000. A loss reserve of $145,000 is recorded on the balance sheet at May
31, 2001, representing estimated losses on this guarantee. The approximate
aggregate balance outstanding under this facility as of May 31, 2001 was
$608,000.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. With the exception of historical matters, the matters
discussed herein are forward-looking statements that involve risks and
uncertainties. These forward-looking statements are based on management's goals,
estimates, assumptions and projections. Actual results and events could differ
materially from those projected, anticipated or implicit in the forward-looking
statements as a result of certain risk factors. These factors include, but are
not limited to, increased competition from other business printing centers,
reduced demand for printed media, lack of experience in the supplemental private
education market, increased competition from other providers of educational
services, greater start-up costs than expected and other factors of which the
Company is unaware at this time. If any of these risks were to materialize,
royalty revenue from franchised locations and sales of products to such
locations by the Company would be reduced, thus reducing revenue and profits.
The preceding discussion of financial condition and results of operations
should be read in conjunction with the financial statements and the related
notes thereto appearing elsewhere herein.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiary are involved in various legal
proceedings arising in the normal course of business, none of which is
expected to result in any material loss to the Company or its
subsidiary.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to Vote of Security Holders
On approximately April 10, 2001, proxy statements were mailed to the
holders of record of 4,859,087 shares of common stock to solicit
proxies in connection with the Annual Meeting of Shareholders on April
30, 2001. Two proposals, as follow, were submitted and approved by a
vote of shareholders.
(a) Election of Directors - all current directors (Robert J.
Sutter, Dennis M. Mathisen, Irwin L. Jacobs, Daniel T.
Lindsay, Howard Grodnick and David C. Oswald) were up for
re-election to terms of one year.
(b) Ratification and Appointment of Independent Auditors -
Arthur Andersen LLP.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K Page
----
(a) Exhibits.
*11 Statement Re: Computation of per share earnings 13
(b) Reports on Form 8-K.
The Company filed a Form 8-K report on March 19, 2001 related to
the purchase of Conseco common stock, which is classified as
marketable equity securities held for sale.
The Company filed a Form 8-K report on June 6, 2001, regarding a
change in the company's certifying accountants and announcing the
appointment of two additional Directors to its Board of
Directors.
-----------------------------
*Filed herewith
11
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.
Dated: July 3, 2001 IPI, Inc.
By: /S/ Robert J. Sutter
--------------------------------------------
Robert J. Sutter
President and Chief Executive Officer
(Principal Executive Officer)
By: /S/ David M. Engel
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David M. Engel
Chief Financial Officer
(Principal Financial and Accounting Officer)
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