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, 1999. [ ] Transition report under Section 13 or 15(d) of the Exchange Act. For the transition period from _______________ to _______________ Commission file number 0-23902 --------------------------------------------------------- IPI, INC. - -------------------------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) MINNESOTA 41-1449312 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 15155 TECHNOLOGY DRIVE EDEN PRAIRIE, MN 55344 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (612) 975-6200 - -------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (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 July 6, 1999, there were 4,734,087 Common Shares outstanding. Page 1 of 12 IPI, INC. Table of Contents Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of May 31, 1999 and November 30, 1998. 3 Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended May 31, 1999 and May 31, 1998. 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended May 31, 1999 and May 31, 1998. 5 Notes to Condensed Consolidated Financial Statements. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 7-9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 9 Item 2. Changes in Securities 9 Item 3. Defaults Upon Senior Securities 9 Item 4. Submission of Matters to Vote of Security Holders 9-10 Item 5. Other Information 10 Item 6. Exhibits and Reports of Form 8-K 10 Signatures 10 2 PART I. FINANCIAL INFORMATION ITEM 1. IPI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS May 31, 1999 November 30, (Unaudited) 1998 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,696,000 $ 3,828,000 Short-term investments 2,645,000 1,340,000 Marketable equity securities 6,871,000 4,631,000 Trade accounts receivable 1,240,000 1,225,000 Current maturities of notes receivables, net of allowance for doubtful accounts of $159,000 and $205,000 791,000 746,000 Inventories 330,000 393,000 Prepaid expenses and other 49,000 92,000 Deferred income taxes 718,000 789,000 ------------ ------------ Total current assets 14,340,000 13,044,000 ------------ ------------ PROPERTY AND EQUIPMENT: Property and equipment 1,636,000 1,522,000 Less - Accumulated depreciation (930,000) (961,000) ------------ ------------ Property and equipment, net 706,000 561,000 NOTES RECEIVABLE, net of current maturities and allowance for doubtful accounts of $666,000 and $648,000 1,154,000 1,139,000 GOODWILL AND OTHER INTANGIBLES, net of accumulated amortization of $1,512,000 and $1,395,000 3,274,000 3,157,000 ------------ ------------ $ 19,474,000 $ 17,901,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 775,000 $ 534,000 Accrued compensation 149,000 296,000 Accrued financing liabilities 200,000 200,000 Deferred revenues 362,000 14,000 Other accrued liabilities 513,000 564,000 ------------ ------------ Total current liabilities 1,999,000 1,608,000 ------------ ------------ LONG-TERM CAPITAL LEASE OBLIGATIONS 174,000 51,000 SHAREHOLDERS' EQUITY: Common Stock, $.01 par value, 15,000,000 shares authorized: 4,734,087 shares issued and outstanding 47,000 47,000 Additional paid-in capital 15,584,000 15,584,000 Retained earnings 1,818,000 900,000 Unrealized (loss) on marketable securities available for sale, net of related income tax effects (148,000) (289,000) ------------ ------------ Total shareholders' equity 17,301,000 16,242,000 ------------ ------------ $ 19,474,000 $ 17,901,000 ============ ============ 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, --------------------------- --------------------------- 1999 1998 1999 1998 ---- ---- ---- ---- REVENUES: Royalty fees $ 1,241,000 $ 1,195,000 $ 2,195,000 $ 2,182,000 Printing equipment, supplies and services 973,000 1,012,000 1,850,000 2,074,000 Finance and other income 468,000 434,000 730,000 679,000 ----------- ----------- ----------- ----------- Total revenues 2,682,000 2,641,000 4,775,000 4,935,000 ----------- ----------- ----------- ----------- COSTS AND EXPENSES: Cost of sales 753,000 797,000 1,409,000 1,630,000 Selling, general and administrative expenses 962,000 903,000 1,718,000 1,690,000 Amortization of goodwill 59,000 57,000 117,000 115,000 ----------- ----------- ----------- ----------- Total costs and expenses 1,774,000 1,757,000 3,244,000 3,435,000 ----------- ----------- ----------- ----------- Income before provision for income taxes 908,000 884,000 1,531,000 1,500,000 PROVISION FOR INCOME TAXES 363,000 327,000 612,000 555,000 ----------- ----------- ----------- ----------- NET INCOME $ 545,000 $ 557,000 $ 919,000 $ 945,000 =========== =========== =========== =========== BASIC AND DILUTED EARNINGS PER COMMON SHARE $ 0.11 $ 0.12 $ 0.19 $ 0.20 =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON SHARE EQUIVALENTS OUTSTANDING - BASIC 4,734,000 4,734,000 4,734,000 4,734,000 =========== =========== =========== =========== - DILUTED 4,734,000 4,746,000 4,734,000 4,745,000 =========== =========== =========== =========== OTHER COMPREHENSIVE INCOME, NET OF TAX (NOTE 1): Net Income $ 545,000 $ 557,000 $ 919,000 $ 945,000 Unrealized gain (loss) on marketable securities available for sale, net of related income tax effects (148,000) 56,000 (148,000) 56,000 ----------- ----------- ----------- ----------- Total Comprehensive Income $ 397,000 $ 613,000 $ 771,000 $ 1,001,000 =========== =========== =========== =========== 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, --------------------------- 1999 1998 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 919,000 $ 945,000 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 210,000 205,000 Net change in other operating items: Trade accounts receivable (15,000) (138,000) Inventories 76,000 4,000 Prepaid expenses and other 52,000 (8,000) Accounts payable, accrued liabilities and other 335,000 (111,000) ----------- ----------- Net cash provided by operating activities 1,577,000 897,000 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of business assets of Regency Printing (431,000) -- Purchase of marketable equity securities (2,029,000) -- Purchase of short-term investments, net (1,305,000) (640,000) Purchase (sale) of property and equipment, net 116,000 (151,000) Change in notes receivable, net (60,000) 719,000 ----------- ----------- Net cash provided by (used for) investing activities (3,709,000) (72,000) ----------- ----------- Increase (decrease)in cash and cash equivalents (2,132,000) 825,000 ----------- ----------- CASH AND CASH EQUIVALENTS, beginning of period 3,828,000 1,294,000 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 1,696,000 $ 2,119,000 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $ 641,000 $ 513,000 =========== =========== Equipment acquired under a capital lease $ 255,000 $ -- =========== =========== 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 IPI Holdings, LLC and Texas IPI, L.P., 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 intercompany transactions have been eliminated in consolidation. The significant accounting policies, certain financial information and footnote disclosures which are normally included in financial statements prepared in accordance with generally accepted accounting principles, 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, 1998 and 1997 and the notes thereto, included in the Company's Form 10-KSB. In August 1997 and in February and April 1999, 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 related income taxes. In fiscal year 1999, the Company adopted SFAS No. 130 "Reporting Comprehensive Income," which establishes new rules for the reporting and presentation of comprehensive income and its components in a full set of financial statements. The Company's comprehensive income is comprised of net income and unrealized gains (losses) on marketable securities held for resale. The adoption of SFAS No. 130 had no impact on the Company's net income or total shareholders' equity. Prior to the adoption of SFAS No. 130, unrealized gains (losses) on marketable securities held for resale were reported separately in the statement of shareholders' equity. The comprehensive income amounts in the prior fiscal years' financial statements have been reclassified to conform to SFAS No. 130. The Company is principally engaged in one business segment--the franchising and servicing of business printing centers under the trade name of Insty-Prints(R). 2. ACQUISITION 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 cash purchase includes $234,000 of goodwill that is 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 printed 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. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW As of May 31, 1999, the Company operated two Company-owned print businesses and through its wholly-owned subsidiary, Insty-Prints, had 241 franchise locations. RESULTS OF OPERATIONS The following table sets forth certain statement of operations data as a percentage of sales for the periods indicated: Quarter Ended Six Months Ended May 31, May 31, ------------------ ------------------ 1999 1998 1999 1998 ---- ---- ---- ---- Revenues: Royalty fees 46.3% 45.3% 46.0% 44.2% Printing equipment, supplies and services 36.3 38.3 38.7 42.0 Finance and other income 17.4 16.4 15.3 13.8 ----- ----- ----- ----- Total revenues 100.0 100.0 100.0 100.0 ----- ----- ----- ----- Costs and expenses: Costs of sales 28.0 30.2 29.5 33.0 Selling, general and administrative expenses 35.9 34.2 36.0 34.3 Amortization of goodwill 2.2 2.1 2.4 2.3 ----- ----- ----- ----- Total costs and expenses 66.1 66.5 67.9 69.6 ----- ----- ----- ----- Income before provision for income taxes 33.9 33.5 32.1 30.4 Provision for income taxes 13.6 12.4 12.8 11.2 ----- ----- ----- ----- Net income 20.3% 21.1% 19.3% 19.2% ===== ===== ===== ===== FOR THE QUARTERS AND SIX MONTHS ENDED MAY 31, 1999 AND 1998 Revenues. Total revenues for the three months ended May 31, 1999, consisting of royalties, sales of printing equipment, supplies and services, franchise fees and finance and other income, totaled $2,682,000, an increase of $41,000 or 0.2% compared to the three months ended May 31, 1998. Total revenues for the six months ended May 31, 1999, of $4,775,000 were $160,000 or 3.2% below the six months ended May 31, 1998. Royalty revenue increased to $1,241,000 in the second quarter of 1999 from $1,195,000 in 1998. For the six months ended May 31, 1999, royalty revenue was $2,195,000, an increase of $13,000 or 0.1% over the same period a year ago. Royalty revenues would have decreased slightly in the second quarter of 1999 compared to 1998, except for a large collection of royalties in May 1999 related to a franchisee's prior years unreported sales. The increase of royalties on increased sales by existing franchise locations, however, was offset by reduced royalties resulting from the number of franchised locations decreasing to 241 as of May 31, 1999 from 258 as of May 31, 1998. Most of the store reductions were in low-performing locations; however, there was some impact on royalty revenue. Sales of printing equipment, supplies and services for the second quarter of 1999 decreased to $973,000 from $1,012,000 for 1998, a decrease of 3.9%. For the six months ended May 31, 1999, sales of products were $1,850,000 or 10.8% below the sales of $2,074,000 for the same period a year ago. The decrease in 1999 resulted primarily from the elimination of selling certain electronic publishing equipment, envelopes and inks. 7 Finance and other income was $468,000 for the quarter ended May 31, 1999, which is $34,000 or 7.8% greater than the same quarter a year ago. For the six months ended May 31, 1999, finance and other income was $730,000 or 7.5% more than the $679,000 for the same period a year ago. For the three and six month periods of 1998, the increased revenues were primarily due to investing in higher yielding investments and an increased level of invested funds. Overall, franchise fee revenues are not significant in 1999 or 1998 due to the Company's emphasis during such periods on increasing existing franchise location sales and growth through acquisitions. Cost of Sales. Cost of sales decreased to $753,000 for the second quarter of 1999 from $797,000 for 1998, a decrease of 5.5% for the quarter. The decrease in the second quarter is the result of a related decrease in sales of printing and electronic publishing equipment. Six month cost of sales amounts totaled $1,409,000 in 1999, compared to $1,630,000 in 1998, a decrease of $221,000 or 13.6%, relating primarily to sales decreases. Average margins in products and services increased to 23.9% for the six month period of 1999 compared to 21.4% for the six month period ended May 31, 1998 due to the elimination of selling certain low margin products and generally improved margins on a number of other product lines. Selling, General and Administrative Expenses. Selling, general and administrative expenses were $962,000 for the second quarter 1999 compared to $903,000 for 1998, an increase of 6.5%. Total expenses for the six months ended May 31, 1999 were $1,718,000 compared to $1,690,000 for 1998, representing a 1.7% increase. Expenses increased due to general inflationary increases. Provision for Income Tax. The Company's effective combined federal and state income tax rate is estimated to be 40% for 1999 compared to 37% for 1998 due primarily to increases in state income tax obligations. LIQUIDITY AND CAPITAL RESOURCES During the six months ending May 31, 1999, the Company generated $1,555,000 from operating activities, an increase of $658,000 from $897,000 of funds provided from operating activities for the six month period of 1998. The increase in funds provided from operating activities was primarily attributable to an increase in accounts payable and a decrease in inventories, offset by a decrease in net income. The Company has no bank debt or credit facility. Operations are funded from cash generated by the business. Franchise owners may finance their equipment purchases through a $6,000,000 equipment financing facility established with U. S. Bank (formerly First Bank Systems) by the Company for the benefit of the franchise owners. This facility is guaranteed by IPI and Insty-Prints, whose contingent liability under this agreement is capped at $2,400,000 annually. A loss reserve of $200,000 is recorded on the balance sheet at May 31, 1999, representing estimated losses on these guarantees, net of equipment value. The aggregate balance outstanding under this facility as of May 31, 1999 was approximately $2,330,000. The Insty-Prints' franchise business is not highly seasonal, and franchise owners' sales generally follow overall economic trends. The business is not impacted materially by inflation. YEAR 2000 COMPLIANCE The Company has adopted a plan to achieve Year 2000 compliance and an assessment of its internal systems has essentially been completed. Most desktop computers are Macintosh-based and are Year 2000 compliant, as well as the software utilized. Those desktop systems not compliant will be upgraded to new systems that are Year 2000 compliant by the third quarter of 1999. Software updates to the Company's mainframe systems are substantially complete and expected to be finalized by the end of the second quarter of 1999. The vendor supplying the Point of Sale system used by most franchisees has verified that the system is Year 2000 compliant. The Company has completed an analysis of its vendor relationships in which the risk of each vendor's non-compliance with Year 2000 was assessed. Survey letters were sent to major vendors in mid-year 1998 to ascertain the status of each vendor's Year 2000 compliance. The survey process of vendors has essentially been completed and will be monitored on an ongoing basis. Total costs associated with the Year 2000 compliance project are expected to be less than $50,000. 8 The Company provided its franchisees an assessment guide in October 1998, which serves as a step-by-step planning document for their use addressing Year 2000 compliance. Most of the primary equipment used by franchisees is not date sensitive nor does it contain embedded chips. The Company does not have vendor or customer relationships in which critical data is exchanged electronically. The Company would suffer if a service provider such as a telecommunications or utility vendor was not Year 2000 compliant and their respective service was interrupted or terminated. In such a case, the Company would be required to revert to its disaster recovery plan for the specific issue. If a large number of vendors that provide product to our franchisees were not compliant and unable to provide our franchisees products, it is likely that the Company would recognize a material reduction of royalties from the franchisees' lost sales. To date, the Company has not identified any suppliers who do not plan to be Year 2000 compliant; this analysis is ongoing. If non-compliant vendors are identified, the Company intends to develop appropriate contingency plans. While the Company believes its planning efforts are adequate to address its Year 2000 concerns, the Year 2000 readiness of the Company's suppliers and business partners may lag behind the Company's efforts. Although the Company does not believe that the Year 2000 matters discussed above will have a material impact on its business, financial condition and results of operations, it is uncertain as to what extent the Company may be affected by such matters. FORWARD LOOKING STATEMENTS Except for historical financial information , the information contained in this quarterly report constitute forward-looking statements and are based on management's goals, estimates, assumptions and projections. Important factors could cause results to differ materially from those expected by management. Some of these factors, such as increased competition from other business printing centers or reduced demand for printed media could decrease sales by franchised locations and decrease sales of products to franchisees by the Company. This would reduce royalty revenue from franchised locations and sales of products to such locations by the Company, thus reducing revenues and profits. Due to factors noted above and elsewhere in this quarterly report, the Company's future earnings and Common Stock price may be subject to volatility. Any shortfall in revenue or earnings from anticipated levels could have a significant effect on the trading price of the Company's Common Stock in any given period. 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 5, 1999, proxy statements were mailed to the holders of record of 4,734,087 shares of common stock to solicit proxies in connection with the Annual Meeting of Shareholders on May 10, 1999. Two proposals were submitted to a vote of shareholders, as follows: (a) Election of Directors--all current directors (Robert J. Sutter, Dennis M. Mathisen, Irwin L. Jacobs, Daniel T. Lindsay, Dr. Kenneth J. Roering and Howard Grodnick) were elected to terms of one year with 4,558,187 shares voting yes. 9 (b) Ratification and Appointment of Independent Auditors. Arthur Andersen LLP were auditors for the fiscal year ended November 30, 1998 and the Company has selected them as auditors for the year ending November 30, 1999. The appointment of Arthur Andersen LLP as auditors for fiscal year 1999 was approved by a vote of the shareholders with 4,559,687 voting yes, zero shares voting no and zero shares withheld. 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 11 *27 Financial Data Schedule 12 (b) Reports on Form 8-K. On May 7, 1999, an informational Form 8-K was filed related to the acquisition of the business printing assets of Regency Plaza Printing and Office Supplies, Inc. located in Dallas, Texas. ---------------------------- *Filed herewith 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 8, 1999 IPI, Inc. By: /S/ Robert J. Sutter -------------------------------------------- Robert J. Sutter President and Chief Executive Officer (Principal Executive Officer) By: /S/ David M. Engel -------------------------------------------- David M. Engel Chief Financial Officer (Principal Financial and Accounting Officer) 10