U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
AMENDMENT NO.1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Quarter Ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____
Commission file number 0-26756
GEOGRAPHICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
_______________
DELAWARE 87-0305614
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1555 ODELL ROAD, P. O. BOX 1750, BLAINE, WASHINGTON 98231
(Address and Zip Code of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code (360) 332-6711
_______________
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for 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 [ ]
The aggregate market value of the common stock held by nonaffiliates of the
registrant as of December 12, 2000 was $8,508,142 based on a closing sales price
of $0.3125 per share on the NASDAQ OTC Bulletin Board on such date.
The number of shares outstanding of the registrant's common stock, $.001
par value, as of December 12, 2000 was 38,116,676.
DOCUMENTS INCORPORATED BY REFERENCE.
NONE
EXPLANATORY NOTE
Geographics, Inc. (" the Company") has determined to restate its annual
consolidated financial statements and its condensed consolidated quarterly
financial statements for the fiscal year ending March 31, 2001, to adjust the
useful life of the Domtar license and other intangibles from fifteen years to
six years, resulting in additional amortization expense of $75,000 for the three
months and $150,000 for the six months ended September 30, 2000. This amendment
includes in Item 1 such restated condensed consolidated financial statements for
the three and six months ended September 30, 2000, and other information
relating to such restated condensed consolidated financial statements. Item 2
includes the Company's amended and restated discussion and analysis of financial
condition and results of operations.
Except for Items 1 and 2 and Exhibit 27, no other information included in the
original report on Form 10-Q is amended by this amendment The following items of
the original report on Form 10-Q are amended: Item 1 "Financial Statements" and
the section "Results of Operations" of Item 2 "Management's Discussion and
analysis of Financial Condition and Results of Operations". For current
information regarding risks, uncertainties and other factors that may affect the
Company's future performance, please see "Risk Factors" included in Item 7 of
the Company's Annual Report on Form 10-K/A for the year ended March 31, 2000.
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION............................................ 1
ITEM 1. FINANCIAL STATEMENTS........................................ 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS......................... 1
FORWARD-LOOKING STATEMENTS........................................... 1
RESULTS OF OPERATIONS................................................ 2
LIQUIDITY AND CAPITAL RESOURCES...................................... 3
NEW ACCOUNTING PRONOUNCEMENTS........................................ 3
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK..... 4
PART II - OTHER INFORMATION............................................... 4
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS................... 4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 5
ITEM 5. OTHER INFORMATION........................................... 5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................ 6
SIGNATURE................................................................. 7
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Geographics, Inc. (the "Company" or "Geographics") has determined to
restate its annual consolidated financial statements and its condensed quarterly
financial statements for the year ended March 31, 2001 to adjust the useful life
of the Domtar license and other intangibles from 15 years to 6 years, resulting
in additional amortization expense of $75,000 for the three months and $150,000
for the six months ended September 30, 2000. The Company has attached to this
Report and by this reference incorporated herein the condensed financial
statements consisting of the consolidated balance sheets as of September 30,
2000 (restated and unaudited) and March 31, 2000, the unaudited consolidated
statements of operations for the three and six months ended September 30, 2000
(restated) and 1999, and the unaudited consolidated statements of cash flows for
the six months ended September 30, 2000 (restated) and 1999, together with the
notes thereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
consolidated financial statements of the Company and the notes thereto appearing
elsewhere in this Report.
FORWARD-LOOKING STATEMENTS
Statements herein concerning expectations for the future constitute
forward-looking statements which are subject to a number of known and unknown
risks, uncertainties and other factors which might cause actual results to
differ materially from those expressed or implied by such forward-looking
statements. Forward-looking statements herein include, but are not limited to,
those concerning anticipated growth in the preprint paper and file storage
markets; anticipated growth in the Company's sales; anticipated growth in sales
of specialty paper products as a percentage of revenue; the Company's ability to
increase its market share within the preprint industry; the ability of the
Company to successfully implement price changes for the Company's products when
and as needed; trends relating to the Company's profitability and gross profits
margins; the ability of the Company to implement, or modify its management
information system, adequately to meet operations requirements in the future and
to improve its internal controls; and the ability of the Company to refinance
its existing revolving credit facility and to raise additional debt or equity
financing sufficient to meet its working capital requirements.
Relevant risks and uncertainties include, but are not limited to, slower
than anticipated growth of the preprint paper market; loss of certain key
customers; insufficient consumer acceptance of the Company's specialty paper and
file storage products; unanticipated actions, including price reductions, by the
Company's competitors; unanticipated increases in the costs of raw materials
used to produce the Company's products; loss of favorable trade credit; supply
terms, reliable and immediately available raw material supply and other
favorable terms with certain key vendors, greater than expected costs incurred
in connection with the implementation of a management information system; the
inability to hire and retain key personnel; unexpected increases in the overall
costs of production as a result of collective bargaining arrangements; and
inability to secure additional working capital when and as needed. Additional
risks and uncertainties include those described under "Risk Factors" in Part I
of the Company's Annual Report on Form 10-K/A for the year ended March 31, 2000
and those described from time to time in the Company's other filings with the
Securities and Exchange Commission, press releases and other communications. All
forward looking statements contained in this Report reflect the Company's
expectations at the time of this Report only, and the Company disclaims any
responsibility to revise or update any such forward-looking statement except as
may be required law.
-1-
RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 vs. Three Months Ended September 30, 1999
NET SALES. Net sales increased 46.7% to $10,319,736 for the three months
ended September 30, 2000 from $7,035,426 in the quarter ended September 30,
1999. Sales from new product lines due to the acquisition of Domtar's specialty
paper products line and the introduction of GeoFiles were the major factors
contributing to the sales increase of $3,284,310, for the second quarter. New
product sales from Domtar Specialty Paper and GeoFiles were $793,130 and
$2,614,584, respectively. Sales of core paper products were flat and
international core paper product sales were down slightly.
GROSS MARGIN. Gross margin was $2,168,873 and $2,033,323 for the three
months ended September 30, 2000 and 1999, respectively. Gross margin as a
percentage of gross sales decreased to 18.2% in the quarter ended September 30,
2000, from 25.0% in the same period in fiscal 2000. The lower gross margin
percentage is attributable to higher accruals for customer program costs,
warehouse set-up costs for the distribution center in Windsor, Wisconsin,
increase in freight-in expenses related to GeoFiles, amortization of license
fees and other intangibles, royalties on new products, higher shipping and
handling costs and a one-time air freight charge relating to a special promotion
on GeoFiles.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $2,415,781 (20.2% of gross sales) during
the three months ended September 30, 2000 from $1,900,885 (23.4% of gross sales)
in the same period in fiscal 2000. The increase is primarily attributable to
sales volume related increases in commissions ($72,669), advertising and
promotion ($68,334), and customer promotional allowances ($85,239).
Additionally, audit and legal expenses increased $62,598, and depreciation and
amortization increased $87,259 between periods.
OTHER INCOME (EXPENSE). Other income for three months ended September 30,
2000 was $40,600 compared to other income of $137,279 for the quarter ended
September 30, 1999. The reduction in other income during the second quarter this
year compared to last year is due to favorable settlements of amounts owed to
vendors in the second quarter ended September 30, 1999.
INTEREST EXPENSE. Interest expense increased to $372,956 (3.1% of gross
sales) for the three months ended September 30, 2000, compared to $183,824 (2.3%
of net sales) during the same period in fiscal 2000. The higher interest expense
was due to an increase in borrowings from the Company's line of credit with its
bank.
Six Months Ended September 30, 2000 vs. Six Months Ended September 30, 1999
NET SALES. Net sales increased 62.1% to $19,524,410 in the six months ended
September 30, 2000 from $12,041,790 in the six months ended September 30, 1999.
The increase in sales of $7,482,620 was mainly attributable to new products due
to the acquisition of Domtar's specialty paper product line and the introduction
of the GeoFiles product line. Domtar Paper sales of $2,005,885 and GeoFile sales
of $3,255,849 account for 26.8% and 43.5% of the sales increase, respectively.
Sales of core paper products have increased $2,344,332, and international sales
are currently running behind the comparable period last year by ($123,446).
GROSS MARGIN. Gross margin for the six months ended September 30, 2000 was
$4,678,871 compared to $3,543,318 for the six months ended September 30, 1999.
Gross margin as a percentage of gross sales decreased to 20.9% in the six months
ended September 30, 2000, from 25.9% in the same period in fiscal 2000. The
lower gross margin percentage is attributable to higher accruals for customer
program costs, warehouse set-up costs for the distribution centers in Wisconsin,
increase in freight-in
-2-
expenses related to GeoFiles, amortization of license fees and other
intangibles, royalties on new products, higher shipping and handling costs and a
one time air freight charge relating to a special promotion on GeoFiles.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $4,430,373 (19.8% of gross sales) during
the six months ended September 30, 2000 from $3,349,808 (24.5% of gross sales)
in the same period in fiscal 2000. The increase is primarily attributable to
sales volume related increases in commissions ($113,714), advertising and
promotion ($219,363), and customer promotional allowances ($407,000).
Additionally, depreciation and amortization increased $101,658 between periods.
OTHER INCOME (EXPENSE). Other income for the six months ended September 30,
2000 amounted to $26,222 compared to $309,671 for the six months ended September
30, 1999. The reduction is due to the income recognized through September 30,
1999 from favorable settlements of amounts owed to vendors.
INTEREST EXPENSE. Interest expense increased to $594,771 (2.7% of gross
sales) during the six months ended September 30, 2000, compared to $421,569
(3.1% of gross sales) during the same period in fiscal 2000. The higher interest
expense was due to increased borrowings, primarily caused by the increases in
receivables and inventories supporting higher sales volumes.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the rapid growth of the Company's specialty papers group,
the introduction of the plastic file cabinet and storage group, and the
acquisition of certain assets from Domtar, the Company has required, and
continues to require, substantial externally provided working capital. At the
date of this Report, the Company's only other available source of working
capital consisted of borrowings available under its revolving credit facility.
The revolving credit facility permits borrowings of up to $9.5 million subject
to a borrowing base limitation of 75% of the value of the Company's eligible
accounts receivable and 50% of the value of its eligible inventory. Borrowings
under the facility bear interest at LIBOR plus 2.5% and are secured by
substantially all of the Company's assets. Under the terms of the facility, the
Company is required to comply with a number of financial covenants relating to,
among other things, the maintenance of minimum net worth, debt-to-equity ratios
and cash flow coverage ratios. Borrowings under this facility were $8,466,788 at
September 30, 2000. Other sources and uses of liquidity are described in Item 5
- - Other Information.
NEW ACCOUNTING PRONOUNCEMENTS
In June, 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133, as amended, is effective for fiscal years beginning after June 15, 2000.
SFAS No. 133, requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, the type of hedge transaction. The Company does not expect that
the adoption of SFAS No. 133 will have a material impact on its consolidated
financial statements.
In June 2000, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101B. SAB 101B delays the effective date of SAB
101, "Revenue Recognition in Financial Statements," until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB 101
provides guidance on revenue recognition and the SEC staff's views on the
application of accounting principles to selected revenue recognition issues. The
Company does not expect that the adoption of SAB 101 will have material impact
on its consolidated financial statements.
-3-
In September 2000, the Emerging Issues Task Force (EITF) reached consensus
on Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs." Issue
No. 00-10 deals with the accounting for income billed and costs related to
shipping and handling charges on processing and delivery of customer orders.
Application of EITF 00-10 is required no later than the fourth fiscal quarter of
fiscal years beginning after December 15, 1999. The EITF concluded that amounts
directly billed to customers for shipping and handling should be classified as
revenue. The Company does not expect that the adoption of EITF 00-10 will have
material impact on its consolidated financial statements.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Substantially all of the revenue and operating expenses of the Company's
foreign subsidiaries are denominated in local currencies and translated into US
dollars at rates of exchange approximating those existing at the date of the
transactions. Foreign currency translation impacts primarily revenue and
operating expenses as a result of foreign exchange rate fluctuations. The
Company's foreign currency transaction risk is primarily limited to amounts
receivable from its foreign subsidiaries, which are denominated in local
currencies. The Company does not currently utilize foreign currency hedging
contracts.
The Company also has foreign exchange translation exposures resulting from
the translation of foreign currency-denominated earnings into U.S. dollars in
the Company's consolidated financial statements. Foreign currency transaction
exposure arises when an operating unit transacts business denominated in a
currency that is not its own functional currency. The Company's transaction
risks are attributable primarily to inventory purchases from third party
vendors. The introduction of the Euro has significantly reduced such risks, and
transaction exposures on an overall basis are not material.
If the U.S. dollar uniformly increases in strength by 10% in fiscal year
2001 relative to the currencies in which the Company's sales are denominated,
loss before taxes would increase by $104,000 for the quarter ended September 30,
2000. This calculation assumes that each exchange rate would change in the same
direction relative to the U.S. dollar. In addition to the direct effects of
changes in exchange rates, which are a changed dollar value of the resulting
sales, changes in exchange rates also affect the volume of sales or the foreign
currency sales price as competitors' products become more or less attractive.
The Company's sensitivity analysis of the effects of changes in foreign currency
exchange rates does not factor in a potential change in sales levels or local
currency prices.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Sales Of Unregistered Securities
From April 1, 2000 to September 30, 2000, the Company has issued 11,208,110
shares of common stock totaling $5,032,850 in a private placement at $0.45 per
share, pursuant to an exemption from registration under Sections 4(2) and 4(6)
of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
The following officers and directors of the Company purchased shares pursuant to
the offering:
Shares
---------
James L. Dorman CEO & Director 1,111,111
William T. Graham Director 3,333,333
---------
Totals 4,444,444
=========
-4-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of Geographics, Inc. held on
September 28, 2000, the following proposals were submitted for approval of the
Shareholders and approved by the votes indicated below:
To elect James L. Dorman, William T. Graham, and C. Joseph Barnette as the
Board of directors of Geographics:
Nominee For Withheld Abstain Non-votes
- ------- ---------- -------- ------- ----------
James L. Dorman 23,915,544 0 19,500 13,774,211
William T. Graham 23,913,544 2,000 19,500 13,774,211
C. Joseph Barnette 23,915,544 0 19,500 13,774,211
With respect to the proposal to approve the plan of merger to redomesticate
the Company under the laws of the State of Delaware:
For Against Abstain Non-votes
---------- ------- ------- ----------
23,917,644 17,100 300 13,774,211
With respect to the proposal to approve the 1999 Stock Option Plan:
For Against Abstain Non-votes
---------- ------- ------- ----------
23,435,254 149,500 350,200 13,774,301
With respect to the ratification of the selection of KPMG as independent
auditor of the Company:
For Against Abstain Non-votes
---------- ------- ------- ----------
23,900,644 34,500 300 13,773,811
ITEM 5 - OTHER INFORMATION
Reincorporation in Delaware
On October 16, 2000, the Company consummated its merger into a wholly-owned
Delaware subsidiary, pursuant to which each outstanding share of common stock of
the existing Wyoming corporation was converted into an equal number of identical
securities of the Delaware corporation. In connection with the reincorporation,
the par value of the Company's common stock was changed from no par value to
$.001 per share. The surviving entity, also named Geographics, Inc. is a
Delaware corporation with a Board of Directors and shareholders identical to
that of the former Geographics, Inc., which was a Wyoming corporation. The
reincorporation is more fully described in the Company's Proxy Statement to
Shareholders dated September 8, 2000.
New Products and Distribution Opportunities
To broaden its European distribution channels, as of October 31, 2000, the
Company entered into an agreement with Atlanta Group BV, the European subsidiary
of Smead Manufacturing Corporation to sell certain assets of Geographics Europe,
Ltd., the Company's European subsidiary. The assets sold consist of inventory,
customer files, customer records, sales history, sales orders, supply contracts,
-5-
goodwill and know-how, which represent all of the assets necessary to operate
the business. The Company has retained ownership of its designs, copyrights and
trademarks, and has provided an exclusive license to Smead/Atlanta Group for the
use of the Geographics brand for paper products and a non-exclusive license to
the Geofile brand for file and storage products in exchange for royalty payments
on sales of the licensed products. Atlanta Group BV is headquartered Hoogezand,
The Netherlands, and also has distribution facilities in Austria, Belgium,
England, France, Germany, Spain, Portugal and Switzerland. Under the terms of
the agreement, the Company has received approximately $500,000 in initial
proceeds, and will receive royalties of 5% of the sales of all of the Company's
products sold by the Smead/Atlanta Group.
To expand its product offerings and customer base, as of December 18, 2000,
the Company has entered into an agreement to acquire certain assets of the
Z-GRAFIX(R) brand image paper from Kansas City, Missouri based Z-International,
Inc. Under the terms of the agreement, the Company and Z-International have
entered into a license agreement for the Company to use the Z-GRAPHIX name.
Under the terms of the agreement, the Company has made an initial payment of
$100,000, will pay for inventory as sold, and will negotiate for the payment of
remaining inventory, if any, at a future date. The agreement also provides for
the payment of commissions on net sales, which shall not exceed three years. The
Z-International product line acquisition was funded from the proceeds of the
Smead/Atlanta transaction.
The Company has also entered into an exclusive supply and distribution
agreement, effective as of November 28, 2000, for the production and
distribution of its products in Mexico. Under the agreement, the Company's paper
products will be printed and packaged in Mexico, and will be sold directly to
the Company's Mexican distributor in US dollars. This arrangement will greatly
enhance the Company's ability to service its customers in Mexico, such as Office
Depot and Wal-Mart, as well as enhancing the ability to reach traditional
Mexican retailers.
As of the date of this report, the Company has entered into negotiations
for a long-term lease of a warehouse and sales offices in Waukesha, Wisconsin.
The Company intends to consolidate its warehouse operations currently located in
Toronto, Canada, Dallas, Texas, Madison and Windsor, Wisconsin to Waukesha,
Wisconsin. The Milwaukee sales office will also be relocated into the Waukesha
facility.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27.1 Financial Data Schedule for the quarter ended September 30, 2000.
(b) There were no reports on Form 8-K filed during the quarter ended
September 30, 2000.
-6-
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this form 10-Q/A to be signed on its
behalf by the undersigned, thereunto duly authorized on this th day of March,
2002.
GEOGRAPHICS, INC.
By: /s/ James L. Dorman
-------------------------------------
James L. Dorman
President and Chief Executive Officer
By: /s/ Michael Oakes
-------------------------------------
Michael Oakes
Controller
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GEOGRAPHICS, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND MARCH 31, 2000
SEPTEMBER 30, 2000 MARCH 31, 2000
------------------ --------------
(RESTATED AND
UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 426,335 $ 360,612
Accounts receivable
Trade receivables, net of allowances of $823,000 and
$1,587,469 at September 30 and March 31, 2000,
respectively 8,449,245 6,053,810
Other receivables 424,424 25,555
Inventories 8,893,228 5,301,171
Prepaid expenses, deposits, and other current assets 973,613 562,244
------------ ------------
Total current assets 19,166,845 12,303,392
PROPERTY, PLANT AND EQUIPMENT, NET 9,089,898 9,304,864
LICENSES, TRADEMARKS AND OTHER INTANGIBLE ASSETS,NET 3,052,614 317,170
OTHER ASSETS 392,333 442,018
------------ ------------
TOTAL ASSETS $ 31,701,690 $ 22,367,444
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdrafts $ 377,104 $ 259,551
Note payable to bank 7,466,788 5,764,627
Accounts payable 6,069,086 3,699,532
Accrued liabilities 3,162,759 2,083,523
Current portion of long-term debt 1,097,643 1,368,212
------------ ------------
Total current liabilities 18,173,380 13,175,445
LONG-TERM DEBT 3,118,222 3,539,926
------------ ------------
Total liabilities 21,291,602 16,715,371
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value - 100,000,000 shares authorized,
38,173,699 and 26,965,589 shares issued and outstanding at
September 30 and March 31, 2000, respectively 25,877,731 20,844,881
Additional paid-in capital 259,632 132,944
Accumulated other comprehensive loss (314,790) (233,318)
Accumulated deficit (15,412,485) (15,092,434)
------------ ------------
Total stockholders' equity 10,410,088 5,652,073
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 31,701,690 $ 22,367,444
============ ============
See accompanying notes to condensed consolidated financial statements.
F-1
GEOGRAPHICS, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
(RESTATED) (RESTATED)
SALES $11,936,290 $ 8,130,428 $22,374,633 $13,675,844
Returns and Allowances (1,616,554) (1,095,002) (2,850,223) (1,634,054)
----------- ----------- ----------- -----------
Net Sales 10,319,736 7,035,426 19,524,410 12,041,790
COST OF SALES 8,150,863 5,002,103 14,845,539 8,498,472
----------- ----------- ----------- -----------
Gross Margin 2,168,873 2,033,323 4,678,871 3,543,318
S.G.& A. EXPENSES 2,415,781 1,900,885 4,430,373 3,349,808
----------- ----------- ----------- -----------
Operating Income (Loss) (246,908) 132,438 248,498 193,510
OTHER INCOME (EXPENSE)
Interest Expense (372,956) (183,824) (594,771) (421,569)
Other Income 40,600 137,279 26,222 309,671
----------- ----------- ----------- -----------
Total Other Income (Expense) (332,356) (46,545) (568,549) (111,898)
NET INCOME (LOSS) BEFORE INCOME TAXES (579,264) 85,893 (320,051) 81,612
PROVISION FOR INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET INCOME (LOSS) (579,264) 85,893 (320,051) 81,612
----------- ----------- ----------- -----------
OTHER COMPREHENSIVE INCOME (LOSS) -
FOREIGN CURRENCY TRANSLATION (80,783) (54,704) (81,472) (54,103)
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $ (660,047) $ 31,189 $ (401,523) $ 27,509
=========== =========== =========== ===========
NET INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
Basic $ (0.02) $ 0.01 $ (0.01) $ 0.01
=========== =========== =========== ===========
Diluted $ (0.02) $ 0.01 $ (0.01) $ 0.01
=========== =========== =========== ===========
SHARES USED IN COMPUTING NET INCOME (LOSS) PER
COMMON AND COMMON EQUIVALENT SHARE
Basic 37,770,736 15,043,364 35,929,210 12,450,308
=========== =========== =========== ===========
Diluted 37,770,736 15,422,953 35,929,210 12,829,897
=========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
F-2
SIX MONTHS ENDED
-----------------------------
SEPTEMBER 30, SEPTEMBER 31,
2000 1999
------------- -------------
(RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (Loss) $ (320,051) $ 81,612
Adjustments to reconcile net income (loss) to net
cash flows from operating activities
Depreciation and amortization 994,030 652,148
Loss on sale/disposal of property and equipment -- 1,770
Stock based compensation 59,688 --
Interest on debentures 67,000 --
Changes in operating assets and liabilities
Trade receivables (2,471,839) (1,659,572)
Other receivables (400,015) 127,391
Inventories (3,718,977) (490,869)
Prepaid expenses, deposits and other current assets (427,448) 273,422
Licenses, trademarks and other intangible assets (41,308) --
Other assets 49,685 (79,888)
Accounts payable 2,388,122 720,021
Accrued liabilities 1,107,077 (1,037,222)
----------- -----------
Net cash flows from operating activities (2,714,036) (1,411,187)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment (426,671) (160,738)
Purchase of certain Innovative Storage Design assets -- (261,163)
Purchase of certain Domtar Consumer Products assets (3,049,138) --
----------- -----------
Net cash flows from investing activities (3,475,809) (421,901)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank overdrafts 117,553 (93,150)
Net borrowings (repayments) on note payable to bank 1,702,161 (1,489,919)
Repayment of long-term debt (692,273) (692,807)
Proceeds from note payable to officer and director 1,000,000 100,000
Repayment of note payable to officer and director (1,000,000) (100,000)
Proceeds from the issuance of common stock 5,032,850 4,200,648
----------- -----------
Net cash flows from financing activities 6,160,291 1,924,772
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 95,277 (54,102)
----------- -----------
NET CHANGE IN CASH 65,723 37,582
CASH, BEGINNING OF PERIOD 360,612 130,967
----------- -----------
CASH, END OF PERIOD $ 426,335 $ 168,549
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest $ 464,256 $ 421,569
=========== ===========
Non-cash financing and investing activities -
common stock issued for assets $ -- $ 200,280
=========== ===========
See accompanying notes to condensed consolidated financial statements.
F-3
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim unaudited condensed consolidated financial
statements of Geographics, Inc. (the "Company" or "Geographics") have been
prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, such interim statements reflect all adjustments (consisting of
normal recurring accruals) necessary to present fairly the financial position
and the results of operations and cash flows for the interim periods presented.
The results of operations for these interim periods are not necessarily
indicative of the results to be expected for the full year. These statements
should be read in conjunction with the audited consolidated financial statements
and footnotes included in the Company's annual report on Form 10-K/A for the
fiscal year ended March 31, 2000.
The consolidated financial statements include the accounts of Geographics
and its wholly-owned subsidiaries: Geographics Marketing Canada Inc. (inactive),
Geographics (Europe) Limited and Geographics Australia, Pty. Limited. All
intercompany balances and transactions have been eliminated in consolidation.
NOTE 2 - RESTATEMENT
The Company has determined to restate its annual consolidated financial
statements and its condensed consolidated quarterly financial statements for the
year ended March 31, 2001, to adjust the useful life of the Domtar license and
other intangibles from 15 years to 6 years, resulting in additional amortization
expense of $75,000 for the three months and $150,000 for the six months ended
September 30, 2000. The following sets forth the effect of this adjustment:
AS PREVIOUSLY AS
REPORTED ADJUSTMENT RESTATED
------------- ------------ ------------
AT SEPTEMBER 30, 2000:
Licenses, Trademarks and Other Intangible Assets $ 3,202,614 $ (150,000) $ 3,052,614
Total Assets 31,851,690 (150,000) 31,701,690
Accumulated Deficit (15,262,485) (150,000) (15,412,485)
Stockholders' Equity 10,560,088 (150,000) 10,410,088
Total Liabilities and Stockholders' Equity $ 31,851,690 $ (150,000) $ 31,701,690
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000:
Cost of Sales $ 8,075,863 $ 75,000 $ 8,150,863
Gross Margin 2,243,873 (75,000) 2,168,873
Income (Loss) Before Tax (504,264) (75,000) (579,264)
Net Income (Loss) $ (504,264) $ (75,000) $ (579,264)
Net Income (Loss) Per Share $ (0.01) $ (0.01) $ (0.02)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000:
Cost of Sales $ 14,695,539 $ 150,000 $ 14,845,539
Gross Margin 4,828,871 (150,000) 4,678,871
Income (Loss) Before Tax (170,051) (150,000) (320,051)
Net Income (Loss) $ (170,051) $ (150,000) $ (320,051)
Net Income (Loss) Per Share $ -- $ (0.01) $ (0.01)
F-4
NOTE 3 - INVENTORIES
Inventories at September 30, 2000 and March 31, 2000 consisted of the
following:
September 30, March 31,
2000 2000
------------- ----------
Raw materials $ 848,666 $ 619,463
Work-in-process 711,445 1,096,799
Finished goods 7,733,117 3,584,909
---------- ----------
$8,893,228 $5,301,171
========== ==========
NOTE 4 - ASSET ACQUISITION AND COMMITMENTS
Effective as of April 1, 2000, the Company acquired certain assets of the
Consumer Products Business of the Communication Papers Division of Domtar, Inc.
of Canada, for total consideration of $4,781,140, plus expenses of $49,138.
Under the provisions of the agreement, the Company was granted an exclusive
world-wide license to convert, distribute and sell products under certain
exclusive Domtar trademarks, and a non-exclusive license to use the Domtar
Trademark. The initial term of the licenses is for a three year period extending
to March 31, 2003, extendable for an additional three year period, and
automatically renewable thereafter, unless terminated by either party. The
license remains exclusive providing annual sales achieve certain minimum sales
levels, or the payment of minimum royalties. The Agreement also provides for the
payment of royalties on the sale of Domtar products, an option by Domtar to
repurchase the assets at a premium, and the purchase of paper from Domtar.
The total purchase price of these acquired assets, exclusive of inventories
is included in Licenses, Trademarks and Other Intangible Assets in these
condensed consolidated financial statements, and is being amortized to cost of
sales over a six year period on the straight-line basis.
NOTE 5 - NET SALES BY PRODUCT CATEGORY
The Company's operations are classified into two product categories:
Designer Stationery and Specialty Papers, and Plastic Filing and Storage
Cabinets. Net sales attributable to each class of product are as follows:
Three Months Ended Six Months Ended
September 30, September 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
Designer Stationeries and Specialty Papers $ 7,705,152 $ 7,035,426 $16,268,561 $12,041,790
Plastic Filing and Storage Cabinets 2,614,584 -- 3,255,849 --
----------- ----------- ----------- -----------
$10,319,736 $ 7,035,426 $19,524,410 $12,041,790
=========== =========== =========== ===========
F-5
NOTE 6 - NET INCOME (LOSS) PER SHARE
The numerators and denominators of basic and diluted net income (loss) per
share are as follows:
Three Months Ended Six Months Ended
September 30, September 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
(Restated) (Restated)
Net income (loss) (numerator) $ (579,264) $ 85,893 $ (320,051) $ 81,612
============ ============ ============ ============
Shares used in the calculation (denominator)
Weighted average shares outstanding 37,770,736 15,043,364 35,929,210 12,450,308
Effect of dilutive stock options and warrants -- 379,589 -- 379,589
------------ ------------ ------------ ------------
37,770,736 15,422,953 35,929,210 12,829,897
============ ============ ============ ============
Outstanding stock options and warrants that could potentially dilute basic net
income (loss) per share in the future that were not included in the computation
of diluted net loss per share in 2001, because to do so would have been
antidilutive, are 657,517 shares.
F-6