UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 0-13042
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Infinite Graphics Incorporated
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(Exact name of small business issuer as specified in its charter)
Minnesota 41-0956693
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4611 East Lake Street, Minneapolis, Minnesota 55406
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(Address of principal executive offices)
(612) 721-6283
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(Issuer's telephone number)
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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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,024,797 common shares as of August
30, 2001.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFINITE GRAPHICS INCORPORATED
BALANCE SHEETS
July 31, 2001 April 30, 2001
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ASSETS Unaudited
CURRENT ASSETS:
Cash $ 131,326 $ 67,917
Accounts receivable, less allowance for doubtful accounts
of $163,000 and $178,000, respectively 1,288,440 1,430,514
Receivable from Related Party 95,450 171,687
Inventories 477,347 436,604
Prepaid expenses and other 98,597 122,392
Equipment Deposit 500,000 500,000
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TOTAL CURRENT ASSETS 2,591,160 2,729,114
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Property and Equipment, Net $ 2,914,976 3,139,250
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Other Assets:
Purchased Software, Net 93,032 106,808
Investment in Joint Venture 162,715 --
Intangibles and other assets, net 322,586 21,155
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6,084,469 5,996,327
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable, bank $ 608,358 $ 421,761
Current maturities of long-term debt 490,854 459,236
Trade Accounts Payable 625,819 557,006
Accrued Expenses:
Compensation 403,955 418,267
Other 537,732 468,884
Deferred Revenue 123,503 155,685
Customer deposit 500,000 500,000
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TOTAL CURRENT LIABILITIES 3,290,221 2,980,839
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Long-Term Debt, less current maturities 1,063,169 1,202,466
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LOSSES IN EXCESS OF INVESTMENT OF JOINT VENTURE -- 5,574
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY:
Common stock, no par value; authorized 10,000,000 shares
Issued and outstanding 3,024,797 and 3,024,797 respectively 4,681,697 4,681,697
Accumulated deficit (2,950,618) $(2,874,249)
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TOTAL STOCKHOLDERS' EQUITY 1,731,079 1,807,448
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$ 6,084,469 $ 5,996,327
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See Notes to Financial Statements.
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PART 1 - FINANCIAL INFORMATION (CONTINUED)
INFINITE GRAPHIC INCORPORATED
STATEMENT OF OPERATIONS
UNAUDITED
THREE MONTH PERIOD
ENDED JULY 31,
2001 2000
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REVENUES:
Net sales $ 2,039,136 $ 2,586,170
Other income 1,458 6,045
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TOTAL REVENUES 2,040,594 2,592,215
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COSTS AND EXPENSES:
Costs of products sold 1,745,000 1,781,640
Selling, general and administrative 485,030 647,766
Interest expense 55,222 70,516
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TOTAL COSTS AND EXPENSES 2,285,252 2,499,922
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INCOME (LOSS) FROM OPERATIONS (244,658) 92,293
Equity in earnings of joint venture 168,289 --
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NET INCOME (LOSS) $ (76,369) $ 92,293
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Earnings (loss) per share data:
Basic earnings (loss) per share $ (.03) $ .03
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Basic weighted-average common shares outstanding 3,024,797 2,899,193
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Diluted earnings (loss) per share $ (.03) $ .03
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Diluted weighted-average common shares outstanding 3,024,797 3,159,018
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See Notes to Financial Statements.
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INFINITE GRAPHICS INCORPORATED
STATEMENTS OF CASH FLOWS
UNAUDITED
THREE MONTH PERIOD
ENDED JULY 31,
2001 2000
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Cash Flows From Operating Activities
Net income (loss) $ (76,369) $ 92,293
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
Depreciation and amortization 266,151 235,731
Contingent acquisition price financed through the reduction of
accounts receivable (120,062) (161,076)
Equity in earnings of joint venture (168,289) --
Changes in assets and liabilities:
Accounts receivable 218,313 (29,820)
Inventories (40,743) 5,109
Prepaid expenses and other 23,795 2,621
Other assets (83,960) --
Accrued expenses and deferred revenue 91,167 39,240
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NET CASH PROVIDED BY OPERATING ACTIVITIES 110,003 184,098
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (125,510) (131,653)
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NET CASH USED IN INVESTING ACTIVITIES (125,510) (131,653)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on revolving credit agreement 186,598 (96,476)
Principal payments on long-term debt and capital lease
obligations (107,682) (81,244)
Proceeds from issuance of Common Stock -- 500,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES 78,916 322,280
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NET INCREASE IN CASH 63,409 374,725
Cash
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Beginning of year 67,917 87,165
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End of period $ 131,326 $ 461,890
=======================
See Notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
NOTE A:
The Balance Sheet as of July 31, 2001 and the Statements of Operations for the
three month periods ended July 31, 2001 and 2000 and the Statements of Cash
Flows for the three months ended July 31, 2001 and 2000 have been prepared by
Infinite Graphics Incorporated without audit. In the opinion of management,
these statements reflect all adjustments, consisting of only normal accruals and
adjustments, necessary for the fair-statement of the periods presented. The
Balance Sheet as of April 30, 2001 has been derived from the audited Balance
Sheet included in the Company's April 30, 2001 Annual Report on Form 10-KSB.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the financial statements and notes included in the Company's
April 30, 2001 Annual Report on Form 10-KSB.
NOTE B:
The Company acquired certain assets and assumed certain liabilities of
Photronics Colorado, Inc. (PCI), a Colorado corporation, effective as of January
28, 1999, under the terms of an Asset Purchase Agreement dated January 28, 1999,
between the Company and PCI for a total purchase price not to exceed $2 million
in the aggregate. The acquired assets were used in the production of precision
glass products. The Company paid $375,000 of the purchase price in cash on
January 28, 1999. In addition, the Company will pay or credit PCI over a period
of 36 months following January 28, 1999, at a rate not to exceed $150,000 per
quarter on a cumulative basis, the following: (a) 50 percent of all net invoices
of certain large area masks (LAM) shipped to or for PCI and (b) 10 percent of
the net invoice amount received from the sale of LAM to existing and identified
PCI customers. This remaining purchase price was an amount that was not certain.
The Company has increased the value of the equipment acquired by $161,076 for
credit memos issued or to be issued in accordance with the Asset Purchase
Agreement relating to LAM shipments in the quarter ended July 31, 2001. The
increase for the year ended April 30, 2001 was $686,262. The maximum purchase
price was reached in August, 2001. As of July 31, 2001, the value of the
equipment has been recorded at its fair market value due to the additional
purchase price incurred. The excess of purchase price over the fair market value
of the equipment has been recorded as goodwill or other intangibles.
NOTE C:
In 2001, the Company entered into a joint venture with an unrelated third party
under the name Infinite Graphics PTE, LTD, which is located in Singapore. The
investment is being accounted for under the equity method, as the Company has a
50 percent interest, but does not hold a controlling interest. As of June 30,
2001, the joint venture had accumulated net income in excess of the Company's
original investment of $105,000. The original investment has been reduced by
elimination of intercompany profit. Unaudited condensed financial statement
information for the joint venture as of June 30, 2001, is as follows:
Unaudited
Total assets $ 1,520,568
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Total liabilities $ 1,152,783
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Stockholders' equity: 367,785
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$ 1,520,568
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For the 3-month period ended June 30, 2001:
Net Sales $ 589,954
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Gross Profit 386,898
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Net Income $ 336,578
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The joint venture owes the Company $95,450 at July 31, 2001, for various cost
reimbursements and a sale of equipment. The Singapore operation is in its early
operations, and is still increasing production to reach break-even. The results
of the joint-venture for the quarter were positively impacted by equipment
sales. Such equipment sales may or may not occur on a regular basis.
NOTE D:
Under an agreement to sell photoplotters under its own name, the Company has
made a nonrefundable deposit with a manufacturer for the purchase of five
machines. In addition, the agreement requires the Company to purchase equipment
for approximately $300,000. The deposit is $100,000 for each of five machines,
or a total of $500,000. The machines will be sold directly by the Company, or,
to its joint venture, at cost.
The Company has also received a refundable deposit from its joint venture
partner in the same amount as it has made to the manufacturer.
If any or all of the machines are not delivered to the partner, the Company is
to refund the portion of the deposit relating to those machines. The Company
will not recognize any sales or cost of sales relating to these machines, as the
Company is acting only as a conduit for the transfer of these machines. The
Company, however, is subject to risk that some portion of the refundable deposit
may have to be refunded. The Company does not expect any material losses from
this arrangement.
NOTE E:
The Company has a revolving credit agreement (the Revolver), at the lender's
discretion, that allows the Company to borrow 75 percent of its eligible service
receivables, up to $750,000, as defined. Interest on advances is payable monthly
and is prime plus 4.0 percent, never to be readjusted below 10.0 percent (10.75
percent at July 31, 2001), with a minimum monthly interest charge of $2,000. In
the event of default, the interest rate increases to prime plus 9.0 percent,
never to be readjusted below 15 percent, with a minimum monthly interest charge
of $3,450. The Revolver also requires payment of a $1,500 quarterly
administrative fee.
The Revolver terminates the earlier of a date determined at the lender's
discretion, the date the Company terminates the Revolver, or February 10, 2002.
If approved by the lender and the Company, the termination date may be extended
for nine months. If the Revolver is terminated by the Company, the Company is
required to pay a prepayment charge of $2,500 multiplied by the number of
calendar months from the prepayment date to February 10, 2002.
NOTE F:
In June 2000, the Company received proceeds of $500,000 of equity financing
through a private placement of 222,222 shares of common stock at $2.25 per
share. Issuance costs related to the stock sold were not significant.
NOTE G:
Basic net income per share are computed by dividing net income by the weighted
average number of common shares outstanding. Diluted net income per share
assumes the exercise of stock options using the treasury stock method, if
dilutive.
NOTE H:
The Company has a concentration of sales to certain major customers. Two
customers represent 18% and 11% of net sales for the three months ending July
31, 2001. Two customers represented 24% and 11% of net sales for the three
months ended July 31, 2000.
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NOTE I:
No income tax provision has been provided for in the statements of operation due
to the utilization of net operating loss carryforwards or due to the loss
incurred for the period.
NOTE J:
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This
Statement requires companies to record derivatives on the balance sheet as
assets and liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge accounting. In July
1999, the FASB issued SFAS No. 137, delaying the effective date of SFAS No. 133
for one year, to fiscal years beginning after June 15, 2000. The Company has
determined there is no effect of implementing SFAS No. 133 on its financial
position or the results of its operations.
In June 2001, the Financial Accounting Standards Board finalized SFAS No. 141,
BUSINESS COMBINATIONS, and SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS.
These pronouncements provide that business combinations initiated after June 30,
2001, be accounted for using the purchase method and that goodwill be reviewed
for impairment rather than amortized. The Company does not believe the adoption
of these pronouncements will have a material effect on its financial position or
results of operations.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 101 that provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
The Company adopted SAB No. 101 during the year ended April 30, 2001. The
adoption of SAB No. 101 did not have a significant effect on the financial
statements.
In addition, the Company is in compliance with accounting disclosure EIFT 00-10.
The income statement for the period ended July 31, 2000 has been reclassified to
reflect shipping and handling billed to customers as revenue and shipping and
handling costs incurred by the Company as cost of sales. The amount of
reclassification was $1,550.
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PART 1 - FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2001 COMPARED TO THREE MONTHS ENDED JULY 31, 2000
Operations for the three months ended July 31, 2001 resulted in net sales of
$2,039,000 compared to $2,586,000 for the same period last year or a 21%
decrease. The decrease in sales is a result of decreased phototooling demand,
primarily in the Large Area Mask business, and the decrease in sales resulting
from the sale of our California and New Hampshire film photoplotting facilities
in August and November, 2000.
The gross margin for the three months ended July 31, 2001 was 14%, compared to
31% for the same period last year. The $294,000 gross profit for the three
months ended July 31, 2001 compares to $805,000 for the same period last year.
The decrease in gross margin is primarily due to the decrease in sales without
reducing fixed costs and an unfavorable change in customer product mix. The
decrease in gross margin as a percentage of sales is primarily due to the
increase in depreciation expense due to the acquisition of the Colorado facility
and a change in product mix.
The Company's total selling, general and administrative (S, G & A) expenses for
the three months ended July 31, 2001 were $485,000 compared to $648,000 for the
same period last year, a decrease of $163,000 or 25%. S, G & A decreased due to
reduced personnel and profit sharing expense of $41,000, reduced equipment
operating leasing of $12,000, reduced bad debt expense of $70,000, and other
cost cutting measures during the quarter. The Company's interest expense for the
three months ended July 31, 2001 was $55,000 compared to $71,000 for the same
period last year. The decrease in interest expense is primarily due to lower
borrowing costs on our revolving credit facility and lower balances on our
capital lease obligations.
The income from joint venture of $168,000 for the three-month period ending June
30, 2001 is primarily the result of the sale of equipment by the joint venture
during the period. The Singapore operation is in its early operations, and is
still increasing production. These results are not indicative of the results
expected for the remainder of the year. The normal phototooling operations are
not yet at a break even and the joint-venture may produce an operating loss for
the year.
The Company had a net loss of $76,000 for the three months ended July 31, 2001
compared to net income of $92,000 for the same period last year.
Liquidity. The Company had negative working capital of $699,000 at July 31, 2001
and $252,000 at April 30, 2001. The change in working capital is primarily due
to the net operating loss for the quarter. The Company's cash flow provided by
operations was $110,000 for the three months ended July 31, 2001, compared with
cash flow provided by operations of $184,000 for the same period last year. The
decrease in cash flow from operations is primarily due to the net loss and
increased depreciation. The increase in depreciation and amortization is
primarily due to the capital expenditures in fiscal 2001 and 2000 which
principally include additional purchase price of the Colorado acquisition.
For the three months ended July 31, 2001 the Company invested cash of $126,000
in capital equipment and purchased software. For the three months ended July 31,
2000 the Company invested cash of $132,000 in capital equipment.
Capital Resources. The Company is exploring avenues of raising cash in order to
complete some equipment and operational opportunities that are believed to be
desirable to the Company in the near term. The Company currently has a revolving
credit agreement, at the lender's discretion, that allows the Company to borrow
75% of its eligible services receivable, up to $750,000. This agreement ends in
-8-
February 2002. Although the Company is exploring additional funding
possibilities, it has no agreements to provide additional debt or equity capital
and there can be no assurance that additional funds will be available, or if
available, available on terms acceptable to the Company. If the Company is
unable to obtain additional debt and/or equity funding, it may need to limit its
investments into new operations in fiscal 2002 and may not be able to expand its
investment into new operations beyond its current levels.
The Company's cash flow provided by financing activities was $79,000 for the
three months ended July 31, 2001 compared to cash flow provided by financing
activities of $322,000 during the same period last year. Cash flows provided by
financing activities for the three months ended July 31, 2001 consisted of
payments on long-term debt of $115,000 offset by increases under the revolving
credit agreement of $187,000. For the three months ended July 31, 2000 cash was
provided by the sale of common stock of $500,000, partially offset by decreases
under revolving credit agreement of $96,000, payments on long-term debt and
capital lease obligations of $81,000.
Other Items. Inflation has not had any significant impact upon the Company's
results of operation.
Securities Litigation Reform Act. Except for the historical information
contained herein, the matters discussed in this report are forward-looking
statements which involve risks and uncertainties, including but not limited to
economic, competitive, governmental and technological factors affecting the
Company's operations, markets, products, services and prices, the Company's
ability to obtain future needed financing and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
Recent Accounting Pronouncements. In June 1998, the Financial Accounting
Standards Board (FASB) issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. This Statement requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. In July 1999, the FASB issued SFAS No. 137,
delaying the effective date of SFAS No. 133 for one year, to fiscal years
beginning after June 15, 2000. The Company has determined there is no effect of
implementing SFAS No. 133 on its financial position or the results of its
operations.
In June 2001, the Financial Accounting Standards Board finalized SFAS No. 141,
BUSINESS COMBINATIONS, and SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS.
These pronouncements provide that business combinations initiated after June 30,
2001, be accounted for using the purchase method and that goodwill be reviewed
for impairment rather than amortized. The Company does not believe the adoption
of these pronouncements will have a material effect on its financial position or
results of operations.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 101 that provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
The Company adopted SAB No. 101 during the year ended April 30, 2001. The
adoption of SAB No. 101 did not have a significant effect on the financial
statements.
In addition, the Company is in compliance with accounting disclosure EIFT 00-10.
The income statement for the period ended July 31, 2000 has been reclassified to
reflect shipping and handling billed to customers as revenue and shipping and
handling costs incurred by the Company as cost of sales. The amount of
reclassification was $1,550.
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PART 2 - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
During the quarter ended July 31, 2001, Infinite Graphics
Incorporated did not file with the Securities and
Exchange Commission any current reports on Form 8-K.
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.
Sepetember 13, 2001 By /S/ Clifford F. Stritch, Jr.
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Clifford F. Stritch, Jr.
Chief Executive Officer
By /S/ Barry B. Onufrock
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Barry B. Onufrock
Chief Financial Officer
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