<PAGE>
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 September 30, 1999
/ / 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 0-78271
IMAGEX.COM, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1727170
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
10800 N.E. 8TH STREET, SUITE 200
BELLEVUE, WASHINGTON 98004
(Address of principal executive offices)
(425) 452-0011
(Registrant's telephone number)
Check whether the registrant (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 90 days. Yes No XXX
-------------- --------------
The number of shares of common stock, $.01 par value, outstanding on
November 5, 1999 was 16,685,799.
<PAGE>
IMAGEX.COM, INC.
CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Condensed Financial Statements........................................................... 2
Consolidated Balance Sheets as of September 30, 1999 and
December 31, 1998...................................................................... 2
Consolidated Statements of Operations for the Three Months
Ended September 30, 1999 and September 30, 1998, and the
Nine Months Ended September 30, 1999 and September 30,
1998................................................................................. 3
Consolidated Statements of Shareholders' Equity for the Nine Months Ended
September 30, 1999................................................................... 4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30,
1999 and September 30, 1998.......................................................... 5
Notes To Condensed Financial Statements.................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations........................................................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................... 26
PART II -- OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds................................................ 27
Item 4. Submission of Matters to a Vote of Security Holders...................................... 28
Item 6. Exhibits and Reports on Form 8-K......................................................... 28
SIGNATURES.......................................................................................... 29
</TABLE>
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<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
IMAGEX.COM, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 883 $ 27,256
Accounts receivable (net of allowance for doubtful accounts of $15 and $140 at
December 31, 1998 and September 30, 1999, respectively) 234 3,319
Inventories 723
Prepaid expenses and other current assets 960
------------ -------------
Total current assets 1,117 32,258
Property and equipment, net 1,132 5,173
Goodwill, net 2,266
Other assets, net 70 2,053
------------ -------------
Total assets $ 2,319 $ 41,750
------------ -------------
------------ -------------
LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
Current portion of notes payable $ 453 $ -
Line of credit 96
Accounts payable 746 3,019
Accrued liabilities 240 1,194
------------ -------------
Total current liabilities 1,535 4,213
Notes payable, net of current portion 312
------------ -------------
Total liabilities 1,847 4,213
------------ -------------
Commitments
Series B mandatorily redeemable convertible preferred stock, $0.01 par value;
3,500,000 shares authorized; 3,500,000 issued and outstanding at December
31, 1998; no shares issued and outstanding at September 30, 1999; aggregate
liquidation preference of $3,500 3,459
Series C mandatorily redeemable convertible preferred stock, $0.01 par value;
4,040,000 shares authorized; 4,000,000 issued and outstanding at December
31, 1998; no shares issued and outstanding at September 30, 1999; aggregate
liquidation preference of $6,000 5,109
Series D mandatorily redeemable convertible preferred stock, $0.01 par value;
1,925,000 shares authorized; 1,385,493 issued and outstanding at December 31,
1998; no shares issued and outstanding at September 30, 1999; aggregate
liquidation preference of $2,771 2,635
Value ascribed to mandatorily redeemable convertible preferred stock warrants 147
------------ -------------
Total mandatorily redeemable convertible preferred stock 11,350 -
------------ -------------
Shareholders' equity (deficit)
Preferred stock, 30,000,000 shares authorized
Series A convertible preferred stock, $0.01 par value; 1,500,000 shares
authorized; 1,500,000 issued and outstanding at December 31, 1998; no
shares issued and outstanding at September 30, 1999; aggregate
liquidation preference of $1,500 15
Common stock, $0.01 par value; 70,000,000 shares authorized; 1,608,520 and
16,700,643 shares issued and outstanding December 31, 1998 and September 30,
1999, respectively 16 167
Additional paid-in capital 3,908 62,107
Unearned compensation (1,956) (1,094)
Notes receivable from shareholders (including $20 from a director) (228) (220)
Accumulated deficit (12,633) (23,423)
------------ -------------
Total shareholders' equity (deficit) (10,878) 37,537
------------ -------------
Total liabilities, mandatorily redeemable convertible preferred stock
and shareholders' equity (deficit) $ 2,319 $ 41,750
------------ -------------
------------ -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
IMAGEX.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share and per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1999 1998 1999
<S> <C> <C> <C> <C>
Revenue $ 314 $ 3,320 $ 614 $ 6,646
Cost of sales 313 2,474 657 4,986
---------- ----------- ---------- -----------
Gross profit (loss) 1 846 (43) 1,660
---------- ----------- ---------- -----------
Operating expenses
General and administrative 996 2,729 2,234 5,653
Sales and marketing 455 1,928 1,741 3,778
Product development 557 1,181 1,884 2,051
Amortization of unearned compensation,
goodwill, and other intangibles 84 295 134 1,032
---------- ----------- ---------- -----------
Total operating expenses 2,092 6,133 5,993 12,514
---------- ----------- ---------- -----------
Loss from operations (2,091) (5,287) (6,036) (10,854)
---------- ----------- ---------- -----------
Other income
Interest income (expense), net (37) 109 (39) 64
---------- ----------- ---------- -----------
Net loss $ (2,128) $ (5,178) $ (6,075) $ (10,790)
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
Net loss available
to common shareholders $ (2,194) $ (5,189) $ (6,222) $ (10,874)
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
Basic and diluted net loss
per share $ (1.99) $ (0.61) $ (5.33) $ (2.76)
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
Weighted-average shares outstanding 1,102,039 8,548,263 1,167,095 3,935,641
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
Pro forma net loss available
to common shareholders $ (5,178) $ (10,790)
----------- -----------
----------- -----------
Pro forma basic and diluted net
loss per share $ (0.36) $ (0.97)
----------- -----------
----------- -----------
Pro forma weighted-average
shares outstanding 14,411,784 11,163,580
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
IMAGEX.COM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(in thousands except share data)
(UNAUDITED)
<TABLE>
<CAPTION>
PREFERRED
SERIES A COMMON STOCK
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C> <C>
Balances, December 31, 1998 1,500,000 $ 15 1,608,520 $ 16
Redemption of common stock (42,000) (1)
Issuance of stock options to consultants
Issuance of common stock upon exercise of
stock options 154,350 1
Issuance of common stock to Fine Arts 93,750 1
Warrants issued in conjunction with
Series E
bridge financing
Warrants issued in conjunction with
issuance of Series E financing
Net proceeds from initial public offering
(net of offering costs of $3,119) 3,450,000 35
Payoff of note receivable
Issuance of common stock to Image Press
shareholders 16,394 1
Transfer value ascribed to preferred
stock warrants
Conversion of preferred to common stock
upon initial public offering (1,500,000) (15) 11,351,132 113
Issuance of common stock upon exercise
of warrants 68,497 1
Unearned compensation -
Amortization of unearned compensation
Accretion of mandatorily redeemable
convertible preferred stock
Net loss
---------- -------- ----------- --------
Balances, September 30, 1999 - $ - 16,700,643 $ 167
---------- -------- ----------- --------
---------- -------- ----------- --------
</TABLE>
<TABLE>
<CAPTION>
NOTES
ADDITIONAL RECEIVABLE
PAID-IN UNEARNED FROM ACCUMULATED
CAPITAL COMPENSATION SHAREHOLDERS DEFICIT TOTAL
<S> <C> <C> <C> <C> <C>
Balances, December 31, 1998 $ 3,908 $ (1,956) $(228) $(12,633) $(10,878)
Redemption of common stock (7) 8 -
Issuance of stock options to consultants 68 68
Issuance of common stock upon exercise of
stock options 60 (15) 46
Issuance of common stock to Fine Arts 374 375
Warrants issued in conjunction with
Series E bridge financing 115 115
Warrants issued in conjunction with
issuance of Series E financing 130 130
Net proceeds from initial public offering
(net of offering costs of $3,119) 20,996 21,031
Payoff of note receivable 15 15
Issuance of common stock to Image Press
shareholders 299 300
Transfer value ascribed to preferred
stock warrants 147 147
Conversion of preferred to common stock
upon initial public offering 35,799 35,897
Issuance of common stock upon exercise
of warrants 218 219
Unearned compensation 84 (84) -
Amortization of unearned compensation 946 946
Accretion of mandatorily redeemable
convertible preferred stock (84) (84)
Net loss (10,790) (10,790)
------- -------- ----- -------- --------
Balances, September 30, 1999 $62,107 $ (1,094) $(220) $(23,423) $ 37,537
------- -------- ----- -------- --------
------- -------- ----- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
IMAGEX.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1998 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (6,075) $(10,790)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization 304 1,203
Amortization of unearned compensation 134 946
Interest expense for warrants issued in connection with bridge financing 30 115
Issuance of stock options to consultant 169 68
Provision for doubtful accounts 10 140
Change in operating assets and liabilities, net of effects of purchase of Fine
Arts and Image Press (71) (208)
-------- --------
Net cash used in operating activities (5,499) (8,526)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (703) (2,769)
Purchase of Fine Arts including acquisition costs of $185 (4,810)
Purchase of Image Press including acquisition costs of $14 (2,712)
-------- --------
Net cash used in investing activities (703) (10,291)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable 450 2,200
Principal payments on notes payable (379) (2,265)
Repayments on line of credit (796)
Proceeds from issuance of Series C Preferred stock (net of offering costs of 5,445
$89)
Proceeds from issuance of Series D Preferred stock (net of offering costs of
$29 and $7 for the nine months ended September 30, 1998 and 1999, respectively 600 795
Proceeds from issuance of Series E Preferred stock (net of offering costs
of $1,055) 23,945
Repurchase of common stock (2)
Proceeds from issuance of common stock 1 272
Proceeds from issuance of common stock related to public offering (net of
offering costs of $3,119) 21,031
Proceeds from repayment of notes receivable from shareholders 8
-------- --------
Net cash provided by financing activities 6,115 45,190
-------- --------
Net increase (decrease) in cash and cash equivalents (87) 26,373
Cash and cash equivalents at beginning of period
Beginning of period 186 883
-------- --------
End of period $ 99 $ 27,256
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
IMAGEX.COM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
ImageX.com, Inc. ("the Company") provides e-commerce solutions that
automate the way businesses manage and acquire marketing communication
materials, ranging from office stationery to complex marketing materials. The
Company has sales offices and an integrated manufacturing partner network of
printers that are nationwide. The Company was incorporated in the state of
Washington in 1996.
The accompanying unaudited consolidated financial statements have been
prepared in conformity with generally accepted accounting principles and reflect
all adjustments consisting of normal recurring adjustments that, in the opinion
of management, are necessary for a fair presentation of the results for the
periods shown. Certain information and footnote disclosures normally included in
the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted in accordance with the
rules and regulations of the Securities and Exchange Commission. The results of
operations for such periods are not necessarily indicative of the results
expected for the full fiscal year or for any future period. The accepted
accounting principles require management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and assumptions.
The accompanying unaudited consolidated financial statements should
be read in conjunction with the audited financial statements of the Company
for the year ended December 31, 1998 and the notes thereto contained in the
Form S-1 on file with the Securities and Exchange Commission.
The financial statements of the Company are consolidated and include
the accounts of the Company and its wholly owned subsidiaries. Significant
intercompany transactions and balances have been eliminated.
2. INVENTORIES
Inventories consisted of the following at:
<TABLE>
<CAPTION>
SEPTEMBER 30,
1999
(IN THOUSANDS)
(UNAUDITED)
<S> <C>
Paper stock and supplies $ 316
Work-in-process 83
Finished goods 324
-----
$ 723
-----
-----
</TABLE>
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<PAGE>
3. OTHER ASSETS
Other assets consist primarily of customer lists and assembled and
trained workforce. The customer lists are amortized on a straight-line basis
over 8 years and the assembled and trained workforce are amortized on a
straight-line basis over 3 years.
4. NET LOSS PER SHARE
Pro forma net loss per share is computed using the weighted-average
number of common shares outstanding, including the pro forma effects of the
automatic conversion of the Company's mandatorily redeemable convertible
preferred stock into shares of the Company's common stock effective upon the
closing of the Company's initial public offering as if such conversion occurred
on the date the shares were originally issued.
The following table sets forth the computation of the numerators and
denominators in the basic and diluted net loss and pro forma net loss per share
calculations for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1999 1998 1999
(IN THOUSANDS (IN THOUSANDS
EXCEPT SHARE DATA) EXCEPT SHARE DATA)
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Numerator
Net loss $ (2,128) $ (5,178) $ (6,075) $ (10,790)
Accretion of mandatorily redeemable
convertible preferred stock (66) (11) (147) (84)
-------- ---------- -------- ----------
Net loss available to common shareholders $ (2,194) (5,189) $ (6,222) (10,874)
-------- --------
-------- --------
Effect of pro forma conversion of securities
Accretion of mandatorily redeemable
convertible preferred stock 11 84
---------- ----------
$ (5,178) $ (10,790)
---------- ----------
---------- ----------
Denominator
Weighted-average shares outstanding 1,102,039 8,548,263 1,167,095 3,935,641
--------- ---------
--------- ---------
Weighted-average effect of pro forma
securities
Preferred stock adjustment
Series A, B, C, D, E 5,863,521 7,227,939
---------- ----------
Pro forma weighted-average shares
outstanding
14,411,784 11,163,580
---------- ----------
---------- ----------
</TABLE>
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<PAGE>
5. ACQUISITION
On April 13, 1999, the Company acquired the assets of Fine Arts
Engravers Company, Inc., a commercial printer focused exclusively on general
office printing, which includes items such as business cards, stationery, and
corporate letterhead. The aggregate purchase price of the acquisition was $5.0
million, which was accounted for using the purchase method of accounting.
On September 21, 1999, the Company acquired substantially all of the
outstanding stock of Image Press, Inc. ("Image Press"), a privately owned
California corporation. Image Press is a print broker. The acquisition was
accounted for using the purchase method. The aggregate purchase price of
$2,997,207 consisted of $2,697,207 in cash and $300,000 in common stock
(16,394 shares) issued to the sellers.
The following summarizes the unaudited pro forma results of operations,
on a combined basis, as if the Company's acquisition of Fine Arts Engravers
Company, Inc. and Image Press occurred as of the beginning of each of the
periods presented, after including the impact of certain adjustments such as
amortization of goodwill and other intangible assets:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1998 1999
(IN THOUSANDS EXCEPT
PER SHARE DATA)
(UNAUDITED)
<S> <C> <C>
Pro forma revenues $ 13,265 $ 14,494
-------- ---------
-------- ---------
Pro forma net loss $ (6,034) $ (10,976)
-------- ---------
-------- ---------
Pro forma basic and diluted net loss per share $ (5.03) $ (2.76)
-------- ---------
-------- ---------
</TABLE>
The unaudited pro forma results are not necessarily indicative of the
results of operations which would actually have been reported had the
acquisition occurred prior to the beginning of the periods presented. In
addition, they are not intended to be indicative of future results.
6. STOCK SPLIT
On June 16, 1999, the Board of Directors approved a one-for-two reverse
stock split of the Company's common stock. The reverse stock split became
effective on August 18, 1999. All references in the financial statements and all
related notes thereto referring to shares, share prices, per share amounts and
other share information have been retroactively adjusted for the reverse stock
split.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following "Management's Discussion and Analysis of Financial
Condition and Results of Operations" includes "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. This
Act provides a "safe harbor" for forward-looking statements to encourage
companies to provide prospective information about themselves so long as they
identify these statements as forward-looking and provide meaningful cautionary
statements identifying important factors that could cause actual results to
differ from the projected results. All statements other than statements of
historical fact we make in this Form 10-Q are forward-looking. In particular,
the statements herein regarding industry prospects and our future results of
operations or financial position are forward-looking statements. Forward-looking
statements reflect our current expectations and are inherently uncertain. Our
actual results may differ significantly from our expectations. The section
entitled "Additional Factors That May Affect Future Results" describes some, but
not all, of the factors that could cause these differences.
OVERVIEW
ImageX.com is an Internet-based business-to-business e-commerce
company in the U.S. commercial printing industry. Prior to the launch of our
pilot system in December 1996, we engaged primarily in product development
and derived substantially all our revenues from contracts for software
development. For the first nine months of 1997, customers using our pilot
system accounted for substantially all our revenues. On October 1, 1997, we
launched the commercial version of the ImageX.com system for business cards.
By September 30, 1999, we had
- grown to 156 online customers (excluding approximately 800 customer
relationships we added through the acquisition of Fine Arts Graphics
and Image Press);
- expanded our sales regions beyond Seattle to include Los Angeles,
San Francisco, New York City, Chicago, New Jersey, Portland,
Washington DC, Orange County and San Jose;
- acquired Fine Arts Graphics, an Oregon- and New Jersey-based
commercial printer with over 600 customers in 1998;
- acquired Image Press Inc., a San Leandro-based print sales
organization with 160 customers and 50 print manufacturering
partners in 1998;
- expanded our product offerings to include a broad range of
marketing promotional materials and general office materials; and
- grown to 235 employees (including employees from the acquisition
of Fine Arts Graphics and Image Press).
On April 13, 1999, we acquired the assets of Fine Arts Graphics, a
commercial printer focused exclusively on general office printing, which
includes items such as business cards, stationary, and corporate letterhead.
The aggregate purchase price of the acquisition was $5.0 million, for which
we accounted for using the purchase method of accounting. We recorded
goodwill of approximately $1.7 million as a result of this acquisition and we
amortize goodwill on a straight-line basis over a period of 10 years.
On September 21, 1999, we acquired the stock of Image Press, Inc., a
print sales organization based in San Leandro, CA (the Greater San Francisco Bay
area). The aggregate purchase price of the
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<PAGE>
acquisition was $3.0 million, of which we recorded goodwill of approximately
$655,000 and other intangible assets of $1.8 million.
On August 31, 1999, we completed our initial public offering of
3,450,000 shares of common stock, resulting in net proceeds of approximately
$21.0 million. In connection with the offering, all of the outstanding
convertible preferred stock was converted into an aggregate of 11,351,132 shares
of common stock.
We are currently in discussions with several acquisition candidates,
but we have not entered into any definitive acquisition agreements at this time.
REVENUES
We derive substantially all our revenues from the sale of printed
products in both the marketing promotional and general office categories. Our
revenues, which consist of product and service revenues, totaled $6.6 million
for the first nine months of 1999 compared to $614,000 for the first nine
months of 1998. We recognize product revenues when we ship an order to the
customer. We also generate revenues from services related to the setup and
management of each customer's customized Online Printing Center. Even though
service revenues constitute only a small portion of overall revenues, we
charge for constructing the Online Printing Center website, creating and
revising the printed materials in the customer's customized website and
annual maintenance fees.
GROSS PROFIT
For products that are produced by our commercial printing vendor
network, gross profit is calculated as the selling price of a specific product
less the price our vendor charges us. For products that we produce in our own
facilities, gross profit is calculated as the selling price of the product
(including freight), less manufacturing costs and certain allocated overhead.
OPERATING EXPENSES
Our business incurs operating expenses in three broad expense
categories: sales and marketing, product development and general and
administrative. As is typical of early-stage technology companies, most of our
historical expenditures have been in the product development and general and
administrative categories, as we have focused on building the ImageX.com online
printing system and an infrastructure suitable for future growth. In the future,
we intend to focus on acquiring new customers, converting customers of
businesses we may acquire to our online system and increasing our revenue base.
As a result, we expect that sales and marketing expenses and the general and
administrative expenses associated with our manufacturing operations will
account for a relatively larger percentage of our operating expenses. We expect
our infrastructure and development costs will decline as a percentage of sales
over time.
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<PAGE>
AMORTIZATION
Amortization consists of the amortization of unearned compensation,
goodwill and other intangible assets. The amortization of unearned
compensation is a result of recording the difference between the fair market
value of our common stock for accounting purposes at the date of grant and
the exercise or purchase price of such securities, as applicable. The
unearned compensation is amortized over the remaining vesting period of the
applicable stock or options. The amortization of goodwill and other
intangible assets are a result of the acquisitions of Fine Arts Graphics and
Image Press. The amortization of goodwill is over a 10-year period and the
amortization of other intangible assets range from a 3 to 8 year period.
NET LOSS
Net loss is calculated as gross profit (loss) less operating
expenses and is a function of revenues, cost of sales and other expenses,
namely, sales and marketing, product development, general and administrative
expenses and amortization of unearned compensation, goodwill and other
intangible assets. We have incurred significant net losses since our
inception. As of September 30, 1999, we had accumulated a deficit of $23.4
million.
Our extremely limited operating history and the uncertain and emerging
nature of the market in which we compete make it difficult to assess our
prospects or predict our future results of operations. Therefore, you should not
consider our recent revenue growth as an indication of our future rate of
revenue growth, if any. Our prospects are subject to the risks and uncertainties
frequently encountered in establishing a new business enterprise, particularly
in the new and rapidly evolving markets for online products and services.
Because of our short operating history, period-to-period comparisons of our
results of operations are not necessarily meaningful. As a result, you should
not rely on such comparisons as indications of our future performance.
-11-
<PAGE>
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
AND 1998
REVENUE
We derive our revenues from the sales of products and related services.
Revenues were $314,000 and $3.3 million for the three-month periods ended
September 30, 1998 and 1999, respectively, representing an increase of $3.0
million, or 957%, in 1999 over the comparable period in 1998. Revenues were
$614,000 and $6.6 million for the nine-month periods ended September 30, 1998
and 1999, respectively, representing an increase of $6.0 million, or 982%, in
1999 over the same period in 1998. This increase was due to the acquisition of
Fine Arts Graphics and Image Press customers in 1999 and to an increased number
of customers using our online system, from 78 customers in the three month
period ended September 30, 1998 to 156 customers in the comparable period in
1999. The increase in the number of customers contributes to both increased
product and service revenues.
GROSS PROFITS
Gross profits were $1,000 and $846,000 for the three month periods
ended September 30, 1998 and 1999, respectively. Gross profits increased by
$845,000 for the three month period ended September 30, 1999 over the same
period in 1998. Gross margins were less than 1% for the three-month period
ended September 30, 1998 and 25% for the three-month period ended September
30, 1999. Gross profits/(loss) were ($43,000) and $1.7 million for the
nine-month periods ended September 30, 1998 and 1999, respectively. The gross
profit increased by $1.7 million for the nine months ending September 30,
1999 over the same period in 1998. The increases in gross profits and gross
margins for the quarter and nine-month period ended September 30, 1999 as
compared to the same quarter and period in 1998 were primarily due to our
expanded customer base and consequent increased sales volumes, increased
product pricing to our customers, and decreased costs due to renegotiated
supplier pricing with several of our key commercial print vendors.
SALES AND MARKETING EXPENSES
Sales and marketing expenses consist primarily of salaries and
related benefits for sales and marketing personnel, advertising expenses,
marketing expenses, and travel expenses. Sales and marketing expenses were
$455,000 and $1.9 million for the three months ended September 30, 1998 and
1999, respectively. Sales and marketing expenses increased $1.5 million, or
324%, for the three months ending September 30, 1998 as compared to the same
period ended in 1999. Sales and marketing expenses were $1.7 million and $3.8
million for the nine months ended September 30, 1998 and 1999, respectively.
Sales and marketing expenses increased $2.1 million, or 117%, as compared to
the same nine-month period in 1998. The increases in sales and marketing
expenses for the comparable three and nine-month periods ended September 30
resulted primarily from hiring new sales representatives and marketing
personnel, travel expenses, and marketing expenses including public
relations, company website maintenance, telemarketing expenses, and printed
marketing materials. We expect that sales and marketing expenses will
continue to grow as we pursue an aggressive growth strategy and hire
additional sales and marketing personnel.
PRODUCT DEVELOPMENT EXPENSES
Product development expenses consist primarily of salaries and benefits
for developers, product managers, and quality assurance personnel. Product
development expenses were $557,000 and $1.2 million for the three months ended
September 30, 1998 and 1999, respectively. Product development expenses
increased $624,000, or 112%, from the three months ended September 30, 1998 as
compared to the same period ended in 1999. Product development expenses were
$1.9 million and $2.1 million for the nine months ended September 30, 1998 and
1999, respectively, representing an increase of $167,000 or 9%, over the
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comparable nine-month period in 1998. The increases in product development
expenses for the comparable three and nine-month periods ended September 30
were due to an increase in depreciation resulting from the capitalization of
certain software development costs and increased salary and benefit related
expenses from hiring new personnel. For the nine-month period ended September
30 we had a decrease in contract labor of $206,000. We believe that continued
investment in product development is critical to attaining our goals and the
dollar amount of product development expenses will increase in future
periods, although they may decline as a percent of total revenues.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consist primarily of salaries
and benefits for executive, finance, administrative and information
technology personnel as well as outside professional services and facilities
related expenses. General and administrative expenses were $996,000 and $2.7
million for the three months ended September 30, 1998 and 1999, respectively.
This represents an increase of $1.7 million, or 174%, in general and
administrative expenses in 1999 over the comparable three-month period in
1998. General and administrative expenses were $2.2 million and $5.7 million
for the nine-month periods ended September 30, 1998 and 1999, respectively.
This represents a $3.5 million, or 153%, increase over the comparable
nine-month period in 1998. The increase was primarily due to our hiring
additional executive, finance, administrative, and information technology
personnel as well as outside contractors to support the growth of our
business. In addition, we have had higher expenses resulting from
depreciation, software maintenance expenses, and professional fees. We
believe that our general and administrative expenses will continue to
increase as a result of the continued expansion of our administrative staff
and the expenses associated with becoming a public company, including, but
not limited to, annual and other public-reporting costs, directors' and
officers' liability insurance, investor-relations programs and professional
services fees.
AMORTIZATION
The amortization of unearned compensation was $84,000 and $244,000
for the three months ended September 30, 1998 and 1999, respectively. The
amortization of unearned compensation was $134,000 and $946,000 for the
nine-month periods ended September 30, 1998 and 1999, respectively. This total
unearned compensation amount represents the difference between the fair value
of our common stock for accounting purposes at the date of grant and the
exercise or purchase price of such securities, as applicable. The unamortized
portion of this total unearned compensation amount is reflected as a reduction
of shareholders' equity, and will be amortized over the remaining vesting
period of the applicable stock or options. The unearned compensation is being
amortized in accordance with Financial Accounting Standards Board
Interpretation No. 28 over the vesting period of the individual options,
generally four years.
The amortization of goodwill and other intangibles is $51,000 and
$86,000 for the three-month and nine-month periods ended September 30, 1998
and 1999, respectively. The amortization of goodwill and other intangibles are
as a result of the acquisition of Fine Arts Graphics and Image Press.
OTHER INCOME (EXPENSE) NET
Other income and expense consist primarily of interest income and
interest expense. The net other income/expense were an expense of $37,000 and
income of $109,000 for the three-month periods ended September 30, 1998 and
1999, respectively. The net other income/expense were an expense of $39,000 and
income of $64,000 for the nine-month period ended September 30, 1998 and 1999,
respectively. The expense for both periods in 1998 was interest on debt
outstanding. With the proceeds of our public offering in August 1999, all
existing debt was paid off. As a result of the cash received in the public
offering, we have a net interest income for the three-month and nine-month
period ended September 30, 1999.
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INCOME TAXES
No provision for federal and state income taxes has been recorded to
date because we incurred net operating losses from inception through September
30, 1999. As of September 30, 1999, we had approximately $21.3 million of net
operating loss carryforwards for federal income tax purposes, expiring in 2011
through 2019. These losses are available to offset future taxable income. Given
our limited operating history, losses incurred to date and the difficulty in
accurately forecasting our future results, we do not believe that the
realization of the related deferred income tax assets meets the criteria
required by generally accepted accounting principles and, accordingly, no
deferred tax asset has been recorded.
NET LOSS
The net loss was $2.1 million and $5.2 million for the three-month
periods ended September 30, 1998 and 1999, respectively. The net loss was $6.1
million and $10.8 million for the nine months ended September 30, 1998 and 1999,
respectively. The increase in net loss for the three-month period ending
September 30 of $3.1 million as compared to the same period in 1999 was
primarily due to increases in salary and related benefits, the amortization of
deferred compensation, and professional service fees related to acquisitions.
The $4.7 million increase in net loss for the nine months ended September 1999
as compared to the same period in 1998 was as a result of increased spending in
all categories - sales and marketing, product development, general and
administrative, and amortization as the company has completed two acquisitions
and had significant growth overall.
LIQUIDITY AND CAPITAL RESOURCES
Prior to our initial public offering, we financed our operations
primarily through sales of equity securities and, to a lesser degree, through
the use of long-term debt. As of September 30, 1999, we had raised approximately
$36.7 million, net of offering costs, from private placements of preferred stock
and approximately $2.7 million from net borrowings under convertible notes and
bank credit facilities. In August 1999, we completed our initial public offering
and issued 3,450,000 shares of common stock at an initial public offering price
of $7.00 per share. We received approximately $21.0 million in cash proceeds,
net of underwriting discounts, commissions and other offering costs.
As of September 30, 1999, we had cash and cash equivalents of $27.3
million, representing an increase of $26.4 million from cash and cash
equivalents held as of December 31, 1998. Our working capital at September
30, 1999 was $28.0 million, compared to ($418,000) at December 31, 1998.
Net cash used in operating activities was $8.5 million and $5.5
million for the nine month periods ended September 30, 1999 and 1998,
respectively. The operating cash outflows were primarily attributable to
significant expenditures on product development, sales and marketing and
general and administrative expenses, all of which led to operating losses.
The cash outflows resulting from operating losses and increases in accounts
receivable were partially offset by increases in current liabilities,
including trade payables.
Net cash used in investing activities was $10.3 million and $703,000
for the nine month periods ended September 30, 1999 and 1998, respectively,
and consisted of capital expenditures, including equipment and the
acquisitions of Fine Arts Graphics and Image Press.
Net cash provided by financing activities was $45.2 million for the
nine month period ended September 30, 1999 and consisted primarily of $21.0
million in net proceeds from the issuance of common stock. Net cash
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provided by financing activities was $6.1 million for the nine month period
ended September 30, 1998 primarily from the issuance of convertible preferred
stock and borrowings pursuant to convertible notes and our bank credit
facilities.
We anticipate a substantial increase in our capital expenditures and
lease commitments consistent with anticipated growth in operations,
infrastructure and personnel, including growth associated with product and
service offerings, geographic expansion and integration of any new acquired
businesses. We expect to substantially increase our operating expenses which
will consume a material amount of our cash resources, however, we believe that
our existing cash and cash equivalents together with available credit
facilities, will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next 12 months. However, our
future capital requirements will depend on many factors that are difficult to
predict, including the size, timing and structure of any acquisitions that we
complete, our rate of revenue growth, our operating losses, the cost of
obtaining new customers and technical capabilities, and the cost of upgrading
and maintaining our network infrastructure and other systems. We expect that we
will need to raise additional capital in the future, perhaps in the next 12
months, to fund our operations and to pursue our growth strategy. We have no
commitments for additional financing, and we may experience difficulty in
obtaining additional funding on favorable terms, if at all. Any difficulty in
obtaining additional financial resources could force us to curtail our
operations or prevent us from pursuing our growth strategy. Any future funding
may dilute the ownership of our existing shareholders.
YEAR 2000 COMPLIANCE
Many existing computer systems are not capable of distinguishing
twenty-first century dates from twentieth century dates. As a result, computer
systems and software used by many companies and organizations in a wide variety
of industries will produce erroneous results or fail when they attempt to
process data dependent on dates on or after January 1, 2000 unless they have
been modified or upgraded to process date information correctly. Significant
uncertainty exists concerning the scope and magnitude of problems associated
with the century change. We recognize the need to ensure that our operations
will not be adversely affected by year 2000 software failures.
We have completed our assessment of the potential impact of the
impending century change on ImageX.com's and its subsidiaries' computer
systems and software and remediated the systems we identified as having Year
2000 issues with the exception of the systems acquired with Image Press in
September 1999. Some of Image Press's system require remediation to make them
Year 2000 compliant, which will be completed in the normal course of business
prior to December 31, 1999.
We cannot be certain that reading errors will not be discovered in the
future. Also, we cannot be certain that the third-party systems we rely on,
the manufacturing systems of our vendors or the systems our customers use to
order our services will not be affected by the year 2000 date change.
Although we have not been a party to any litigation or arbitration
proceeding involving our services related to year 2000 compliance issues, we may
in the future be required to defend our products or services in such
proceedings, or to negotiate resolutions of claims based on year 2000 issues. We
may incur substantial costs of defending and resolving year 2000-related
disputes, regardless of the merits of such disputes, and we may face liability
for year 2000-related damages, including consequential damages. Sales of our
products may decrease as potential customers reduce their printing budgets due
to increased expenditures on their own year 2000 compliance efforts.
We have reviewed our internal management information and other critical
business systems to identify any year 2000 problems. We also have communicated
with the external vendors that supply us
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with business-critical systems, supplies or products (including our
third-party print vendors) to determine their year 2000 readiness. In the
course of these investigations, we have not encountered any material year
2000 problems with these third-party products or services.
To date, we have not incurred any material costs directly associated
with our year 2000 compliance efforts, except for compensation expense
associated with our salaried employees who have devoted some of their time to
our year 2000 assessment and remediation efforts. We do not expect the total
cost of year 2000 problems to be material to our business, financial
condition and operating results. During the months prior to the century
change, however, we will continue to evaluate new versions of our services,
information systems, and any new infrastructure systems that we acquire to
determine whether they are year 2000 compliant. Despite our current
assessment, we may not identify and correct all significant year 2000
problems on a timely basis. Year 2000 compliance efforts may involve
significant time and expense, and unremediated problems could materially
adversely affect our business, financial condition and operating results. We
believe that a worst-case scenario is that our customers may encounter
substantial year 2000 compliance problems with their information systems,
which could prevent them from placing online orders for our products, or that
year 2000 compliance problems could arise in our vendor network, which could
prevent our vendors from receiving or processing product orders. These
scenarios could result in a material loss of revenues and damage to our
reputation. We currently have no contingency plans to address the risks
associated with unremediated year 2000 problems.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARD
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use." SOP 98-1 is effective for financial
statements for years beginning after December 15, 1998. SOP 98-1 provides
guidance on accounting for computer software developed or obtained for internal
use, including a requirement to capitalize specified costs and amortize such
costs. We adopted this statement effective January 1, 1999. As of September 30,
1999, we had capitalized computer software costs of $822,000 and had recorded
the related amortization expense of $369,000 for the nine months ended September
30, 1999.
FACTORS AFFECTING OPERATING RESULTS
In addition to the factors discussed in the "Overview" and "Liquidity
and Capital Resources" section of this "Management's Discussion and Analysis of
Financial Condition and Results of Operations," the following additional factors
may affect our future operating results:
WE HAVE AN EXTREMELY LIMITED OPERATING HISTORY AND ARE SUBJECT TO THE
RISKS OF NEW ENTERPRISES.
We began operations in 1996 and commercially introduced our
Internet-enabled printing services in October 1997. We have had limited revenues
to date, and our customers have been doing business with us for only a short
time. Our extremely limited operating history and the uncertain and emerging
nature of the market in which we compete make it difficult to assess our
prospects or predict our future operating results. Therefore, you should not
consider our recent revenue growth as an indication of our future rate of
revenue growth, if any. Our prospects are subject to the risks and uncertainties
frequently encountered in
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the establishment of a new business enterprise, particularly in the new and
rapidly evolving markets for Internet products and services. To be
successful, we must, among other things,
- obtain substantial numbers of new customers rapidly and
efficiently through direct sales efforts, acquisitions of
printers and print brokers and strategic alliances;
- significantly expand our sales and marketing organization;
- convert customers of businesses we may acquire to the
ImageX.com online system;
- retain our existing customers and increase sales to these
customers;
- significantly increase our gross margins;
- manage our growth effectively, assuming we succeed in
expanding our business;
- raise additional capital;
- anticipate and respond to competitive developments;
- enhance our product and service offerings;
- develop and upgrade our internal control systems; and
- identify, attract, retain and motivate qualified personnel.
WE HAVE A HISTORY OF LOSSES AND EXPECT LOSSES WILL CONTINUE.
We have never been profitable, and we anticipate that we will continue
to incur net losses in future periods. To become profitable, we must
significantly increase our revenues by obtaining new customers and generating
additional revenues from existing customers, control our costs and improve our
gross margins. As of September 30, 1999, we had an accumulated deficit of $23.4
million. Although we have experienced revenue growth in recent periods, our
revenues may not continue at their current level or increase in the future. We
expect to continue to incur operating losses for the foreseeable future.
Moreover, we currently expect to increase our operating expenses significantly
in connection with
- expanding our sales and marketing organization;
- continuing to develop our services and technology;
- hiring additional personnel;
- upgrading our information and internal control systems; and
- pursuing acquisitions as part of our growth strategy.
If we are unable to rapidly increase our revenues and operating
margins, our operating losses may continue to increase in future periods.
Increased competition or other changes in printing industry economics may also
adversely affect our ability to eventually become profitable.
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OUR QUARTERLY RESULTS ARE DIFFICULT TO PREDICT AND ARE LIKELY TO
FLUCTUATE, WHICH MAY HAVE AN IMPACT ON OUR STOCK PRICE.
Our quarterly revenues, expenses and operating results have varied
significantly in the past and are likely to vary significantly from quarter to
quarter in the future. We compete in the general commercial printing sector,
which is characterized by individual orders from customers for specific printing
projects rather than long-term contracts. Continued engagement for successive
jobs depends on the customers' satisfaction with the services provided. As a
result, we cannot predict the number, size and profitability of printing jobs in
a given period. Our operating results may fall below market analysts'
expectations in some future quarters, which could lead to a significant decline
in the market price of our stock. In addition to the risk factors described
elsewhere, quarterly fluctuations may also result from
- our ability to obtain new customers and cause acquired
customers to upgrade to the ImageX.com online system;
- changes in our operating expenses and capital expenditure
requirements;
- our ability to retain our existing customers and increase
sales to them;
- the timing of announcement and completion of any acquisitions
we pursue;
- changes in the mix of printing services we sell;
- the timing of customer orders;
- increased competition; and
- general or industry-specific economic conditions.
Based on all these factors, we believe that our quarterly revenues,
expenses and operating results will be difficult to predict. Moreover, because
of our short operating history and our acquisitions of Fine Arts Graphics in
April 1999 and Image Press in September 1999, period-to-period comparisons of
our operating results are not necessarily meaningful. As a result, you should
not rely on such comparisons as indications of our future performance.
TO OBTAIN NEW CUSTOMERS, WE MUST OVERCOME LONG-STANDING CUSTOMER
RELATIONSHIPS AND LONG SALES CYCLES.
Many of the potential customers that we pursue through our direct sales
process have long-standing business relationships and personal ties with their
existing printers, which they are reluctant to disrupt. Customers are also often
reluctant to change their existing ordering and production processes to take
advantage of our Internet-based printing services. To successfully sell our
products, we generally must educate our potential customers on the use and
benefits of our system, which can require significant time and resources.
Consequently, we must incur substantial expenses in acquiring new customers and
converting them to the ImageX.com online system. The period between initial
contact and the purchase of our products through our online system is often long
and subject to delays associated with the lengthy approval and competitive
evaluation processes that typically accompany a customer's decision to change
its outsourcing relationships. For typical customers, the sales cycle takes
between two to twelve weeks, but for large customers, the sales cycle may
require more than one year.
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WE MAY NOT BE ABLE TO GROW SUCCESSFULLY THROUGH BUSINESS ACQUISITIONS.
To expand our business and our customer base, we intend to pursue
acquisitions of other commercial printers and print brokers. Our goal is to
rapidly acquire customers by acquiring printing services providers with strong
customer relationships and to convert their key customers to the ImageX.com
online printing system. We may continue to operate the printing facilities of
some of the printing businesses that we acquire, and sell the production
operations of others.
We are currently in discussions with several acquisition candidates,
but we have not entered into any definitive acquisition agreements at this time.
We may not be able to successfully negotiate definitive agreements with, or to
successfully complete and integrate any acquisitions of, these or any other
acquisition candidates.
Because of the nature of our industry and the expectations of our
potential acquisition targets, we expect to use cash as the primary currency for
future acquisitions. As a result, we will need to raise additional capital in
order to continue our acquisition strategy after we expend our existing capital
resources.
We cannot assure you that our strategy of achieving customer and
revenue growth through acquisitions of businesses will be successful. To be
successful we must be able to
- identify printing businesses with strong customers and sound
economics and operations;
- effectively compete with numerous other potential acquirers,
particularly a number of large companies that are aggressively
seeking to consolidate segments of the printing industry;
- succeed in converting key acquired customers to the ImageX.com
system, to increase their purchases of print products and
services and to minimize customer attrition;
- motivate, train and retain the sales force and other key
personnel of acquired businesses;
- maintain or improve the profit margins and cash flow of
acquired businesses;
- integrate the operations, procedures and technologies of
acquired businesses with our own systems and infrastructure;
- minimize disruptions to our operations and distractions to our
management;
- maintain consistent product standards and policies, and
adequate internal controls; and
- successfully dispose of or find alternative uses for excess
facilities and manufacturing capacity.
We cannot predict whether pursuing business acquisitions will allow us
to grow rapidly enough to recover the large investments we have made, and must
continue to make, in our technology and systems. Our business model depends on
rapid growth of revenues to achieve profitability. The integration of acquired
businesses is often difficult, time consuming and expensive. If acquiring
businesses proves too costly or time-consuming, or if we are unable to
successfully retain the customers or personnel of acquired businesses, our
growth rate may not be sufficient to achieve profitability in the foreseeable
future, if ever. In addition, the amortization of goodwill and other intangible
assets, or other charges resulting from the cost of business acquisitions, could
adversely affect our operating results.
WE MAY NOT BE ABLE TO SUCCESSFULLY EXPAND OUR SALES AND CUSTOMER
SUPPORT INFRASTRUCTURE, WHICH COULD LIMIT OUR GROWTH.
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To date, we have sold our products primarily through our direct sales
force and have supported our customers with our customer support personnel. Our
ability to expand our business will depend in part on recruiting and training
additional direct sales and customer support personnel, including additional
personnel in new geographic markets into which we might expand. Competition for
qualified personnel in these areas is intense. Although we are an Internet-based
business-to-business intermediary, face-to-face contact is a key component of
our sales process. As a result, geographic expansion of our sales force is
important to our ability to acquire new customers. We may not be able to
successfully expand our direct sales force, which would limit our ability to
expand our customer base. We may be unable to hire highly trained customer
support personnel, which would make it difficult for us to meet customer
demands. In addition, we plan to rely on our sales and marketing and customer
support personnel to retain the customers of printers and print brokers that we
may acquire in the future, and convert these customers to our online printing
system. As a result, any difficulties we may have in expanding our sales and
marketing or customer support organizations will have a negative impact on our
ability to successfully capitalize on any acquisitions we may complete.
FAILURE TO ADDRESS STRAIN ON OUR RESOURCES CAUSED BY RAPID GROWTH WOULD
MAKE IT DIFFICULT TO MANAGE OUR BUSINESS.
Our business has grown rapidly in the last year and must continue to do
so for us to become profitable. Our recent rapid growth has placed and, if
sustained, will continue to place, a significant strain on our management and
operations. Accordingly, our future operating results will depend on the ability
of our officers and other key employees to continue to implement and improve our
operational, customer service and internal control systems, and to effectively
expand, train and manage our employee base.
We are in the process of implementing new financial and reporting
enterprise application systems on a company-wide basis to support our
anticipated growth and integrate the operations of Fine Arts Graphics and Image
Press with those of ImageX.com. We cannot be sure that these systems will be
adequate for our immediate needs. In addition, we may encounter problems, delays
or additional costs in implementing these systems. We cannot be certain that we
will be able to manage any future expansion. If we fail to effectively plan and
manage future growth in our business, we could face a loss of business and
customers, and a deterioration of our financial outlook.
WE MAY NOT BE ABLE TO ESTABLISH OUR BRAND NAME, WHICH COULD LIMIT OUR
ABILITY TO COMPETE EFFECTIVELY.
We have not yet developed a strong brand name on a national basis. We
believe that establishing and maintaining a strong brand name is a critical
aspect of attracting and expanding our customer base in existing and new
markets. Strong branding is also critical to maintaining and building on the
competitive advantage of being the first company to provide businesses with an
integrated, Internet-based commercial printing solution. The importance of brand
name recognition will increase with competition. We will need to devote
substantial financial and management resources to promoting and enhancing our
brand, particularly as we expand into new geographic markets through direct
sales, acquisitions and/or strategic alliances. There is a risk that the costs
associated with our brand promotion strategy may exceed the benefits we may
receive from those efforts. If we select the wrong channels to promote the
ImageX.com brand, fail to develop and target an effective customer message or
otherwise fail to successfully promote and maintain our brand name, we will not
be able to realize the benefits of strong brand recognition. Any
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failure to develop a strong brand will prevent us from exploiting our
first-mover advantage in our market and will leave us more susceptible to
competition from other Internet-based printing services providers.
INCREASES IN PAPER PRICES AND SHORTAGES IN PAPER SUPPLY COULD ADVERSELY
AFFECT OUR GROSS MARGINS AND OPERATING RESULTS.
The cost of paper is a principal factor in the pricing we receive from
our approximately 30 commercial printing vendors and our own pricing through our
two production facilities. We are generally able to pass increases in the cost
of paper to customers, while decreases in paper costs generally result in lower
prices to customers. In the last three years, paper prices have fluctuated
dramatically. If we are unable to pass future paper cost increases on to our
customers, or if our customers reduce their order volume, our profit margins and
cash flows could be adversely affected.
In recent years, increases or decreases in demand for paper have led to
corresponding pricing changes. In periods of high demand, certain paper grades
have been in short supply, including grades we and our commercial printing
vendors use. Any loss of the sources for paper supply or any disruption in our
suppliers' businesses or their failure to meet our product needs on a timely
basis could cause, at a minimum, temporary shortages in needed materials, which
could have a material adverse effect on our operating results, sales, profit
margins and cash flows.
WE MAY BE EXPOSED TO ENVIRONMENTAL LIABILITIES AND MAY FACE INCREASED
COSTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS.
The printing business generates substantial quantities of inks,
solvents and other waste products requiring disposal. The printing facilities
that we operate are subject to federal and state environmental laws and
regulations concerning emissions into the air, discharges into waterways and the
generation, handling and disposal of waste materials. We believe our facilities
are in substantial compliance with these laws and regulations at this time.
However, changes to these laws and regulations could increase the cost of our
doing business or otherwise have a material adverse effect on our business,
financial condition and operating results. In addition, although we maintain
commercial property insurance at all of our facilities, this insurance may not
be adequate to cover any claims against us for environmental liabilities.
TECHNOLOGY DEVELOPMENTS COULD REDUCE THE DEMAND FOR OUR PRODUCTS AND
SERVICES.
In recent years, the market for printed business materials has
experienced significant changes due to advances in computer and communication
technologies. Certain products that were once commercially printed are now
generated on computers through word processing or desktop publishing software.
In addition, some information is now disseminated in a digital or electronic
format rather than in a paper format. These trends could continue in the future,
resulting in decreased demand for our products and services.
If we cannot retain our key management personnel and hire additional
qualified management and technical personnel, we will not be able to
successfully manage our operations and pursue our strategic objectives.
Our future success depends on the continued services of certain key
management personnel, particularly our President and Chief Executive Officer,
Richard P. Begert and our Chief Technology Officer, Cory E. Klatt. We also must
identify, attract and retain additional qualified management and technical
personnel to manage and support our business. Competition for top management and
technical personnel is intense, and we may not be able to recruit and retain the
personnel we need. Our future success
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depends to a significant extent on the ability of our executive officers and
other members of our management team to operate effectively, both
individually and as a group. We cannot be certain that we will be able to
satisfactorily allocate responsibilities and that the new members of our
executive team will succeed in their roles. The loss of any one of our key
management personnel, particularly Mr. Begert, or the inability to attract,
retain and integrate additional qualified personnel would make it difficult
for us to successfully manage our operations and pursue our strategic
objectives.
IF BUSINESSES DO NOT ACCEPT THE INTERNET AS A MEANS OF PROCURING
PRINTED BUSINESS MATERIALS, OUR BUSINESS WILL FAIL.
For us to succeed, the Internet must continue to be adopted as an
important means of buying and selling products and services. In particular,
Internet electronic commerce must evolve beyond its current role as a consumer
retail channel and become a leading business-to-business purchasing tool.
Because online procurement of business products and services is still in its
nascent stage, it is difficult to estimate the size of this market and its
growth rate, if any. To date, many businesses have been deterred from using the
Internet for procurement for a number of reasons, including
- security concerns;
- unavailability of cost-effective, high-speed Internet access;
- inconsistent quality of service;
- potentially inadequate development of the global Internet
infrastructure; and
- the difficulty of integrating existing business software
applications with online purchasing systems.
Even if the Internet is widely adopted for business procurement, it may
not achieve broad market acceptance for printing services procurement. Companies
that have already invested substantial resources in traditional methods of
printed business materials procurement may be reluctant to adopt new
Internet-based ordering systems.
We have expended, and will continue to expend, significant resources
educating potential customers about our services, capabilities and benefits. We
may not be successful in achieving market acceptance of the ImageX.com system,
or in achieving significant market share before competitors offer products,
applications or services with features similar or superior to our current or
proposed offerings.
IF WE ARE UNABLE TO COMPETE SUCCESSFULLY AGAINST PRINTING COMPANIES OR
FUTURE BUSINESSES OFFERING INTERNET-BASED PRINTING SERVICES, OUR BUSINESS WILL
FAIL.
The market for printed business materials is intensely competitive. We
compete primarily with local and regional printers, which are either independent
or owned by print industry consolidators. The U.S. commercial printing industry
is highly fragmented, with over 30,000 local and regional commercial printers
operating nationwide in 1998. These local and regional printers typically have
significant excess production capacity. Therefore, they compete aggressively for
business printing orders in the markets they serve.
Traditional commercial printers often have long-standing relationships
with customers. We face substantial challenges in convincing businesses to
consider alternatives to their traditional printers. In addition, printers
typically have extensive local sales forces that regularly canvass and solicit
businesses in the areas they serve. Commercial printers compete primarily on
product pricing, product and service
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quality and, to a lesser extent, on innovation in printing technologies and
techniques. To attract new customers and retain our existing customers, we
must compete effectively in each of these areas.
We also face substantial competition from printing services
brokers-companies that contract with businesses to select and procure printing
services from a variety of printers. Brokers are able to offer customers a
relatively wide variety of products and services, and are often able to obtain
favorable pricing for their customers by soliciting bids from a variety of
printers. Like local and regional printers, printing services brokers often have
long-standing customer relationships and extensive local direct sales forces.
We may in the future also face direct competition from other companies
that may develop and market integrated Internet-based business printing services
similar to ours. Potential developers of competing electronic commerce services
may include
- consumer printing services providers, including Internet-based
providers;
- office services providers; and
- equipment manufacturers.
Many of our current and potential future competitors have substantially
greater financial, marketing and other resources than we do. As a result, they
may be able to market their products, services and branding more aggressively
than we are able to, and may be able to significantly undercut our pricing for
extended periods of time. They may also be able to respond more quickly and
effectively to emerging new technologies and to changes in customer requirements
and preferences.
IF WE CANNOT CONTINUOUSLY ENHANCE OUR TECHNOLOGY AND SERVICES IN
RESPONSE TO RAPID CHANGES IN CUSTOMER NEEDS, COMPETITIVE OFFERINGS, INDUSTRY
STANDARDS AND TECHNOLOGY, OUR BUSINESS WILL FAIL.
Our future success will depend on our ability to maintain and develop
competitive technologies, to continue to enhance our current services, and to
develop and introduce new services in a timely and cost-effective manner. We
must be able to continuously adapt to changing conditions, including evolving
customer needs, new competitive service offerings, emerging industry standards
and rapidly changing technology. Both the business printing services market and
the general Internet commerce sector are subject to rapidly changing technology
and standards, changes in customer requirements and frequent new product
introductions and enhancements. We may be unable to develop and market, on a
timely basis, if at all, service enhancements or new services that respond to
changing market conditions or that will be accepted by buyers of printed
business materials. Any failure by us to anticipate or to respond quickly to
changing market conditions, or any significant delays in service development or
introduction, could cause customers to delay or decide against purchasing our
services.
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DIFFICULTIES WITH THIRD-PARTY SERVICES AND TECHNOLOGIES COULD DISRUPT
OUR BUSINESS AND UNDERMINE OUR REPUTATION.
Our success in attracting and retaining customers and convincing them
to increase their reliance on our Internet-based printing services depends on
our ability to offer customers reliable, secure and continuous service. This in
turn requires us to ensure continuous and error-free operation of our systems
and network infrastructure. We rely on third parties to provide key components
of our networks and systems. For instance, we rely on a third-party Internet
services provider for the high-speed connections that link our Web servers and
office systems to the Internet. We also rely on third-party communications
services providers to provide secure connections to relay customer order
information to our network of commercial printing vendors. Few of our systems
have redundant backup systems capable of mitigating the effect of service
disruptions. Any Internet or communications systems failure or interruption
could result in disruption of our service or loss or compromise of customer
orders and data. Such failures, especially if they are prolonged or repeated,
would make our services less attractive to customers and tarnish our reputation.
As the volume of data traffic on our Web site, network and other
systems increases, we must continuously upgrade and enhance our technical
infrastructure to accommodate the increased demands placed on our systems. If we
fail to rapidly scale up the speed and data capacity of our systems, our
customers may experience a deterioration of response times from our systems or
periodic systems failures. Such difficulties would reduce customer loyalty and
use of our services.
In addition, significant components of the technologies employed in our
software and systems, including our Online Printing Center, are licensed from
third parties. We may be required to license additional software and
technologies from others as we expand and enhance our services. We cannot ensure
that the third-party technologies that we need will be made available to us on
reasonable terms, if at all. We also cannot predict whether the technologies
that we license from others will prove to have defects and errors that could
disrupt our business. Third-party technologies could also be subject to claims
of infringement of proprietary rights of others, which could force us to
discontinue using these technologies and force an interruption or reduction in
the scope of our services until alternative technologies are identified and
implemented.
POSSIBLE ELECTRONIC COMMERCE SECURITY BREACHES, SYSTEMS FAILURES OR
DAMAGE TO OUR FACILITIES COULD HARM OUR BUSINESS.
We rely on encryption and authentication technology to effect secure
transmission of confidential information, such as payment instruction sets. It
is possible that advances in computer capabilities, new discoveries in the field
of cryptography, or other events or developments will result in a compromise or
breach of the codes used by us to protect customer transaction data. If any such
compromise of our security were to occur, it could have a material adverse
effect on our reputation and on our ability to conduct business. It also could
expose us to a risk of loss or litigation and possible liability. It is possible
that our security measures will not prevent security breaches.
The performance of our computer and telecommunications equipment is
critical to our reputation and to our ability to achieve market acceptance of
our services. Any system failure, including any network, software or hardware
failure, that causes interruption or an increase in response time of our online
services could decrease usage of our services. Frequent systems failures could
reduce the attractiveness of our services to our customers. An increase in the
volume of printing orders could strain the capacity of our hardware, which could
lead to slower response time or systems failures. Our operations also depend in
part
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<PAGE>
on our ability to protect our operating systems against physical damage
from fire, earthquakes, power loss, telecommunications failures, computer
viruses, hacker attacks, physical break-ins and similar events.
All our databases, servers and other information and communications
systems are located at our headquarters in Bellevue, Washington. Although we
have limited backup systems, significant damage to or destruction of our main
facilities could interrupt service to our customers for several days. Our
property and business interruption insurance has relatively low coverage limits
and may not be adequate to compensate us for all losses that may occur.
WE MAY NOT BE ABLE TO PROVIDE SERVICES IF THE SYSTEMS THAT WE RELY ON
ARE NOT YEAR 2000 COMPLIANT.
We are in the process of assessing and remediating any year 2000 issues
associated with our computer systems and software and other property and
equipment. Despite our testing and remediation, our systems and those of third
parties, including the manufacturing systems of our vendors or the systems our
customers use to order our services, may contain certain year 2000 errors or
faults. Known or unknown errors and defects that affect the operation of our
software and systems and those of third parties could result in delay or loss of
revenues, interruption of services, damage to our reputation and litigation, any
of which could harm our business. Our efforts to address this issue are
described in more detail in "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Compliance."
POTENTIAL IMPOSITION OF GOVERNMENTAL REGULATION ON ELECTRONIC COMMERCE
AND LEGAL UNCERTAINTIES COULD LIMIT OUR GROWTH.
The adoption of new laws or the adaptation of existing laws to the
Internet may decrease the growth in the use of the Internet, which could in turn
decrease the demand for our services, increase our cost of doing business or
otherwise have a material adverse effect on our business, financial condition
and operating results. Few laws or regulations currently directly apply to
access to commerce on the Internet. Federal, state, local and foreign
governments are considering a number of legislative and regulatory proposals
relating to Internet commerce. As a result, a number of laws or regulations may
be adopted regarding Internet user privacy, taxation, pricing, quality of
products and services, and intellectual property ownership. How existing laws
will be applied to the Internet in areas such as property ownership, copyright,
trademark, trade secret, obscenity and defamation is uncertain. The recent
growth of Internet commerce has been attributed by some to the lack of sales and
value-added taxes on interstate sales of goods and services over the Internet.
Numerous state and local authorities have expressed a desire to impose such
taxes on sales to consumers and businesses in their jurisdictions. The Internet
Tax Freedom Act of 1998 prevents imposition of such taxes through October 2001.
If the federal moratorium on state and local taxes on Internet sales is not
renewed, or if it is terminated before its expiration, sales of goods and
services over the Internet could be subject to multiple overlapping tax schemes,
which could substantially hinder the growth of Internet-based commerce,
including sales of our products and services.
POSSIBLE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR
BUSINESS.
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<PAGE>
Legal standards relating to the protection of intellectual property
rights in Internet-related industries are uncertain and still evolving. As a
result, the future viability or value of our intellectual property rights, as
well as those of other companies in the Internet industry, is unknown. We
currently have no issued patents. We have one U.S. patent pending, but we
cannot be certain that any patent will ultimately be issued. We have
registered the trademark "ImageX" in the United States and the European Union
and have applied for the same mark in Japan.
We cannot be certain that the steps we have taken to protect our
intellectual property rights will be adequate or that third parties will not
infringe or misappropriate our proprietary rights, nor can we be sure that
competitors will not independently develop technologies that are substantially
equivalent or superior to the proprietary technologies employed in our Web-based
services. In addition, we cannot be certain that our business activities will
not infringe on the proprietary rights of others, or that other parties will not
assert infringement claims against us. Any claim of infringement of proprietary
rights of others, even if ultimately decided in our favor, could result in
substantial costs and diversion of resources. If a claim is asserted that we
infringed the intellectual property of a third party, we may be required to seek
licenses to such third-party technology. We cannot be sure that licenses to
third-party technology will be available to us at a reasonable cost, if at all.
If we were unable to obtain such a license on reasonable terms, we could be
forced to cease using the third-party technology.
GEOGRAPHIC CONCENTRATION OF VENDORS AND LACK OF LONG-TERM AGREEMENTS
WITH VENDORS MAY HINDER FULFILLMENT OF ORDERS.
A larger number of our current print vendors are located in Washington
state. This geographic concentration may make it more difficult for us to
deliver customer orders in a timely and cost-effective manner. A disruption of
transportation systems (air or ground) may create difficulty in fulfilling our
orders in a timely manner or increase our costs in meeting delivery commitments.
Any disruption in our ability to timely deliver orders to customers could
materially undermine our customer relationships and our business. Because a
large percentage of our vendors are located in Washington state, we may incur
increased shipping charges associated with delivery of print orders to customers
in a given time frame. To the extent that we are not able to pass such charges
on to customers, our gross margins and operating results could be adversely
affected.
Our contracts with our vendors are not long term and may be cancelled
by either party on relatively short notice, so we have no contractual assurance
that these vendors will fulfill orders in a timely way, or that they will not
decide to cease doing business with us. Although we believe that alternative
vendors are readily available to replace any vendor who terminates its
relationship with us, or that is not performing up to our standards, adding new
vendors requires time and effort. If we were to encounter excessive vendor
turnover, it could undermine our business by diverting personnel and other
resources to increased vendor management needs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not own any equity securities of third parties and, accordingly,
a decline in the general condition of the stock market would not have a material
effect on our balance sheet. However, a decline in the general condition of the
stock market could limit our own ability to raise capital through the sale of
equity securities.
We have no exchange rate exposure and we do not employ derivatives in
managing our balance sheet. We believe that the market risk arising from
holdings of our financial instruments is not material.
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<PAGE>
PART II -- OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) SALES OF UNREGISTERED SECURITIES DURING THE QUARTER
During the quarter ended September 30, 1999, ImageX.com issued and
sold the following unregistered securities:
- 58,980 shares of its common stock to employees pursuant to
exercise of stock options under its Amended and Restated 1996
Stock Incentive Compensation Plan in consideration of the
employees' services to ImageX.com;
- 68,467 shares of its common stock to warrant holders pursuant
to the exercise of their warrants in consideration of the
warrant holders' services to ImageX.com; and
- 228,270 options to purchase shares of its common stock to
employees under its Amended and Restated 1996 Stock Incentive
Compensation Plan in consideration of the employees' services
to ImageX.com.
In issuing these securities and granting these options, ImageX.com
relied on exemptions from registration pursuant to Rule 701 under Section
3(b) of the Securities Act, and Section 4(2) of the Securities Act.
(d) USE OF PROCEEDS
On August 26, 1999, our registration statement on Form S-1, file number
333-78271, became effective. The offering date was August 26, 1999. The offering
has terminated as a result of all of the shares offered being sold. The managing
underwriters were Volpe Brown Whelan & Company, Prudential Securities and
E*Trade Securities, Inc. The offering consisted of 3,450,000 shares of our
common stock, including 450,000 shares of common stock pursuant to the exercise
of the underwriter's over-allotment option. The aggregate price of the shares
offered and sold was $24,150,000. After accounting for approximately $1.7
million in underwriting discounts and commissions and $1.5 million in other
expenses, we received proceeds of $21.0 million. We generated interest income of
approximately $156,000 for the three months ended September 30, 1999.
We used approximately $2.6 million of the net proceeds raised in the
initial public offering to repay outstanding balances on our credit facilities.
In addition, we used approximately $2.7 million in connection with the
acquisition of 100% of the outstanding capital stock of Image Press, Inc. in
September 1999. We currently expect that we will use the remainder of the net
proceeds for capital expenditures and for working capital purposes, including
sales and marketing expenses, including expansion into new markets, general and
administrative expenses and product development. In addition, we intend to
pursue a strategy of expansion by acquisition of additional businesses, and we
may use a substantial portion of the remaining net proceeds for this purpose. We
are currently in discussions with several acquisition candidates, but we have
not entered into any definitive agreements at this time. Because of the nature
of our industry and the expectations of our potential acquisition targets, we
expect to use cash as the primary currency for future acquisitions. Pending the
uses
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<PAGE>
described above, we will invest the remaining portion of the net proceeds in
short-term, interest-bearing, investment-grade securities.
None of the net offering proceeds were paid, and none of the initial
public offering expenses related to payments, directly or indirectly, to
directors, officers or general partners of ImageX.com or their associates,
persons owning 10% or more of any class of our securities, or affiliates of
ImageX.com.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 9, 1999, the following resolutions were approved by written
consent of our shareholders in accordance with our articles of incorporation and
the Washington Business Corporation Act:
- - An amendment to our Articles of Incorporation, effecting a 1-for-2
reverse stock split;
- - An amendment and restatement of our Articles of Incorporation;
- - An amendment and restatement of our Bylaws;
- - An amendment and restatement of our 1996 Stock Incentive Compensation
Plan;
- - The adoption of our 1999 Employee Stock Purchase Plan; and
- - The adoption of our form Indemnification Agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
See Exhibit Index.
(b) REPORTS ON FORM 8-K
We filed a current Report on Form 8-K on September 30, 1999 relating to
our acquisition of 100% of the outstanding capital stock of Image Press, Inc.
Financial statements of the business acquired and required pro forma financial
information relating to the acquisition was filed by amendment to the September
30, 1999 Form 8-K, which was filed on November 15, 1999.
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<PAGE>
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.
IMAGEX.COM, INC.
(Registrant)
Date: November 15, 1999 By /s/ Robin L. Krueger
-------------------------------
Robin L. Krueger
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of
ImageX.com (Incorporated by reference to exhibit number
3.2 to ImageX.com's registration statement on Form S-1
(file number 333-78271), filed May 12, 1999).
3.2 Bylaws of ImageX.com, as amended (Incorporated by
reference to exhibit number 3.3 to ImageX.com's
registration statement on Form S-1 (file number
333-78271), filed May 12, 1999).
10.1 Stock Purchase Agreement dated September 21, 1999 among
ImageX.com, Inc., Stanley F. and Marina Lynne Poitras,
individually and as Trustees of the Poitras Family Trust
Dated November 22, 1993, Glen R. and Anne S. Douglas, as
community property (incorporated by reference to exhibit
number 10.1 to ImageX.com's current report on Form 8-K,
filed September 30, 1999).
27.1 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 27,256
<SECURITIES> 0
<RECEIVABLES> 3,459
<ALLOWANCES> (140)
<INVENTORY> 723
<CURRENT-ASSETS> 32,258
<PP&E> 6,811
<DEPRECIATION> (1,638)
<TOTAL-ASSETS> 41,750
<CURRENT-LIABILITIES> 4,213
<BONDS> 0
0
0
<COMMON> 167
<OTHER-SE> 37,370
<TOTAL-LIABILITY-AND-EQUITY> 41,750
<SALES> 3,320
<TOTAL-REVENUES> 3,320
<CGS> 2,474
<TOTAL-COSTS> 6,133
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47
<INCOME-PRETAX> (5,178)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,287)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,178)
<EPS-BASIC> (.61)
<EPS-DILUTED> (.61)
</TABLE>
