QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
TO THE 1934 ACT REPORTING REQUIREMENTS
FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended
[ X ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from June 1, 2001 to August 31, 2001
Commission file number 1-15821
Integrated Performance Systems Inc.
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(Name of Small Business Issuer in its charter)
New York 11-3042779
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10501 FM 720 East, Frisco, Texas 75035
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(Address of principal executive offices)
(Issuer's telephone number) (972) 381-1212
Former name: Espo's Inc.
(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 ___
Not applicable.
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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:
6,013,530 shares (There is only one class of common.)
Transitional Small Business Disclosure Format (Check one):
Yes [ X ] No [ ]
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Integrated Performance Systems, Inc. (Formerly ESPO's Inc.)
Consolidated Balance Sheets
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August 31, November 30,
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2001 2000
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ASSETS (Unaudited)
Current assets:
Cash $ 11,745 $ 13,681
Trade accounts receivable, net 1,393,121 998,151
Other receivables 6,073 21,489
Inventory 1,421,339 1,040,099
Prepaid expenses 40,999 62,491
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Total current assets 2,873,277 2,135,911
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Property and equipment, net of depreciation 2,103,901 2,427,643
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Other assets:
Goodwill, net of amortization 488,420 498,038
Loan origination fees, net of amortization 15,431 21,504
Deposits 9,705 7,280
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513,556 526,822
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Total assets $ 5,490,734 $ 5,090,376
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 1,486,487 $ 811,011
Accounts payable 1,523,913 1,178,637
Accrued expenses 619,595 692,178
Royalty payable 375,000 375,000
Current maturities of long-term debt 5,593 530,243
Lines of credit and note payable 401,924 622,833
Note payable - related party 503,505 -
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Total current liabilities 4,916,017 4,209,902
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Noncurrent liabilities:
Long-term debt, net of current maturities 61,327 705,572
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Stockholders' equity (deficit):
Preferred stock; par value $0.01; 1,000,000
shares authorized:
Series A - 8% cumulative dividends increasing
to 10% in 2000; $1,000 per share redemption
value; 5,000 shares authorized, 3,000
issued and outstanding 30 30
Series B - convertible 6%; $1,000 per share
redemption value; 900 shares authorized,
810 shares issued and outstanding 8 8
Series C - 12% cumulative dividends; $1,000
per share redemption value; 15,000 shares
authorized, 13,300 shares issued and
outstanding 133 73
Series D - 4% cumulative dividends; $2,000
per share redemption value; 5,000 shares
authorized, 550 shares issued and outstanding 6 -
Additional paid-in capital, preferred stock 9,143,057 5,981,317
Common stock; par value $0.01; 25,000,000
shares authorized, 6,013,530 shares
issued and outstanding 60,135 59,710
Additional paid-in capital, common stock 444,091 359,516
Accumulated deficit (9,134,071) (6,225,752)
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Total stockholders' equity (deficit) 513,389 174,902
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Total liabilities and stockholders'
equity (deficit) $ 5,490,734 $ 5,090,376
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The accompanying notes are an integral part
of the consolidated financial statements.
Integrated Performance Systems, Inc. (Formerly ESPO's Inc.)
Consolidated Statements of Operations
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Three Three Nine Nine
Months Ended Months Ended Months Ended Months Ended
August 31, 2001 August 31, 2000 August 31, 2001 August 31, 2000
---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net sales $ 2,713,333 $ 2,562,632 $ 6,090,915 $ 6,869,053
Cost of sales 2,566,203 2,121,236 6,548,898 6,396,275
---------- ---------- ---------- ----------
Gross profit (loss) 147,130 441,396 (457,983) 472,778
---------- ---------- ---------- ----------
Expenses:
General and administrative 768,873 578,106 1,977,905 1,656,376
Depreciation and amortization 7,420 10,882 22,260 29,700
Loss on disposal of equipment - 265 - 716
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776,293 589,253 2,000,165 1,686,792
---------- ---------- ---------- ----------
Loss from operations (629,163) (147,857) (2,458,148) (1,214,014)
---------- ---------- ---------- ----------
Other income (expense):
Interest expense (197,994) (132,389) (450,246) (513,855)
Miscellaneous income (expense) - 2,170 75 82,133
---------- ---------- ---------- ----------
(197,994) (130,219) (450,171) (431,722)
Loss before provision
for income taxes (827,157) (278,076) (2,908,319) (1,645,736)
Provision for income taxes - - - -
---------- ---------- ---------- ----------
Net loss $ (827,157) $ (278,076) $(2,908,319) $(1,645,736)
========== ========== ========== ==========
Loss available to common stock $ (996,254) $ (510,576) $(3,627,419) $(2,030,036)
========== ========== ========== ==========
Loss per share - basic $ (0.17) $ (0.09) $ (0.60) $ (0.34)
========== ========== ========== ==========
Loss per share - diluted $ (0.17) $ (0.09) $ (0.60) $ (0.34)
========== ========== ========== ==========
The accompanying notes are an integral part
of the consolidated financial statements.
Integrated Performance Systems, Inc. (Formerly ESPO's Inc.)
Consolidated Statements of Cash Flows
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Nine Year Ended
Months Ended November 30,
August 31, 2001 2000
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(Unaudited)
Cash flows from operating activities:
Net loss $ (2,908,319) $ (2,775,890)
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Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 394,874 645,486
Issuance of common stock for services 85,000 -
Impairment expense - 536,330
Issuance of stock options - 100,000
Gain on sale of securities - (81,695)
Changes in operating assets and liabilities:
(Increase) decrease in trade accounts receivable (394,970) 97,368
Decrease in other receivables 15,416 92,704
Increase in inventory (381,240) (143,657)
(Increase) decrease in prepaid expenses 21,492 (27,098)
(Increase) decrease in other assets (2,425) (21,123)
Increase (decrease) in accounts payable 445,567 (65,026)
Increase in accrued expenses 768,188 68,946
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Total adjustments 951,902 1,202,235
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Net cash used in operating activities (1,956,417) (1,573,655)
Cash flows from investing activities:
Acquisition of property and equipment (55,441) (186,547)
Proceeds from sale of securities - 531,695
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Net cash provided by (used in) investing activities (55,441) 345,148
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Cash flows from financing activities:
Proceeds from sale of stock 557,000 25,000
Return of capital (301,791) (615,797)
Proceeds from short-term borrowings, notes payable
and line of credit 7,651,471 8,903,822
Payments on short-term borrowings, notes payable
and line of credit (6,122,169) (9,170,311)
Proceeds from long-term debt 30,000 2,097,048
Payments on long-term debt (9,060) (5,174)
Proceeds from line of credit - related party 3,674,476 7,600
Payments on line of credit - related party (2,470,005) -
Proceeds from note payable - related party 229,272 -
Payments from note payable - related party (229,272) -
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Net cash provided by financing activities 2,009,922 1,242,188
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Increase (decrease) in cash (1,936) 13,681
Cash, beginning of period 13,681 -
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Cash, end of period $ 11,745 $ 13,681
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The accompanying notes are an integral part
of the consolidated financial statements.
Integrated Performance Systems, Inc. (Formerly ESPO's, Inc.)
Notes to Consolidated Financial Statements
August 31, 2001 (Unaudited)
BASIS OF PRESENTATION
The interim financial statements and summarized notes included herein were
prepared in accordance with accounting principals generally accepted in the
United States of America for interim financial information, pursuant to
rules and regulations of the Securities and Exchange Commission. Because
certain information and notes normally included in complete financial
statements prepared in accordance with accounting principals generally
accepted in the United States of America were condensed or omitted pursuant
to such rules and regulations, it is suggested that these financial
statements be read in conjunction with the Consolidated Financial Statements
and the Notes thereto, included in the Company's Report 10KSB40 filed March
15, 2001. These interim financial statements and notes hereto reflect all
adjustments which are, in the opinion of management, necessary for a fair
statement of results for the interim periods presented. Such financial
results should not be construed as necessarily indicative of future results.
INVENTORY
Inventories consist primarily of the following:
August 31, November 30,
2001 2000
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(Unaudited)
Finished goods $ - $ -
Work in progress 798,470 490,636
Raw materials 622,869 549,463
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Total inventory $ 1,421,339 $ 1,040,099
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EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is calculated by dividing the income (loss)
available to common stock (the numerator) by the weighted average number of
shares of common stock outstanding during the period (the denominator). At
August 31, 2001and 2000, the weighted average number of shares outstanding
was 5,989,011 and 5,945,600, respectively, for the nine months ended and
6,013,530 and 5,945,600, respectively, for the third quarter.
Diluted earnings (loss) per share adds to the denominator those securities
that, if converted, would cause a dilutive effect to the calculation.
To compute the weighted average number of shares outstanding for the
calculation of the diluted earnings (loss) per share, the number of shares
vested in the employee stock option plan must be included in the denominator
on a weighted average basis. At August 31, 2001 and 2000, the weighted
average number of shares outstanding were 6,513,530 and 5,945,600,
respectively, for the nine months.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward Looking Statements
This filing may contain "Forward Looking Statements" which are the
Company's expectations, plans and projections, which may or may not
materialize and which are subject to various risks and uncertainties,
including statements concerning expected income and expenses, and the
adequacy of the Company's sources of cash to finance its current and future
operations. When used in this filing, the words "plans," "believes,"
"expects," "projects," "targets," "anticipates" and similar expressions are
intended to identify forward-looking statements. Factors which could cause
actual results to materially differ from the Company's expectations include
the following: general economic conditions and growth in the high tech
industry; competitive factors and pricing pressures; change in product mix;
and the timely development and acceptance of new products. These forward-
looking statements speak only as of the date of this filing. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or change in its expectations or any change in events, conditions or
circumstances on which any such statement may be based except as may be
otherwise required by the securities laws.
Overview
Integrated Performance Systems, Inc. (formerly ESPO's Inc.) (the
"Company") is a contract manufacturer of quality, high performance circuit
boards and is located in Frisco, Texas, just north of Dallas. The Company's
products are used in computers, communication equipment, the aerospace
industry, defense electronics and other applications requiring high
performance electrical capability.
The following discussion provides information to assist in the
understanding of the Company's financial condition and results of operations
for the quarter ended August 31, 2001. It should be read in conjunction
with the Consolidated Financial Statements and Notes thereto appearing in
this Form 10-QSB for the nine months ended August 31, 2001.
Results of Operations
Revenue Sales for the nine months ended August 31, 2001 were
$6,090,915, a decrease of 11.33% over sales of $6,869,053 for the comparable
period in 2000. Sales for the quarter ended August 31, 2001 were $2,713,333,
an increase of 5.88% over sales of $2,562,632 for the comparable period in
2000. The nine months ended August 31, 2001 reflects the general weakness
in the economy during this period. In addition, this also reflects
significant reduction in orders by one customer due to over stocking and
weak demand. The demand for the Company's products continued its growth
during this quarter as indicated by the backlog of unshipped orders.
Backlog of unshipped orders at August 31, 2001 was $3,327,540 versus
$2,295,880 at August 31, 2000, or an increase of 44.93%.
Gross Profit Cost in excess of sales for the nine months ended August
31, 2001 was $457,983, versus a gross profit of $472,778 in the same period
last year. For the quarter ended August 31, 2001, the gross profit was
$147,130 compared to a gross profit of $441,396 for the quarter ended August
31, 2000.
Operating Expenses For the quarter ended August 31, 2001 operating
expenses were $776,293 compared to $589,253 for the comparable quarter of
2000. For the nine-month periods, expenses 2,000,165 and $1,686,792,
respectively. These expenses should remain relatively constant for the
remainder of the year.
Other Income and Expenses For the August 31, 2001 quarter, net other
expense was $197,994 compared to $130,219 for the prior year. For the nine
month periods, net other expense was $450,171 for 2001 versus $431,722 for
2000. This reflects the reduced interest expense as debt was converted to
equity during the previous year and the effect of the gain on marketable
securities in the previous year.
Liquidity and Cash Resources For the nine months ended August 31,
2001, the Company reported a net loss of $2,908,319, as compared to the loss
of $1,645,736 reported for the comparable period in 2000.
Cash resources of $2,897,478 were used for operations for the nine
months ended August 31, 2001, with investment in property and equipment
using $55,441, for a total usage of $2,952,919. The prior year amounts were
$1,573,655 cash used for operations, and $345,148 from investment, totaling
$1,228,507 used. During the current fiscal year, these needs were met
primarily through debt financing and issuance of preferred stock, while
needs for the prior year were provided primarily by debt financing.
Other Matters
Cash Flow
During the nine months ended August 31, 2001, the Company exchanged
approximately $940,000 of various accrued liabilities and payables plus
approximately $2,460,000 of debt for 6,000 shares of Class C Preferred
Stock. In addition, the Company did not achieve a positive cash flow from
operations. Accordingly, the Company will rely on cash on hand, as well as
available borrowing arrangements and private placement of preferred stock to
fund operations until a positive cash flow from operations can be achieved.
The Company expects cash flow to improve as the result of anticipated sales
increases. However, it may be necessary to pursue additional financing or
placements until a positive cash flow can be achieved. The Company
will continually evaluate opportunities with various investors to raise
additional capital without which its growth and profitability could be
restricted. Although it is believed that sufficient financing resources are
available, there can be no assurance that such resources will continue to be
available or that they will be available upon favorable terms.
PART II-OTHER INFORMATION
Item 6. Exhibits
Ex. 2.1 Agreement and Plan of Reorganization by and between Performance
Interconnect Corp, its undersigned shareholders and Espo's Inc *
Ex. 3.1 Certificate of Incorporation filed in the Office of the Secretary
of State of the State of New York, November 29, 1990. *
Ex. 3.2 Certificate of Amendment of Certificate of Incorporation filed in
the Office of the Secretary of State of the State of New York,
July 17, 1998. *
Ex. 3.3 Certificate of Amendment of Certificate of Incorporation filed in
the Office of the Secretary of State of the State of New York,
October 27, 1998. *
Ex. 3.4 Certificate of Amendment of Certificate of Incorporation filed in
the Office of the Secretary of State of the State of New York,
March 20, 2000. *
Ex. 3.5 Bylaws. *
Ex. 3.6 Certificate of Amendment of the Certificate of Incorporation
dated March 30, 2001, filed April 4, 2001. ***
Ex. 4.1 Form of letter describing employee stock option plan. *
Ex. 4.2 Letter agreement dated November 29, 1999, providing for issuance
of preferred stock of Espo's to Nations Corp. in exchange for
common stock of uniView Technologies Corp. This preferred stock
has not yet actually been issued. *
Ex. 4.3 Letter agreement dated December 27, 1999, providing for issuance
of preferred stock of Espo's to CMLP Group Ltd. and Winterstone
Management Inc., in exchange for Series A preferred stock of
Performance Interconnect Corp. This preferred stock has not yet
actually been issued. *
Ex. 4.4 Letter Agreement dated October 9, 1998, providing for issuance of
preferred stock of Performance Interconnect Corporation in
exchange for its promissory notes. *
Ex. 4.5 Warrant dated as of October 22, 1997, authorizing the purchase of
4,000,000 shares of common stock of Performance Interconnect Corp.
at $0.50 per share. *
Ex. 4.6 Letter dated February 24, 2000, addressed to Travis Wolff,
describing commitment to fund capital requirements of Performance
Interconnect Corp. through November 30, 2000. *
Ex. 4.7 Promissory Note dated June 7, 1999, in the principal sum of
$75,000.00, by Performance Interconnect Corp. in favor of Gay
Rowe. *
Ex. 4.8 Promissory Note dated May 1, 1999, in the principal sum of
$200,000.00, by Performance Interconnect Corp. in favor of Gay
Rowe. *
Ex. 4.9 Promissory Note dated August 31, 1997, in the principal sum of
$50,000.00, by Varga Investments, Inc., in favor of Ed Stefanko.
(Varga Investments was a limited partnership formed to acquire
I-Con Industries.) *
Ex. 4.10 Security Agreement dated August 31, 1997, by and between Ed
Stefanko, Secured Party, and Varga Investments, Inc., Debtor.
(Varga Investments was a limited partnership formed to acquire I-
Con Industries.) *
Ex. 4.11 Letter agreement dated October 15, 1999, by Winterstone
Management, Inc., and Performance Interconnect Corp. *
Ex. 4.12 Promissory Note dated October 15, 1999, in the principal sum of
$619,477.88, by Performance Interconnect Corp. in favor of Nations
Investment Corp., Ltd. *
Ex. 4.13 Promissory Note dated October 15, 1999, in the principal sum of
$594,777.69, by Performance Interconnect Corp. in favor of Nations
Investment Corp. *
Ex. 4.14 Security Agreement dated June 30, 1999, by Winterstone Management
Inc and Performance Interconnect Corp. *
Ex. 4.15 Note dated September 30, 1999, in the principal sum of
$250,000.00, by Winterstone Management, Inc., in favor of Zion
Capital, Inc. *
Ex. 4.16 Secured Promissory Note dated August 12, 1998, in the principal
sum of $131,570.00, by Performance Interconnect Corp. in favor of
FINOVA Capital Corporation. *
Ex. 4.17 Secured Promissory Note dated August 12, 1998, in the principal
sum of $318,430.00, by Performance Interconnect Corp. in favor of
FINOVA Capital Corporation. *
Ex. 4.18 Loan and Security Agreement dated as of August 12, 1998, by
Performance Interconnect Corp. in favor of FINOVA Capital
Corporation. *
Ex. 4.19 Loan and Security Agreement dated March 25, 1999, by and between
PC Dynamics of Texas, Inc., and FINOVA Capital Corporation. *
Ex. 4.20 Loan Schedule dated March 25, 1999, by PC Dynamics of Texas, Inc.,
and FINOVA Capital Corporation. *
Ex. 4.21 Subordination and Standstill Agreement dated March 25, 1999, among
FINOVA Capital Corporation, M-Wave, Inc., and PC Dynamics of
Texas, Inc. *
Ex. 4.22 Environmental Certificate and Indemnity Agreement dated as of
March 25, 1999, by PC Dynamics of Texas, Inc., in favor of FINOVA
Capital Corporation. *
Ex. 4.23 Continuing Personal Guaranty dated March 25, 1999, by D. Ronald
Allen, guaranteeing obligations of PC Dynamics of Texas, Inc.,
Borrower, to FINOVA Capital Corporation, Lender. *
Ex. 4.24 Continuing Corporate Guaranty dated March 25, 1999, by Associates
Funding Group, Inc., guaranteeing obligations of PC Dynamics of
Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender. *
Ex. 4.25 Continuing Limited Corporate Guaranty dated March 25, 1999, by JH
&BC, Inc., guaranteeing obligations of PC Dynamics of Texas, Inc.,
Borrower, to FINOVA Capital Corporation, Lender. *
Ex. 4.26 Continuing Corporate Guaranty dated March 25, 1999, by Performance
Interconnect Corporation, guaranteeing obligations of PC Dynamics
of Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender. *
Ex. 4.27 Continuing Corporate Guaranty dated March 25, 1999, by Winterstone
Management, Inc., guaranteeing obligations of PC Dynamics of
Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender. *
Ex. 4.28 Secured Promissory Note dated March 25, 1999, by PC Dynamics of
Texas, Inc., in favor of FINOVA Capital Corporation. *
Ex. 4.29 Amended and Restated Purchase & Sale Agreement dated March 31,
1998, by I-Con Industries, Inc., and Performance Interconnect
Corp., Sellers, in favor of USA Funding, Inc., Purchaser. This is
a sale of accounts receivable. *
Ex. 4.30 Description of Series D Preferred Stock **
Ex. 10.1 Letter dated June 2, 1999, by Performance Interconnect Inc. to
M-Wave Inc. *
Ex. 10.2 Lease of upgrade Mark V Bearing Spindle Drill, S/N 128, dated
11/12/97, by Excellon Automation Co. in favor of Winterstone
Management, Inc. and I-Con Industries, Inc. *
Ex. 10.3 Equipment Lease Agreement dated 5/15/98 by Excellon Automation
Co., in favor of Performance Interconnect, Inc. *
Ex. 10.4 Guaranty by D. Ronald Allen of amounts set forth in Excellon Lease
Agreement dated May 15, 1998. *
Ex. 10.5 Agreement dated as of March 15, 1999, between PC Dynamics,
Corporation, and PC Dynamics of Texas, Inc. *
Ex. 10.6 Guaranty dated as of March 15, 1999, by D. Ronald Allen in favor
of PC Dynamics Corporation. *
Ex. 10.7 Guaranty dated as of March 15, 1999, by Performance Interconnect
Corp. in favor of PC Dynamics Corporation. *
Ex. 10.8 Assumption of Liabilities dated March 15, 1999, by PC Dynamics of
Texas, Inc., in favor of PC Dynamics Corporation. *
Ex. 10.9 Royalty Agreement dated March 15, 1999, between PC Dynamics
Corporation and PC Dynamics of Texas, Inc. *
Ex. 10.10 Promissory Note dated March 15, 1999, in the principal sum of
$773,479.00 by PC Dynamics of Texas, Inc., in favor of PC Dynamics
Corporation. *
Ex. 10.11 Lease dated as of March 25, 1999, by PC Dynamics Corporation,
Landlord, and PC Dynamics of Texas, Inc., Tenant. *
Ex. 10.12 Promissory Note dated March 15, 1999, in the principal sum of
$293,025.00 by PC Dynamics of Texas, Inc., in favor of PC Dynamics
Corporation. *
Ex. 10.13 Letter dated May 27, 1999, by Joseph A. Turek on behalf of M-Wave
(parent company of PC Dynamics Corporation) on Poly Circuits
letterhead to Ron Allen (on behalf of Performance Interconnect. *
Ex. 21 Subsidiaries of the Company
* Exhibits incorporated by reference to the Company's Registration
Statement on Form 10-SB (File No. 1- 158211) filed on April 12,
2000.
** Exhibit incorporated by reference to the Company's Quarterly
Report for Small Business Issuers Subject to the 1934 Act
Reporting Requirements filed on Form 10-QSB dated April 13, 2001.
*** Exhibit incorporated by reference to the Current Report for
Issuers Subject to the 1934 Act Reporting Requirements filed
on Form 8-K dated April 27, 2001.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Integrated Performance Systems Inc.
Date: October 15, 2001 By: /s/ D. Ronald Allen
--------------------------
D. Ronald Allen, President