<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the three months ending September 30th, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
OF THE EXCHANGE ACT
For the transition period from ______________ to ______________
Commission file number 0-7267
WEB PRESS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 91-0851298
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22023 68th Avenue S., Kent, Washington 98032
--------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (253) 395-3343
Check whether the issuer (1) 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
ninety (90) days Yes X No __
All reports during the preceding 12 months have been filed.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date (applicable only to corporate
issuers): Common Stock, $.025 par value per share; 3,105,413 shares outstanding
as of November 6, 1999.
- - - - - - - - - - - - - - - - - -
Page 1 of 14 pages in this document
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INTRODUCTORY REMARKS
The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. 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 such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
The information furnished reflects all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim period.
It is suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes therein included in the Company's
latest annual report on Form 10-KSB.
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
WEB PRESS CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, 1999
------------------
<S> <C>
ASSETS
Current Assets:
Cash ....................................................... $ 66
Accounts receivable, less
allowance for doubtful
accounts of $14 .......................................... 1,323
Inventories ................................................ 5,420
Refundable income taxes .................................... 84
Deposits ................................................... 52
Prepaid expenses ........................................... 45
------
Total Current Assets .......................................... 6,990
Machinery and Leasehold Improvements, at cost:
Machinery and equipment .................................... 3,416
Leasehold improvements ..................................... 213
------
3,629
Less accumulated depreciation
and amortization .......................................... 2,769
------
Machinery and Leasehold
Improvements (Net) ......................................... 860
------
Total Assets .................................................. $7,850
======
</TABLE>
The above figures are unaudited. The accompanying notes are an integral part of
the balance sheet.
3
<PAGE> 4
WEB PRESS CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, 1999
------------------
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable ............................................ $ 276
Accounts payable ......................................... 757
Customer deposits ........................................ 954
Deferred taxes ........................................... 21
Accrued expenses ......................................... 449
Current portion of long-term debt ........................ 21
------
Total Current Liabilities ................................... 2,478
Long-Term Debt, less current portion ........................ 1,924
Deferred Taxes on Income .................................... 474
Stockholders' Equity:
Common stock, par value $.025 per share:
Authorized, 4,000,000 share
Issued, 3,436,513 shares ................................. 86
Paid in capital ........................................... 320
Retained earnings ......................................... 2,665
------
3,071
Treasury stock, 331,100 shares, at cost ................... (97)
------
Total Stockholders' Equity .................................. 2,974
------
Total Liabilities and Stockholders' Equity .................. $7,850
======
</TABLE>
The above figures are unaudited. The accompanying notes are an integral part of
the balance sheet.
4
<PAGE> 5
WEB PRESS CORPORATION
Consolidated Statements of Operations
For the three and nine months ending September 30,
(Dollars in Thousands Except Earnings Per Share)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
------------------ ------------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales ............................ $2,965 $1,901 $6,659 $6,020
Cost of sales .................... 2,424 1,465 5,293 4,596
------ ------ ------ ------
541 436 1,366 1,424
Selling, general and
administrative expenses ........ 417 519 1,223 1,261
------ ------ ------ ------
124 (83) 143 163
Interest expense ................. 69 54 164 157
------ ------ ------ ------
Earnings (loss) before taxes
(benefit) ...................... 55 (137) (21) 6
Taxes (benefit) on earnings
(loss) ........................ 18 (47) (7) 2
------ ------ ------ ------
Net earnings (loss) .............. $ 37 $ (90) $ (14) $ 4
====== ====== ====== ======
Earnings (loss) per share ........ $ .01 $ (.03) $ .00 $ .00
====== ====== ====== ======
</TABLE>
The above figures are unaudited. The accompanying notes are an integral part of
these statements of earnings.
5
<PAGE> 6
WEB PRESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ending September 30th,
(Dollars in Thousands)
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) ............................ $ (14) $ 4
Adjustments to reconcile net
earnings to net cash provided
(used) by operating activities:
Depreciation and amortization .............. 141 161
Provision for losses on accounts
receivable ............................... 14 6
Deferred taxes on income ................... (22) 2
Inventory valuation reserve ................ 88 112
Retirement of plant assets ................. 3
Increase (decrease) in cash from
changes in operating accounts:
Accounts receivable .................... 637 2,440
Inventory .............................. (1,534) (1,792)
Deposits ............................... (26) 65
Prepaid expenses ....................... (9)
Accounts payable ....................... (119) 248
Customer deposits ...................... 685 136
Accrued expenses ....................... (312) (706)
------- -------
Total adjustments ...................... (448) 666
------- -------
Net cash provided (used) by
operating activities ............................. (462) 670
Cash flows from investing activities:
Capital expenditures ........................... (129) (575)
Proceeds from retirement of assets ............. 55
------- -------
Net cash used by investing activities .............. (129) (520)
Cash flows from financing activities:
Proceeds from issuance of long-term debt ....... 421
Payments on long-term debt ..................... (979) (230)
Net borrowings under short term
line of credit ............................... (211) (325)
Net borrowings under long-term
line of credit ............................... 1,841
------- -------
</TABLE>
Continued on following page
6
<PAGE> 7
Continued from previous page
<TABLE>
<S> <C> <C>
Net cash provided (used) by
financing activities ......................... 650 (134)
------- -------
Net increase in cash ............................... 60 16
Cash at beginning of period ........................ 6 6
------- -------
Cash at end of period .............................. $ 66 $ 22
======= =======
Supplemental disclosures of cash
flow information:
Cash was paid during the year for:
Interest ....................................... $ 160 $ 146
Taxes .......................................... 15
</TABLE>
The above figures are unaudited. The accompanying notes are an integral part of
these statements of cash flows.
7
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WEB PRESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1999
Note 1 - Summary of Significant Accounting Policies:
Principles of consolidation
The accompanying consolidated financial statements include the accounts of Web
Press Corporation and Web Leader International, Inc., its wholly owned Domestic
International Sales Corporation (DISC). All significant inter-company accounts
and transactions have been eliminated in consolidation.
Inventories
Raw materials, work-in-progress and finished goods inventories are stated at the
lower of average cost or market. Used presses and other related press equipment
are stated at the lower of cost (specific identification basis) or market.
Inventory costs include material, labor, and manufacturing overhead.
Inventories were classified as follows:
<TABLE>
<CAPTION>
(Dollars in Thousands)
September 30, 1999
----------------------
<S> <C>
Raw materials and parts
(including subassemblies)............ $2,845
Work-in-progress..................... 1,113
Finished goods....................... 1,163
Used equipment....................... 299
------
$5,420
======
</TABLE>
Machinery and leasehold improvements
Machinery and equipment are depreciated on the straight-line method, for
financial statement purposes, based upon useful lives of three to twelve years.
Leasehold improvements are amortized over their useful lives or the term of the
lease, whichever is shorter. For income tax purposes, accelerated methods are
used for all eligible assets.
Maintenance and repairs are charged directly to costs or expenses as incurred.
Equipment of only nominal value and renewals and betterments that do not
appreciably extend the life of the asset are charged directly to costs or
expenses.
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Fully depreciated or fully amortized assets which are no longer in use or are
not identifiable are written off by charges to the allowance for accumulated
depreciation and amortization. When assets are retired or disposed of, the costs
and accumulated depreciation of such assets are removed from the accounts and
the difference between the net depreciated cost and the amount received is
recorded in the statements of operations.
Revenue recognition
Revenue from sales of manufactured products under firm contracts is recognized
generally at the time equipment is available for shipment. All freight and
installation costs are accrued at the time revenue is recognized. Estimated
costs related to product warranties are provided at the time of sale. Proceeds
received on contracts prior to recognition as a sale are recorded as deposits.
Income taxes
Income taxes are provided on income for financial reporting purposes without
regard to the period in which such taxes are payable. Deferred taxes are
provided for all significant items which are reported for tax purposes in
different periods than the consolidated statements of earnings. Investment tax
credits are recorded as a reduction of Federal income taxes in the year
available.
Earnings per share
Earnings per share-basic and diluted were calculated based on the weighted
average number of shares outstanding. The weighted average-basic and diluted
number of shares outstanding was 3,105,413 in 1999 and 1998.
Note 2 - Financing:
The Company has a revolving line of credit with a commercial bank for borrowing
up to $3 million. Borrowings against this line were $1.841 million on September
30, 1999. That amount is included in long-term debt on the balance sheet. The
loan matures on June 1, 2002. The interest rate charged is the bank's prime
rate. That rate was 8.25 percent on September 30, 1999. Accounts receivable,
firm orders in production, inventories, and values in excess of the long-term
financing on equipment are pledged as collateral.
The company has a second line of credit with the bank for borrowing, on a
short-term basis, up to an additional $2 million to manufacture equipment for
export. On September 30, 1999, borrowings against this line were $276 thousand.
The loan is to be repaid when certain presses manufactured for export ship. The
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interest rate charged is .25 percent under the bank's prime rate. The rate
charged was 8 percent on September 30, 1999. The loan is secured by an "export
working capital guarantee" from the Export-Import Bank of the United States.
Long-term debt consists of the following:
<TABLE>
<CAPTION>
(Dollars in Thousands)
September 30, 1999
----------------------
<S> <C>
Note payable for equipment, 9.38%, due
in monthly installments of $2,198
including interest. Final payment
due in March, 2004...................... $ 97
Note payable for equipment, 8.23%,
due in monthly installments of
$277 including interest. Final
payment due December, 2001.............. 7
----
104
Less current portion.................... 21
----
$ 83
====
</TABLE>
Equipment with original cost of $151 thousand is pledged as collateral under the
notes payable for equipment and the equipment purchase contracts
Note 3 - Common Stock:
The Company's Stock Option Plan permits issuance of stock options to key
employees at prices not less than 100% of market price at the date of grant. An
aggregate of 600,000 shares of common stock is reserved in connection with this
Plan. As of September 30, 1999, no options had been granted under this Plan.
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Operating Results
Sales during the three-month and nine-month periods ending September 30, 1999,
were $2.965 million and $6.569 million, respectively. Sales during the
corresponding periods in 1998 were $1.901 million and $6.020 million. Higher new
equipment sales in both the three-month and nine-month periods accounted for the
increase. For the three-month period new equipment sales were $2.363 million in
1999, compared with $1.558 million in 1998; and for the nine-month period they
were $5.256 million in 1999, compared with $4.400 million in 1998. Used
equipment sales for the nine-month period were $449 thousand in 1999, compared
with $583 thousand in 1998. The sales of replacement parts and service for the
nine-month period were $954 thousand in 1999, compared with $1.037 million in
1998.
Cost of sales, as a percentage of sales, increased to 79.9 percent in the third
quarter of 1999, compared with 77.1 in the third quarter of 1998. For the first
nine months, it was 79.5 percent in 1999 and 76.4 percent in 1998. For the first
nine months of 1999 the gross profit margin on new equipment sales and parts
sales were approximately the same as they were in 1998. In 1999, the company has
incurred $226 thousand in unexpected cost overruns that relate to 1998 sales.
The cost overruns caused most of the increase in cost of sales as a percentage
of sales. The Company does not expect the cost overruns to continue. Development
and engineering costs for the first nine months of 1999 were $364 thousand,
compared with $321 thousand in 1998.
Selling, general and administrative expenses for the third quarter of 1999
declined 19.6 percent compared with the same period in 1998. For the nine-month
period in 1999 they were 3 percent lower than 1998 expenses for the same period.
Lower expense in the third quarter to attend international trade shows, which
totaled $84 thousand in 1999, compared with $225 thousand in 1998, caused most
of the decrease. Payroll costs increased 13.1 percent in 1999, compared with
1998. Incentive compensation, salaries, and the cost of employee benefits all
increased in 1999 from 1998. Most other selling, general and administrative
expenses did not change significantly.
Interest expense in 1999, increased 27.7 percent to $69 thousand in the third
quarter and 4.5 percent $164 thousand for the nine-month period from the
corresponding periods in 1998. The average interest rate on the Company's
revolving lines of credit with the bank was 8.1 percent for the third quarter
and 8.5 percent for the first nine months of 1999, compared with 10.4 percent in
both the third quarter and for the first nine months of 1998. Average
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borrowings from the Company's revolving lines of credit with the bank in 1999
were $2.141 million in the third quarter and $1.933 million for the first nine
months, compared with $624 thousand and $538 thousand for the corresponding
periods in 1998. The higher average borrowings in 1999 results from the
conversion of most of the Company's long-term debt into a long-term revolving
line of credit, allowing the Company to pay interest only on the money it needs.
The lower average interest rate on those borrowings in 1999 is because the
interest rate on the new revolving line of credit is 2 percent lower than the
rate for the retired short-term revolving line of credit used by the Company in
1998 and early 1999.
Net earnings in the third quarter were $37 thousand in 1999, compared with a net
loss of $90 thousand in 1998. For the nine-month period, the Company had a net
loss of $14 thousand in 1999, compared with net earnings of $4 thousand in 1998.
The Company's operating results for the first nine months of 1999 are not
necessarily indicative of results to be expected for the full year, particularly
because of the high value of each order for the Company's equipment and their
irregular timing. The Company expects 1999 sales and earnings to exceed those of
1998.
Liquidity
On April 7, 1999, the company converted its short-term borrowings and two
long-term notes with a bank into a new, longer term, revolving line of credit
with another bank. The total amount borrowed to convert to the new line of
credit was $2.018 million. The new revolving line of credit, which allows for
borrowing up to $3 million, matures on June 1, 2002. This financing facility
increased the company's working capital. On September 30, 1999, net working
capital was $4.512 million and the current ratio was 2.82:1.
Changes in other working capital components from December 31, 1999, include a
decrease in accounts receivable of $637 thousand, an increase in inventories of
$1.534 million, a decrease in accounts payable and accrued expenses of $119
thousand and $312 thousand, respectively, and an increase in customer deposits
of $684 thousand.
The Company is manufacturing equipment in large lots to meet demand for certain
modules and to achieve other manufacturing efficiencies. This has caused
inventories to increase. On September 30, 1999, raw material and parts
inventories had increased $1.077 million; work-in-progress had declined $4
thousand; finished goods had increased $442 thousand; and used equipment had
decreased by $69 thousand, from December 31, 1998.
12
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Capital Resources
Total assets were $7.850 million on September 30, 1999. Stockholder's equity was
$2.974 million on that date, a decrease of $14 thousand from December 31, 1998.
Long-term debt, primarily in the form of the new revolving line of credit, was
$1.924 million. Long-term debt and deferred income taxes, as a percentage of
total capitalization was 45 percent on September 30, 1999. The Company believes
that its borrowing capacity is sufficient to provide for orderly growth.
Year 2000
The Company's computer software systems consist primarily of programs written
for the Company. The Company has tested the systems using year 2000 data. The
systems functioned properly in almost every respect. The Company has hired two
outside consultants to make improvements and certain changes as a result of
these tests. Most of the changes have been completed. The Company has be assured
that those that have not been completed will be before the end of the year.
The equipment used to manufacture the Company's presses are all year 2000
compliant. The Company has contacted "critical" vendors and service providers
about their ability to deliver products or services without interruption at the
year 2000. Based on the assurances of these vendors or service providers, the
Company has concluded that it is highly unlikely to have its supply of raw
material or basic services interrupted by a year 2000 computer problem.
The equipment manufactured by the Company is not date sensitive nor run by
computer. The Company, therefore, does not have to upgrade or change any of the
equipment it manufactures to be year 2000 compliant.
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Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K - There are no reports on Form 8-K filed for the
three months ending September 30, 1999.
SIGNATURE
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.
WEB PRESS CORPORATION
---------------------
(Registrant)
November 10, 1999 /S/Gary B. Palmer
- ----------------- -------------------------
Date Gary B. Palmer, President
November 10, 1999 /S/Craig L. Mathison
- ----------------- -------------------------
Date Craig L. Mathison, Vice
President of Finance
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 66
<SECURITIES> 0
<RECEIVABLES> 1,337
<ALLOWANCES> 14
<INVENTORY> 5,420
<CURRENT-ASSETS> 6,990
<PP&E> 3,629
<DEPRECIATION> 2,769
<TOTAL-ASSETS> 7,850
<CURRENT-LIABILITIES> 2,478
<BONDS> 0
86
0
<COMMON> 0
<OTHER-SE> 2,888
<TOTAL-LIABILITY-AND-EQUITY> 7,850
<SALES> 6,659
<TOTAL-REVENUES> 6,659
<CGS> 5,293
<TOTAL-COSTS> 6,516
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 164
<INCOME-PRETAX> (21)
<INCOME-TAX> (7)
<INCOME-CONTINUING> (14)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
