UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15 (d) of the Securities
- --- Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2001
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
COMMISSION FILE NUMBER 000-29883
IMPRESO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2849585
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(Address of principal executive offices)
(972) 462-0100
(Registrant's telephone number, including area code)
Indicate by check mark 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date.
<Table>
<Caption>
Class of Common Stock Shares outstanding at January 11, 2002
--------------------- --------------------------------------
$0.01 Par Value 5,278,780
</Table>
IMPRESO, INC. AND SUBSIDIARIES
FORM 10-Q
NOVEMBER 30, 2001
INDEX
<Table>
<Caption>
PAGE NUMBER
-----------
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Interim Consolidated Balance Sheets at November 30,
2001 (Unaudited) and August 31, 2001 1
Interim Consolidated Statements of Operations for the
Three Months Ended November 30, 2001 and 2000
(Unaudited) 3
Interim Consolidated Statements of Cash Flows for the
Three Months Ended November 30, 2001 and 2000
(Unaudited) 4
Notes to Interim Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</Table>
IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<Table>
<Caption>
November 30, August 31,
2001 2001
-------------- --------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 161,228 $ 211,352
Trade accounts receivable, net of allowance for doubtful
accounts of $397,702 at November 30, 2001 and
$342,780 at August 31, 2001 9,590,027 11,748,088
Inventories 36,094,102 38,459,817
Prepaid expenses and other 444,398 234,411
Deferred income tax assets 136,945 116,545
-------------- --------------
Total current assets 46,426,700 50,770,213
-------------- --------------
Property, plant and equipment, at cost 21,784,254 21,725,088
Less-Accumulated depreciation (10,804,543) (10,511,892)
-------------- --------------
Net property, plant and equipment 10,979,711 11,213,196
-------------- --------------
Other assets 190,330 219,188
-------------- --------------
Total assets $ 57,596,741 $ 62,202,597
============== ==============
</Table>
The accompanying notes are an integral part of these consolidated
financial statements.
1
IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
November 30, August 31,
2001 2001
-------------- --------------
(Unaudited)
Current liabilities:
Accounts payable $ 13,603,572 $ 18,572,200
Accrued liabilities 2,633,301 1,942,241
Current maturities of long-term debt 661,266 1,404,562
Line of credit 18,082,151 18,308,338
Current maturities of prepetition debt 7,559 7,484
-------------- --------------
Total current liabilities 34,987,849 40,234,825
Deferred income tax liability 949,163 926,675
Long-term debt, net of current maturities 5,916,819 6,083,279
Long-term portion of prepetition debt, net of current maturities 243,259 245,175
-------------- --------------
Total liabilities 42,097,090 47,489,954
-------------- --------------
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $.01 par value; 5,000,000 shares authorized;
0 shares issued and outstanding -- --
Common Stock, $.01 par value; 15,000,000 shares authorized;
5,292,780 issued and 5,278,780 outstanding at November 31, 2001 52,928 52,928
and August 31, 2001
Warrants 21,079 --
Treasury StStock (14,000 shares, at cost) (38,892) (38,892)
Additional paid-in capital 6,319,682 6,319,682
Retained earnings 9,144,854 8,378,925
-------------- --------------
Total stockholders' equity 15,499,651 14,712,643
-------------- --------------
Total liabilities and stockholders' equity $ 57,596,741 $ 62,202,597
============== ==============
</Table>
The accompanying notes are an integral part of these consolidated
financial statements.
2
IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<Table>
<Caption>
Three Months Ended
November 30,
2001 2000
------------ ------------
Net sales $ 25,401,360 $ 21,250,206
Cost of sales 22,802,742 18,954,129
------------ ------------
Gross profit 2,598,618 2,296,077
------------ ------------
Other costs and expenses:
Selling, general and administrative 2,098,774 1,790,191
Interest expense 452,494 346,500
Other income, net (1,153,427) (46,981)
------------ ------------
Total other costs and expenses 1,397,841 2,089,710
------------ ------------
Income before income tax expense 1,200,777 206,367
------------ ------------
Income tax expense:
Current 432,760 70,803
Deferred 2,088 8,400
------------ ------------
Net income $ 765,929 $ 127,164
------------ ------------
Net income per share (basic and diluted) $ 0.15 $ 0.02
============ ============
Weighted average shares outstanding 5,278,780 5,289,494
============ ============
</Table>
The accompanying notes are an integral part of these consolidated financial
statements.
3
IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<Table>
<Caption>
Three Months Ended
November 30,
2001 2000
----------- -----------
Cash Flows From Operating Activities:
Net income $ 765,929 $ 127,164
Adjustments to reconcile net income to net
cash used in operating activities-
Depreciation and amortization 292,651 196,570
Gain on sale of property, plant and equipment -- (4,632)
Deferred income taxes 2,088 8,400
Decrease in trade accounts receivable, net 2,158,061 1,183,871
Decrease (increase) in inventory 2,365,715 (928,557)
Increase in prepaid expenses and other (209,987) (63,359)
(Decrease) increase in accounts payable (4,968,628) 2,294,973
Increase (decrease) in accrued liabilities 691,060 (688,844)
----------- -----------
Net cash provided by operating activities 1,096,889 2,125,586
----------- -----------
Cash Flows From Investing Activities:
Additions to property, plant and equipment (59,166) (9,620)
Change in other assets 28,858 (16,132)
----------- -----------
Net cash used in investing activities (30,308) (25,752)
----------- -----------
Cash Flows From Financing Activities:
Net payments on line of credit (226,187) (2,043,872)
Payments on prepetition debt (1,841) (1,770)
Net payments on post-petition debt (909,756) (44,049)
Purchase of Treasury Stock -- (35,640)
Warrant Issued 21,079 --
----------- -----------
Net cash used in financing activities (1,116,705) (2,125,331)
----------- -----------
Net decrease in cash and cash equivalents (50,124) (25,497)
Cash and cash equivalents, beginning of period 211,352 149,527
----------- -----------
Cash and cash equivalents, end of period $ 161,228 $ 124,030
=========== ===========
</Table>
The accompanying notes are an integral part of these consolidated financial
statements.
4
IMPRESO, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND NATURE OF BUSINESS:
Impreso, Inc., a Delaware corporation (referred to collectively with its
subsidiaries as the "Company"), is the parent holding company of TST/Impreso,
Inc. ("TST"), a manufacturer and distributor to dealers and other resellers of
paper and film products for commercial and home use in domestic and
international markets, and Hotsheet.com, Inc., the owner and operator of the
Hotsheet.com web portal. Currently, TST has one wholly owned subsidiary,
TST/Impreso of California, Inc., which was formed to support the activities of
the paper converting segment of the Company's business.
2. INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS:
In the opinion of management, the unaudited Interim Consolidated Financial
Statements of the Company include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the Company's
financial position as of November 30, 2001 and its results of operations for the
three months ended November 30, 2001 and 2000. Results of the Company's
operations for the interim period ended November 30, 2001 may not be indicative
of results for the full fiscal year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations promulgated by the Securities and Exchange
Commission (the "SEC").
The unaudited Interim Consolidated Financial Statements should be read in
conjunction with the audited Consolidated Financial Statements and accompanying
notes of the Company and its subsidiaries, included in the Company's Form 10-K,
for the fiscal year ended August 31, 2001 ("Fiscal 2001"). Accounting policies
used in the preparation of the unaudited Interim Consolidated Financial
Statements are consistent in all material respects with the accounting policies
described in the Notes to Consolidated Financial Statements in the Company's
Form 10-K.
3. INVENTORIES:
Inventories are stated at the lower of cost (principally on a first-in,
first-out basis) or market and include material, labor and factory overhead.
Inventories consisted of the following:
5
<Table>
<Caption>
November 30, August 31,
2001 2001
----------- -----------
Finished goods $20,540,207 $20,537,593
Raw materials 14,722,281 17,405,968
Supplies 795,313 464,679
Work-in-process 36,301 51,577
----------- -----------
Total inventories $36,094,102 $38,459,817
=========== ===========
</Table>
4. LONG -TERM DEBT AND LINE OF CREDIT:
<Table>
<Caption>
The following is a summary of long-term debt and line of credit: November 30, August 31,
2001 2001
-------------- --------------
Line of Credit with a commercial financial corporation under revolving credit
line maturing May 2003, secured by inventories, trade accounts receivable,
equipment, goodwill associated with TST's trademark "IMPRESO" (no value on
financial statements), and a personal guarantee by the trustee of a trust which
is a majority stockholder of the Company, interest payable monthly at prime plus
.25% (5.75% at November 30, 2001) $ 18,082,151 $ 18,308,338
Note payable to a commercial financial corporation, secured by real property,
payable in monthly installments of $15,150.60 (including interest at 9.5%, or
4.5% above the 11th District cost of funds rate, whichever is greater) (9.50% at
November 30, 2001), maturing August 2008 1,669,352 1,672,731
Note payable to a commercial financial corporation, secured by real property and
equipment, payable in monthly installments of $4,457.30 (including interest at
8.50%), maturing December 2009 305,364 311,942
Note payable to a commercial financial corporation, secured by real property and
equipment, payable in monthly installments of $10,843.37 (including interest at
8.50%), maturing August 2010. Revolving lender's blanket lien subordinated to
note's collateral 797,452 812,436
Note payable to a commercial financial corporation, secured by real property,
payable in monthly installments of $2,834.45 (including interest at 5.5%),
maturing November 2010 238,150 243,318
Notes payable to various commercial financial corporations, secured by
equipment, interest rates ranging from 1.9% to 11.17%, maturing at various dates
from December 2002 thru July 2005 591,789 638,289
</Table>
6
<Table>
Notes payable to a commercial financial corporation, secured by real property
and a personal guarantee by the trustee of a trust which is a majority
stockholder of the Company, payable in monthly installments of $21,406.61
(including interest at 8%), maturing May 2011 2,193,592 2,213,667
Acquisition note payable, unsecured, payable in quarterly installments of $15,000
(including interest at 8%), maturing April 2006 270,000 285,000
Acquisition note payable, secured by equipment, payable in monthly installments of
$16,024.10, no interest, maturing May 2003 512,386 560,458
Note payable, unsecured, payable in three weekly installments of $200,000
beginning in November 2001 and one final payment of $150,000, no interest,
maturing November 2001 -- 750,000
Prepetition-
Note payable to a commercial financial corporation, secured by real property and
equipment and a personal guarantee by the trustee of a trust which is a majority
stockholder, payable in monthly installments of $1,460.83 (including interest at
4%), maturing June 2023 250,818 252,659
-------------- --------------
Total 24,911,054 26,048,838
Less-Current maturities (18,750,976) (19,720,384)
-------------- --------------
Long-term debt $ 6,160,078 $ 6,328,454
============== ==============
</Table>
Prepetition amount listed above represents the renegotiated amounts and terms
under the 1993 plan of reorganization.
In March 2001, TST amended its revolving line of credit to increase the line
from $14.9 million to $22 million. The amended revolving credit line is limited
to the lesser of $22 million or a percentage of eligible trade accounts
receivable and inventories, as defined. The remaining availability under the
revolving credit line was $3.6 million as of November 30, 2001.
The line of credit, as amended, has restrictive covenants requiring the
maintenance of a minimum tangible net worth and working capital requirements, as
defined. One of the notes payable contains restrictive covenants on current and
debt to worth ratios, and the payment of cash dividends. As of November 30,
2001, the Company was in compliance with all covenants.
7
5. SUPPLEMENTAL CASH FLOW INFORMATION:
<Table>
<Caption>
Three Months Ended
November 30,
2001 2000
-------- --------
Cash paid during the period for:
Interest $452,494 $346,500
Income taxes $134,606 $ 76,877
</Table>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE INTERIM PERIODS ENDED NOVEMBER 30, 2001 AND
NOVEMBER 30, 2000
Net Sales---Net sales increased from $21.3 million in the three months ended
November 30, 2000 ("First Quarter 2001"), to $25.4 million for the three months
ended November 30, 2001 ("First Quarter 2002"), an increase of 19.5% as a result
of new customers due to the acquisition of the Sky Division of Durango Georgia
Converting, LLC ("Sky") and fewer competitors in the marketplace.
Gross Profit---Gross profit increased from $2.3 million in the First Quarter
2001 to $2.6 million in the First Quarter 2002, an increase of approximately
13.2%. The increase in gross profit was primarily the result of increased sales.
Our gross profit margin decreased to 10.2% for the First Quarter 2002, as
compared to 10.8% for the corresponding period of the prior year. The decreased
gross profit margin resulted from increased transportation costs.
Selling, General and Administrative Expenses---SG&A expenses for First Quarter
2002 were $2.1 million, or 8.2% of net sales, as compared to $1.8 million, or
8.4% of net sales for First Quarter 2001. SG&A expense increased in dollars in
the First Quarter 2002 as compared to the First Quarter 2001 due primarily to
the integration of new personnel from the acquisition of Sky. SG&A decreased as
a percentage of net sales in Fiscal 2001 due to our acquisition of Sky's
customers and leveraging existing fixed costs.
Interest Expense---Interest expense increased from $347,000 in the First Quarter
2001 to $452,000 in the First Quarter 2002, an increase of $106,000, or
approximately 31%. The increased borrowings were incurred to finance TST's
acquisition of Sky.
Income Taxes---Our income tax expense for the First Quarter 2002 increased to
$435,000, as compared to $79,000 for the corresponding period of the prior year.
The increase resulted primarily from increased income.
On October 16, 2001, TST/Impreso, Inc. received approximately $1 million in a
United States class action lawsuit involving international and domestic
manufacturers' alleged attempt to fix jumbo roll
8
thermal facsimile paper prices in the United States. TST/Impreso, Inc. was not a
named plaintiff and did not participate in the lawsuit. The plaintiff class
settled the six year old suit with the defendants. The award is reported as
other income in First Quarter 2002.
Liquidity and Capital Resources
Working capital increased to $11.4 million at November 30, 2001 from $10.5
million at August 31, 2001. This represented an increase of 8.5%.
In March 2001, TST entered into an agreement with a bank for a two-year renewal
of its revolving line of credit. The new agreement increases the line from $14.9
million to $22 million. The loan is secured by, among other things, inventory,
trade receivables, equipment and a personal guarantee of Marshall Sorokwasz, our
Chairman of the Board and President, and Trustee of a trust which is a principal
shareholder of our Company. Available borrowings under this line of credit,
which accrues interest at the prime rate of interest plus .25% (5.75% at
November 30, 2001), are based upon specified percentages of eligible accounts
receivable and inventories. As of November 30, 2001, there was a $3.6 million
borrowing capacity remaining under the $22 million revolving line of credit. The
revolving credit line will mature in May 2003.
We believe that the funds available under the loans encumbering our California,
Texas, Pennsylvania and West Virginia plants, the revolving credit facility,
cash and cash equivalents, trade credit and internally generated funds will be
sufficient to satisfy our requirements for working capital and capital
expenditures for at least the next twelve months. Such belief is based on
certain assumptions, including the continuation of current operations and no
extraordinary adverse events, and there can be no assurance that such
assumptions are correct. In addition, expansion of our operations due to an
increased demand for products TST manufactures or significant growth of
Hotsheet.com, Inc. may require us to obtain additional capital to add new
operations or manufacturing facilities. If that should occur, we anticipate that
the funds required would be generated through securities offerings or additional
debt. There can be no assurance that any additional financing will be available
if needed, or, if available, will be on acceptable terms.
As of November 30, 2001, we did not own derivative or other financial
instruments for trading or speculative purposes. We do not use financial
instruments and, therefore, the implementation of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" does not have a material impact on our financial position or results
of operations.
INVENTORY MANAGEMENT; RAW MATERIALS OF TST
We believe that it is necessary for TST to maintain a large inventory of
finished goods and raw materials to adequately service its customers. In the
First Quarter of 2002, management implemented a program to reduce the inventory
levels of TST. From August 31, 2001 to November 30, 2001, TST's inventories
decreased by 6.15%, reflecting management's success at reducing inventory
levels. Management intends to continue reducing inventory levels through the
second and third quarters of
9
the year ending August 31, 2002 ("Fiscal 2002"). However, downward pressures on
raw material prices could compress the market for our existing inventory and
have a material adverse effect on the results of operations of TST, or restrain
managements attempts at reducing inventory. Raw material paper costs remained
stable in the First Quarter 2002 and the first half of the three month period
ending February 28, 2002 ("Second Quarter 2002"). Management believes that raw
material paper costs will continue to remain stable through the Second Quarter
of 2002.
TST bears the risk of increases in the prices charged by its suppliers and
decreases in the prices of raw materials held in its inventory. If prices for
products held in its finished goods inventory decline, if prices for raw
materials required by it increase, or if new technology is developed that
renders obsolete products distributed and held in inventory by TST, the
Company's business could be materially adversely affected.
TST purchases raw paper, coated thermal facsimile paper, coated technical paper,
carbon and carbonless paper (consisting of a wide variety of weights, widths,
colors, sizes and qualities), transparency film, packaging and other supplies in
the open market from a number of different companies around the world. We
believe that TST has adequate sources of raw material supplies to meet the
requirements of its business. We believe that TST has a good relationship with
all of its current suppliers.
MARKET CONDITIONS OF TST
September 11, 2001's impact on the economy has also impacted the net sales of
TST. Net sales in TST's First Quarter 2002, as compared to the fourth quarter of
Fiscal 2001, declined. The exact impact on the results of operations is not
ascertainable due to the acquisition of Sky in April 2001. Management believes
that the slowed economy will continue to effect the Second Quarter 2002 results
of operations.
Management believes that despite the slower economy, its operations will remain
profitable due to a reduction of competitors in the marketplace and our ability
to maintain finished goods pricing. If selling prices for products manufactured
by us cannot increase in relation to raw material cost increases, or if prices
for products manufactured by us decline as a result of market pressures, our
results of operations could be materially adversely affected.
SEASONALITY
TST may be subject to certain seasonal fluctuations in that orders for products
may decline over the summer months. However, we do not believe that such
fluctuations have a material adverse effect on our results of operations.
Hotsheet.com revenues are partially generated by retail sales which are
typically stronger during the Christmas holiday season.
10
WARRANT ISSUED
The Company issued a warrant to an Investment Banking Consultant on November ,
2001, for 50,000 shares of common stock, at fair market value on the date of
grant of $2.00. The warrant is exercisable for a period of five years from
November 2, 2001. Thirty thousand of the shares become exercisable on the date
of issue, 10,000 six months from the date of issue and 10,000 one year from the
date of issue.
FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis of Financial Condition and the Results of
Operations and other sections of this Form 10-Q contain "forward-looking
statements" about our prospects for the future, including but not limited to our
ability to generate sufficient working capital, our ability to continue to
maintain sales to justify capital expenses, and our ability to generate
additional sales to meet business expansion. Such statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those projected, including availability of raw materials,
availability of thermal facsimile, computer, laser and color ink jet paper, to
the cyclical nature of the industry in which we operate, the potential of
technological changes which would adversely affect the need for our products,
price fluctuations which could adversely impact the large inventory we require,
loss of any significant customer, and termination of contracts essential to our
business. Parties are cautioned not to rely on any such forward-looking
statements or judgments in making investment decisions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are not exposed to market risks such as foreign currency exchange rates, but
are exposed to risks such as variable interest rates. Market risk is the
potential loss arising from adverse changes in market prices and rates. Our
subsidiaries do not have supply contracts with any of their foreign vendors. All
foreign vendors are paid in United States currency. In addition, TST's
international sales of finished goods is insignificant. Accordingly, there are
not sufficient factors to create a material foreign exchange rate risk;
therefore, we do not use exchange commitments to minimize the negative impact of
foreign currency fluctuations.
We had both fixed-rate and variable-rate debts as of November 30, 2001. The fair
market value of long-term variable interest rate debt is subject to interest
rate risk. Generally the fair market value of variable interest rate debt will
decrease as interest rates fall and increase as interest rates rise.
The estimated fair value of our total long-term fixed rate and floating rate
debt approximates carrying value. Based upon our market risk sensitive debt
outstanding at November 30, 2001, there was no material exposure to our
financial position or results of operations.
11
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT NO. DESCRIPTION OF EXHIBITS
(a) No reports on Form 8-K were filed during the quarter ended
November 30, 2001.
12
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: January 14, 2002
Impreso, Inc.
(Registrant)
/s/Marshall Sorokwasz
--------------------------------
Marshall Sorokwasz
Chairman of the Board, Chief
Executive Officer, President,
and Director
/s/Susan Atkins
--------------------------------
Susan Atkins
Chief Financial Officer
and Vice President