U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended April 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from _______________ to _______________
Commission File No. 0-9848
Initio, Inc.
(Name of small business issuer in its charter)
Nevada 22-1906744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Arrowhead Drive, Carson City, Nevada 89706
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (702) 883-2711
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, $.01 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 the filing requirements for the past 90 days.
YesXNo _____
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB. [ ]
State Issuer's Net Revenues for its most recent fiscal year: $9,682,000.
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: $4,734,654 (based upon the
average bid and asked price of the registrant's Common Shares, $.01 par value,
as of July 27, 1999).
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Shares, $.01 Par Value4,640,541
(Title of Class)(No. of Shares Outstanding
at July 27, 1999)
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Form (check one):
Yes___No X
PART I
Item 1. Description of Business.
(a) General Development of Business.
Initio, Inc. (the "Company") was incorporated under the laws of the State of
Delaware in 1968 and became a
publicly-owned corporation in 1970. Effective as of February 1, 1994, the
Company changed its State of incorporation from
Delaware to Nevada. The Company's principal offices are located at 2500
Arrowhead Drive, Carson City, Nevada 89706
and its telephone number is (702) 883-2711.
Prior to April 30, 1999, the Company, through its wholly-owned subsidiary,
Deerskin Trading Post, Inc. ("Deerskin
Trading Post"), was engaged in the mail order retail sale of consumer products
principally through mail order catalogs, and
to a lesser extent through media advertising.
RECENT DEVELOPMENTS
Sale of Deerskin Trading Post Operating Assets. On May 21, 1999, the Company
completed the sale of certain operating
assets pertaining to the direct mail and e-commerce business (the "Mail Order
Business") of Deerskin Trading Post, to
Advanced Medical Sciences, Inc. ("AMDS"). The assets which were sold as of the
close of business on April 30, 1999 (the
"Effective Date") included:
(i) all inventory related to the Mail Order Business as of the Effective Date;
(ii) pre-paid advertising;
(iii) other prepaid expenses;
(iv) all of Deerskin Trading Post's fixed assets as of the Effective Date
located in Carson City, Nevada,
Teterboro, New Jersey and Danvers, Massachusetts, excluding certain assets set
forth in the Asset Purchase Agreement
dated April 21, 1999 between Deerskin Trading Post and AMDS;
(v) certain accounts receivable;
(vi) all security deposits as of the Effective Date held by the lessors in
connection with the leases of the
Teterboro, New Jersey and Danvers, Massachusetts facilities as well as all
utility deposits maintained by Deerskin;
(vii) all agreements material to operating the Mail Order Business;
(viii) customer lists;
(ix) separations, photographs and other material relating to the preparation
or printing of artwork used in
the Mail Order Business and Deerskin Trading Post's e-commerce business;
(x) Deerskin Trading Post's proprietary mail order computer software systems;
(xi) all right, title and interest of Deerskin Trading Post in trademarks,
copyrights, service marks, trade
names, domain names using the words "Deerskin", "Joan Cook" and variations
thereof, and other intellectual property rights,
together, in each case, with all registrations, applications, recordings,
reissuances, extensions, renewals, licenses and rights,
if any, and all claims against third parties for violation or infringement of
any thereof, together with the goodwill of the Mail
Order Business;
(xii) all unshipped orders from customers as of the Effective Date and credit
card numbers (and the right to
collect monies pursuant thereto) which customers have tendered in payment for
such Unfilled Orders;
(xiii) Deerskin Trading Post's books of account and records, licenses,
permits, sales and manufacturing
data, software programs, computer printouts, data bases and related items, and
other records, documents and instruments
relating to the acquired assets and all copies thereof.
The purchase price received for the assets was approximately $6 million (the
"Purchase Price"). The
Purchase Price was paid as follows:
(a) $2 million of the Company's convertible subordinated debenture held by
Pioneer Ventures Associates
Limited Partnership ("Pioneer") was cancelled;
(b) AMDS issued to Deerskin a Convertible Debenture due June 1, 2004 in the
principal amount of $3.4
million. The Convertible Debenture bears interest at a rate of 8% per annum,
payable on the last day of each July, October,
January and April until June 1, 2004, when the Convertible Debenture is to be
redeemed by AMDS. The Debenture is
convertible into shares of AMDS common stock; and
(c) approximately $500,000 cash.
Issuance of Second Subordinated Convertible Note to Pioneer Ventures Associates
Limited Partnership. In December 1998
the Company pursuant to the terms of that agreement, the Company issued to
Pioneer a convertible subordinated debenture
in the principal amount of $500,000, convertible at $1.54 per share, with
interest at 8% per annum. These funds were used
by the Company for certain specified purposes including Internet activities.
Sale of Peabody, Massachusetts Property. In May, 1999, the Company culminated
the sale of its Peabody plant, included in
the net assets of discontinued operations, for $525,000 in cash and notes,
resulting in a pre-tax gain of $ 200,000.
(b) Narrative Description of the Business.
The Company, via its Deerskin Trading Post subsidiary, was principally engaged
in the mail order and e-commerce
retail sale of consumer products through its Deerskin and Joan Cook catalogs
and to a lesser extent through media
advertising. In April, 1999, the Company entered into an agreement to sell
materially all of the assets of its Deerskin
operation. In May, 1999, the transaction closed resulting in a pre-tax gain of
approximately $2,400,000. Since that time, the
Company has begun the process of identifying new business opportunities.
Employees. The Company currently has 3 full-time employees. None of the
Company's employees are covered by
collective bargaining agreements. The Company considers its employee relations
to be satisfactory.
Item 2. Description of Property.
The Company's operations are conducted in the following facilities:
LocationUse
Carson City, Nevada Principal Executive Offices
The Company owns an approximately 81,000 square foot building on 7.5 acres of
leased land in Carson City, Nevada.
Annual rent for this land is $700. The lease expires on September 30, 2037.
The Company is responsible for real estate
taxes on this property. The Company has leased the facility to the purchaser
of the assets of the Deerskin operation. This
lease expires on April 30, 1999.
The Company owns a 20,000 square foot building on leased land in Danvers,
Massachusetts. Annual rent for this land is
$12,600. This lease and options contained therein expire on March 31, 2000.
The Company is responsible for real estate
taxes on this land.
The Company considers that, in general, its physical properties are well
maintained, in good operating condition and
adequate for its present purposes.
Item 3. Legal Proceedings.
As of July 27, 1999 there were no legal proceedings pending against the
Company, nor, to the Company's knowledge, were
any material proceedings against it contemplated by any governmental authority.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended April 30, 1999, no matters
were submitted to a vote of security holders.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
(a) Market Information. The Company's Shares are traded under the symbol
"INTO" on NASDAQ. The following table
indicates high and low bid for the fiscal years ended April 30, 1999 and 1998
in the over-the-counter market for the periods
indicated based upon information supplied by National Quotation Bureau. Such
over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may
not necessarily represent actual transactions:
Fiscal Year Ended April 30, 1999April 30, 1998
Bid:Bid:
High LowHigh Low
First Quarter1 3/4 1 1/162 5/8 1 1/16
Second Quarter1 3/16 3/42 11/16 2 1/8
Third Quarter4 11/16 3/4 3 1/16 1 3/4
Fourth Quarter1 21/32 1 1/322 15/16 1 11/16
(b) Number of Holders of Common Stock. As of April 30, 1999 the number of
record holders of the Company's Shares was
approximately 300, which does not include individual participants in security
position listings.
(c) Dividends. The Company has never paid a cash dividend. Future dividend
policy will be determined by the Board of
Directors based on the Company's earnings, financial condition, capital
requirements and other existing conditions. It is
anticipated that cash dividends will not be paid to the holders of Shares in
the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of
Operations, follow on page 11.
Item 7. Financial Statements.
Financial Statements, follow on page 13.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
During fiscal years 1999 and 1998 there were no changes in or disagreement with
the Company's principal independent
accountant on accounting or financial disclosure.
PART III
Item 9. Directors and Executive Officers of the Company
The Company's Board of Directors is a classified board, with one-third of
the directors being elected each year for a term
of three years. The following table sets forth certain information with
respect to each director and executive officer of the
Company:
Name and AgePositions withTermServed As
the CompanyExpiresDirector
Since
Daniel A. DeStefano, 67 Chairman of the19991969
Board, Director
Martin Fox, 64President, Secretary,
Director19991978
Dr. Paul Lerman,* 58 Director20011998
James J. Holzinger, 60 Director20011998
Robert Lerman, 63Director20001998
Paul Lerman and Robert Lerman are cousins.
Mr. DeStefano was a founder of the Company and has been Chairman of the Board
of the Company since 1969.
Mr. Fox joined the Company in 1972 and has been President of the Company for
more than five years.
Mr. Holzinger is, since 1996, retired. From 1993 - 1996, he was an Executive
Vice President in the commercial lending
department of Summit Bank.
Mr. Lerman became a Director in February, 1998. Since 1998, he has been
president and a Director of Pioneer Ventures
Corp. which is the manager of the general partner of Pioneer Ventures
Associates Limited Partnership. Mr. Lerman is also
the President and a Director of Pioneer Partners Corp., the general partner of
an investment partnership, Bridge Investors I
Limited Partnership for more than five years.
Dr. Lerman became a Director of the Company in April, 1999. Dr. Lerman has
been the Dean of the Samuel J. Silberman
College of Business Administration at Fairleigh Dickinson University since 1988
and a Professor of Business Administration
since 1990.
Each officer's term expires at each annual meeting of the Board of Directors
of the Company, or when their successors are
elected and qualified to serve in their stead.
The Company pays directors, other than full time employees, an annual retainer
of $3,000 plus $500 and out-of-pocket
expenses for each Board meeting attended.
* Dr. Lerman is finishing the term of Mr. Michael Bandler who resigned as of
April 13, 1999.
Item 10. Executive Compensation.
The following table sets forth the cash compensation (consisting entirely of
salary) paid (or accrued for) by the
Company to its President and Chairman of the Board. None of the executive
officer's aggregate remuneration exceeded
$100,000, for the Company's fiscal years ended April 30, 1999, 1998 and 1997:
SUMMARY COMPENSATION TABLE
Name and
Principal
PositionYear Annual Compensation
Martin Fox, President1999$1,500
1998$1,500
1997$1,500
Daniel DeStefano,1999$1,500
Chairman of the Board1998$1,500
1997$1,500
During the fiscal year ended April 30, 1996 the Company granted to Mr. Fox and
Mr. DeStefano options,
exercisable immediately and expiring in five years, to each purchase 125,000
shares of the Company's common stock at
$2.00 per share. Such options were terminated and cancelled as of March 25,
1998, and on that date the Company granted
250,000 stock options each to Mr. Fox and Mr. DeStefano at an exercise price
of $1.95 pursuant to the Company's 1996
Employee Stock Option Plan. These options are immediately exercisable to the
extent of 20% with an additional 20%
exercisable on March 25 each subsequent year. Neither Mr. Fox nor Mr. DeStefano
had any other outstanding stock options
or stock appreciation rights. Furthermore, neither of them received awards
under long-term incentive plans that are stock
based during the three fiscal years referred to above.
The Company does not have employment agreements with any of its executive
officers.
The Company has two stock option plans, the 1991 Stock Option Plan ( 1991 Plan
) and the 1996 Stock Option Plan (
1996 Plan ). Under both Plans options to buy the Companys common stock have
been granted to key employees and / or
directors of the Company, for terms ranging from five to ten years and which
become exercisable at fixed times.
No further options will be granted pursuant to the 1991 plan.
Options which may result in the issuance of up to 500,000 shares of the
Companys common stock may be issued pursuant to
the 1996 Plan. Under to the 1996 Plan the Company may award either Incentive
Stock Options or Non Qualified Stock
Options. The terms for either may not exceed ten years, while vesting is
either 20 % annually or as the Companys Board of
Directors provides. Exercise prices approximate the market price for the
Companys stock, except that in the case of award
to holders of more than 10 % of the Companys stock the exercise is to be set by
the Companys Board of Directors. Arising
from the disposal of all of its catalog operations, the Company decided that
all employees of Deerskin Trading Post, Inc., a
wholly owned subsidiary of the Company who presently have stock options on
shares of Initio common stock, shall be fully
vested effective upon the closing of the transaction between Deerskin Trading
Post, Inc. and AMDS. All such persons shall
have one year from April 30, 1999 to exercise such options.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners. The following table sets
forth, as of July 15, 1998, information
concerning the only persons who are known by the Company to own beneficially
more than five percent of the outstanding
Shares of the Company and information concerning ownership of outstanding
Shares by all current directors and executive
officers of the Company as a group. Except as otherwise indicated, all such
persons have both sole voting and investment
power over the Shares shown as being beneficially owned by them.
Name and Address ofAmount and NaturePercent of
Beneficial OwnerOf Beneficial OwnershipClass
Martin Fox
2500 Arrowhead Drive
Carson City, Nevada 897061,412,724 (1)29.7%
Daniel A. DeStefano
2500 Arrowhead Drive
Carson City, Nevada 89706995,010 (2)20.9%
DeStefano Children Trust
c/o John McConeghy
42 Sterling Lane
Wayne, New Jersey 07470530,546 (3)11.4%
Melvyn I. Weiss
One Pennsylvania Plaza
New York, New York 10119283,650 (4)5.9%
Pioneer Ventures Associates1,324,675 (5)22.2%
Limited Partnership
651 Day Hill Road
Windsor, Connecticut 06095
Robert Lerman1,344,570 (6)22.6%
651 Day Hill Road
Windsor, Connecticut 06095
All Executive Officers and
Directors as a Group (5 persons)3,762,304 (5)60.6%
(1) This amount includes 136,984 Shares owned by trusts for the benefit of
Mr.Fox's children of which Mr. Fox is a trustee
and of which Mr. Fox disclaims beneficial ownership. Mr. Fox has shared
voting and investment power over the Shares
owned by such trusts. This amount also includes 108,578 Shares owned by the
Martin Fox Retirement Trust. This amount
does not include 53,433 Shares owned by a trust for the benefit of unrelated
persons of which Mr. Fox is a trustee and of
which Mr. Fox disclaims beneficial ownership. This amount also includes 125,000
shares which Mr. Fox has the right to
acquire pursuant to a currently exercisable stock option.
(2) This amount includes 172,638 Shares owned by the Daniel DeStefano
Retirement Trust. This amount also includes
125,000 shares which Mr. DeStefano has the right to acquire pursuant to a
currently exercisable stock option.
(3) Owned by the DeStefano Children Trust for the benefit of Mr. DeStefano's
adult children, of which the trustees are
Messrs. John McConeghy and Fred DeStefano (Mr. Daniel A. DeStefano's brother).
(4) This amount also includes 136,984 Shares owned by trusts for the benefit of
Mr. Fox's adult children of which Mr. Weiss
is a trustee and of which Mr. Weiss disclaims beneficial ownership. Mr. Weiss
has shared voting and investment power over
the Shares owned by such trusts.
(5) Pioneer Ventures Associates Limited Partnership is the owner of a
$3,000,000 convertible subordinated debenture which
is convertible into a maximum of 1,000,000 shares of the Company's common stock
and a $500,000 convertible subordinated
debenture which is convertible into a maximum of 324,675 shares of the
Company's common stock.
(6) This amount includes (i) 1,000,000 shares which may be acquired by Pioneer
Ventures Associates Limited Partnership
upon conversion of the Convertible Subordinated Debenture due May 1, 2003, (ii)
324,675 shares which may be acquired by
Pioneer Ventures Associates Limited Partnership upon conversion of the
Convertible Subordinated Debenture due
December 23, 2003, (iii) 4,400 shares held by Robert and Ellen Lerman, (iv)
1,960 and 3,500 shares held by Texas
Enterprises, Inc.. and Pioneer Capital Corp., respectively, of which Mr. Lerman
is the owner of 50% of the issued shares of
such corporations, (v) 9,935 shares held by the Robert A. Lerman Money Pension
Plan & Trust, and (vi) 100 shares held by
Ellen Lerman, his wife. See "Certain Relationships and Related Transactions."
(7) See footnotes (1), (2) and (6) above. This amount includes 10,000 shares
owned by Mr. Holzinger.
Item 12. Certain Relationships and Related Transactions
On February 25, 1998, the Company entered into the Debenture Commitment
Agreement with Pioneer Ventures Associates
Limited Partnership ("PVALP") pursuant to which PVALP has agreed to make
certain loans to the Company to be repaid by
the Company in accordance with the terms of convertible subordinated
debentures (the "Debentures"). PVALP has initially
loaned $3,000,000 to the Company and the Company has issued the First
Subordinated Debenture due May 1, 2003 (the
"First Debenture").
The terms of the First Debenture include the condition that the principal
stockholders of the Company (the "Principal
Stockholders"), which include Mr. DeStefano and Mr. Fox, enter into the Voting
Agreement.
The Voting Agreement provides that so long as there is any unpaid principal
amount or interest outstanding under the
Debentures or so long as the conversion shares are held by PVALP, the Principal
Stockholders will vote all of their
Common Stock for the election of PVALP's designee as a director of the
Company. Mr. Robert Lerman, a director of the
Company is PVALP's nominee, and the President of Pioneer Ventures Corp., the
managing member of the general partner
of PVALP. In addition, in the event of a default under the Debenture
Commitment Agreement, the Principal Shareholders
agree to elect that number of nominees to the Board of directors designated by
PVALP such that the Board of Directors
becomes comprised of a majority of nominees of PVALP. The Principal
Shareholders also agree to vote in favor of the
PVALP nominees so long as any interest or principal remains unpaid.
The Voting Agreement also provides that the Principal Shareholders may not
transfer any Common Stock to any affiliate
without PVALP's prior written consent. "Affiliate" is defined in the Voting
Agreement as (a) any spouse, parent, parent-in-
law, grandparent, grandchild, sibling, uncle, aunt, niece, nephew or first
cousin of the transferor or (b) any person which the
transferor directly or indirectly controls or (c) any transfer to a person if
the transferor remains a beneficial owner, as that
term is used in Section 13 (d) of the Securities Exchange Act of 1934, as
amended, of the transferred shares.
On December 23, 1998, the Company pursuant to the terms of the debenture
Commitment Agreement, the Company issued
to Pioneer the Second Convertible Subordinated Debenture due December 23, 2003,
in the principal amount of $500,000,
convertible at $1.54 per share, with interest at 8% per annum. These funds
were used by the Company for certain specified
purposes including Internet activities.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits. See Index of Exhibits annexed hereto.
(b) Reports on Form 8-K
The Company did not file any Current Reports on Form 8-K during the quarterly
period ended April 30, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: July 29, 1999INITIO, INC.
/s/ Martin Fox
By: Martin Fox, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
Date: July 29, 1999/s/ Martin Fox
Martin Fox,
President and Director
Date: July 29, 1999/s/ Daniel DeStefano
Daniel DeStefano,
Chairman of the Board
and Director
Date: July 29, 1999/s/ Paul Lerman
Dr. Paul Lerman,
Director
Date: July 29, 1999/s/ Robert A. Lerman
Robert A. Lerman,
Director
Date: July 29, 1999/s/ James J. Holzinger
James J. Holzinger,
Director
INDEX OF EXHIBITS
(3) (a) Articles of Incorporation of the Company -- incorporated by reference
to Exhibit 3(a) to the SB2.
(b) By-Laws of the Company -- incorporated by reference to Exhibit 3(b) to
the SB-2.
(c) Certificate of Ownership and Merger of Initio, Inc., a Delaware
corporation and Initio, Inc., a Nevada corporation (the
"Company") -- incorporated by reference to Exhibit 2(e) to the SB-2.
(10) (a) 1991 Stock Option Plan, adopted by the Board of Directors on November
8, 1991 and by the shareholders on
December 20, 1991 -- incorporated by reference to Exhibit 10(a) to the SB-2
(This document represents a compensatory
plan).
(b) Sublease from Julie Pomerantz, Inc. to Deerskin Trading Post, Inc.,dated
as of April 18, 1994, relating to premises
located at 2001 Tonnelle Avenue, North Bergen, New Jersey, guaranteed by the
Company.
(c) Lease of Land under the Company's premises at 2500 Arrowhead Drive,
Carson City, Nevada -- incorporated by
reference to Exhibit No. (20)(b) to the Company's Annual Report on Form 10-K
for the fiscal year ended February 6, 1981.
(d) Lease for premises located at Route 1 and Route 114, Danvers,
Massachusetts -- incorporated by reference to Exhibit
10(d) to the SB-2.
(e) Loan Agreement dated March 20, 1996 between The Company and Sierra Bank
of Nevada -- incorporated by reference
to Exhibit 10(w) to the Company's Annual Report on Form 10-KSB for the fiscal
year ended April 30, 1996
(f) Eleventh Amendment to Line of Credit and Loan Security Agreement, dated
as of March 15, 1998, between United
Jersey Bank and Deerskin Trading Post, Inc.
(g) Third Restated Promissory Note, dated as of March 15, 1998, between
United Jersey Bank and Deerskin Trading Post,
Inc.
(h) Fourteenth Amendment to Line of Credit Loan and Security Agreement, dated
as of January 31, 1998, between Summit
Bank and Deerskin Trading Post, Inc.
(i) 1996 Stock Option Plan
(j) Debenture Commitment Agreement, dated as of February 25, 1998, by and
between the Company and PVALP
incorporated by reference to Schedule 13D dated February 25, 1998 filed by
Martin Fox.
(k) Convertible Subordinated Debenture due May 1, 2003 incorporated by
reference to Schedule 13D dated February 25,
1998 filed by Martin Fox
(l) Voting Agreement, dated as of February 25, 1998, by and between PVALP and
the Principal Stockholders incorporated
by reference to Schedule 13D dated February 25, 1998 filed by Martin Fox.
(m) Convertible Subordinated Debenture due December 23, 2003 incorporated by
reference to Schedule 13D dated
December 23, 1998 filed by Martin Fox.
(n) Asset Purchase Agreement between Deerskin Trading Post, Inc. ("Deerskin")
and Advanced Medical Sciences, Inc.
("AMDS") dated April 21, 1999 incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K
filed June 3, 1999.
(o) Convertible Debenture due June 1, 2004 incorporated by reference to
Exhibit 10.2 to the Company's Current Report on
Form 8-K filed June 3, 1999.
(p) Security Agreement between Deerskin and AMDS, dated May 21, 1999
incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed June 3, 1999.
(q) Lease between Deerskin and AMDS, dated May 21, 1999, for Carson City,
Nevada facility incorporated by reference to
Exhibit 10.4 to the Company's Current Report on Form 8-K filed June 3, 1999.
(r) Consulting Agreement between Deerskin and AMDS, dated May 21, 1999
incorporated by reference to Exhibit 10.5 to
the Company's Current Report on Form 8-K filed June 3, 1999.
(s) Assignment and Assumption Agreement between Deerskin and AMDS, dated May
21, 1999, relating to lease for
Teterboro, New Jersey facility incorporated by reference to Exhibit 10.6 to the
Company's Current Report on Form 8-K filed
June 3, 1999.
(21) List of Subsidiaries -- incorporated by reference to Exhibit 21 to the
SB-2.
Initio, Inc.
Managements Discussion and Analysis of Financial Condition and the Results of
Operations
The following discussion and analysis provides information which management
believes is relevant to an assessment and
understanding of the Companys results of operations and financial condition.
The discussion should be read in conjunction
with the Companys Financial Statements and Notes thereto.
Managements discussion and analysis contains forward looking statements about
the Companys future prospects. These
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those expected by
Management. Readers are therefore cautioned not to rely upon on any such
forward-looking beliefs or judgments in making
investment decisions.
Results of Operations
Following several years of reduced revenues and significant operating losses,
the Company decided to dispose of all of its
catalog operations. In April 1999, the Company entered into an agreement to
sell materially all of the assets of its catalog
operations. In May 1999, the transaction closed resulting in a gain befog
income taxes of approximately $2,400,000. Since
that time the Company has begun the process of identifying new business
opportunities. Accordingly, the financial
statements presented for the years ended April 30, 1999 and 1998 have been
restated to reflect the catalog business as a
discontinued operation. The loss from Discontinued Operations before the
income benefit decreased during fiscal 1999 as
compared to fiscal year 1998 due to the inventory valuation provision for which
was taken in the fiscal year 1998 of
$564,000 partially offset by a decline in media sales which decreased from
approximately $1,086,000 to approximately
$169,000. Due to the expected capital gain on the disposition of the
discontinued operations the valuation allowance
previously recorded against the Company's deferred tax assets generated from
net operating losses was released to the extent
the deferred tax asset will be utilized during fiscal 2000.
Investment performance changes from period to period reflects differences in
security sale timing and the composition of
assets devoted to investment activities. The current year decline in general
and administrative expense is primarily caused by
relocation of the executive offices and the outsourcing of accounting services.
Liquidity and Capital Resources
In May, 1999, when the Deerskin sale culminated and the Company received $
500,000 in cash, a $ 3,400,000 convertible
debenture of the purchaser and was released from $ 2,000,000 of its
subordinated debentures.
In February, 1998, and January, 1999, the Company had issued $ 3,000,000 and $
500,000, respectively, principal amount of
its five year, 8 % debenture, permitting the repayment of all short term bank
financing and funding working capital.
At April 30th, 1999, the Companys cash balances were $ 1,183,000 and marketable
securities, valued at current market
prices, were approximately $ 1,208,000. At the same time, the Companys entire
current liabilities, excepting mortgage and
subordinated convertible debenture were $ 41,000.
Year 2000 Compliance
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. These
effects of the Year 2000 Issue may be experienced before, on, or after January
1, 2000, and, if not addressed, the impact on
operations and financial reporting may range from minor errors to significant
systems failure, which could affect an entitys
ability to conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 Issue affecting
an entity, including those related to the efforts of customers, suppliers, or
other third parties, will be fully resolved.
The Company is directly little effected internally by Year 2000 Compliance. The
Company does not anticipate any material
disruption in its operations because of failure of Year 2000 Compliance, but
has yet to make inquiry of its financial
institutions.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Initio, Inc.:
We have audited the accompanying consolidated balance sheets of Initio, Inc.
(a Nevada corporation) and subsidiary as of
April 30, 1999 and 1998, and the related consolidated statements of operations
and comprehensive loss, stockholders' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of
Initio, Inc. and subsidiary as of April 30, 1999 and 1998, and the results of
their operations and their cash flows for the
years then ended in conformity with generally accepted accounting principles.
July 16, 1999
Arthur Andersen LLP
New York, New York
Initio, Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the Year Ended
April 30, 1999April 30, 1998
Income
Interest$ 94,708$ 62,042
Gain on the sale of
marketable securities 279,093 498,752
373,801 560,794
Expenses
General and Administrative 236,608 261,916
Interest 92,400 68,320
329,008 330,236
Income from continuing operations 44,793 230,558
Income (loss) from discontinued
operations, net of income tax benefit 54,436 (1,035,147)
Net income (loss) 99,229 (804,589)
Other comprehensive loss
Unrealized gains (losses) on
Marketable securities
Arising during the period (43,178) 445,149
Reclassification of gains realized (355,943) (81,022)
(399,121) 364,127
Comprehensive Loss$ (299,892)$ (440,462)
Income (Loss) per common share
Basic
Continuing operations $0.01 $0.05
Income (loss) from discontinued
operations $0.01 ($0.22)
Net income (loss) $0.02 ($0.17)
Diluted
Continuing operations $0.01 $0.05
Income (loss) from discontinued
operations $0.01 ($0.22)
Net income (loss) $0.02 ($0.17)
Weighted average shares
Basic 4,462,682 4,842,737
Diluted 4,462,682 4,842,737
The accompanying notes are an integral part of these consolidated financial
statements.
Initio, Inc.
Consolidated Balance Sheets
As at
April 30, 1999 April 30, 1998
Assets
Cash$1,182,993$2,249,992
Marketable Securities 1,208,061 1,073,308
Net assets of discontinued operations 3,809,844 3,770,152
Deferred tax asset 884,000 --
Property and equipment, net 1,506,452 1,476,610
Other assets 200,919 305,818
Total assets$8,792,269$8,875,880
Liabilities and Stockholders' Equity
Liabilities
Accounts payable$ 9,277$ 11,498
Accrued expenses 31,500 9,966
Mortgage payable 873,774 914,105
Subordinated convertible debenture 3,500,000 3,000,000
4,414,551 3,935,569
Commitments
Stockholders' Equity
Common stock, $.01 par value, Authorized
10,000,000 shares, 5,065,406 issued and
4,636,008 outstanding shares, 5,271,935
issued and 4,842,537 outstanding shares
respectively 50,654 52,719
Additional paid in capital 8,616,042 8,876,678
Accumulated deficit(3,826,308)(3,925,537)
Accumulated other comprehensive income 115,285 514,406
4,955,673 5,518,266
Less: Treasury stock, 429,398 common
shares (577,955) (577,955)
Total stockholders' equity 4,377,718 4,940,311
Total liabilities and
stockholders' equity$8,792,269 $8,875,880
The accompanying notes are an integral part of these financial statements.
Initio, Inc.
Consolidated Statements of Stockholders' Equity
Accumulated other
Common Paid In Accumulated TreasuryComprehensive
Stock Capital Deficit Stock IncomeTotal
Balance May 1, 199750,815$8,682,183$(3,120,948)$(476,781) $150,279$5,285,548
Issuance of 60,000
common shares to 600 65,400 66,000
employees
Exercise of employee
stock options for
130,400 common
shares 1,304 129,095 130,399
Repurchase of 37,527
common shares from
employees (101,174) (101,174)
Net other comprehensive
income 364,127 364,127
Net Loss
Balance April 30,
1998 $52,719 $8,876,678$(3,925,537)($577,955)$514,406$4,940,311
Repurchase and retirement
of 206,529 shares (2,065) (260,636) (262,701)
Net other comprehensive
loss(399,121) (399,121)
Net income 99,229 99,229
Balance April 30,
1999$50,654 $8,616,042$(3,826,308)$(577,955)$115,285$4,377,718
The accompanying notes are an integral part of these consolidated financial
statements.
Initio, Inc.
Consolidated Statements of Cash Flows
For the Year Ended
April 30, 1999April 30, 1998
Cash flows from Operating Activities;
Income from continuing operations$ 44,793$230,558
Deprec on sale of marketable securities (129,912) 164,521
Other comprehensive income (399,121) 364,127
Cash (used in) provided by
continuing operations (503,509) 260,454
Cash flow (used in) provided by
discontinued operations (774,886) 557,093
Net cash (used in) provided by
operating activities(1,278,395) 817,547
Cash flows from Investing Activities
Purchases of property and equipment 159,754 (70,844)
Net proceeds from sales/(purchase) on
marketable securities(145,326) 100,973
Net cash provided by investing
activities 14,428 30,124
Cash flows from Financing Activities
Net repayment of short term debt --(1,850,000)
Debenture proceeds 500,000 3,000,000
Debenture issuance costs -- (43,280)
Mortgage repayment (40,331) (39,987)
Sale of common stock, net of
treasury stock repurchase -- 35,222
Common stock repurchase (262,701) --
Net cash provided by
financing activities 196,968 1,101,955
Net ( decrease ) increase in cash(1,066,999) 1,949,631
Cash at beginning of year 2,249,992 300,361
Cash at end of year$1,182,993$2,249,992
Supplemental disclosure of continuing
operations cash flow information:
Cash paid during the year for LC Interest $92,400 $68,320
The accompanying notes are an integral part of these consolidated financial
statements.
Initio, Inc.
Notes to the Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Nature of Business
In past years Initio, Inc., ( the Company or Initio ), through its wholly
owned subsidiary, Deerskin Trading Post,
Inc. ( Deerskin ), primarily marketed leather goods by way of the
Deerskin catalog and gifts and housewares
through its Joan Cook catalog.
In April, 1999, the Company entered into an agreement to sell materially all of
the assets of its Deerskin operation. Since
May, 1999, when the asset sale was culminated, the Company has begun the
process of identifying new business
opportunities.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and
Deerskin. All material intercompany
items have been eliminated. Certain items shown have been reclassified to
conform to the fiscal 1999 presentation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management
to make estimates and assumptions that affect the reported balances in the
financial statements. Actual results could differ
from managements best estimates.
Marketable Securities
The Company has classified all its marketable securities as available for sale,
which presented at their estimated fair market
value, which has been determined based upon security market quotes. Realized
gains and losses, calculated based upon
specific identification of shares sold, are included in the determination of
Net Income (Loss). Unrealized gains and losses are
included as components of Other Comprehensive Loss.
Fair Value of Financial Instruments
The carrying amounts reported in the consolidated balance sheets for cash and
cash equivalents, accounts payable and
accrued expenses approximate their fair value due to their short term
maturities. The amounts presented for the mortgage
payable and the subordinated convertible debenture also approximate fair value.
Property and Equipment
Fixed assets are recorded at cost and depreciated, using the straight-line
method over their estimated useful lives, which generally approximates 40
years for buildings. Leasehold improvements are amortized over the lesser of
their useful lives or the remaining lease terms.
1999
1998
Leasehold improvements
$2,052,925
$1,893,171
$2,052,925
$1,893,171
Less Accumulated Amortization
546,473
416,561
Property and Equipment, net
$1,506,452
$1,476,610
Long-Lived Assets
The Companys policy is to record long-lived assets at cost, amortizing these
costs over the expected useful lives of the
related assets. Long-lived assets are reviewed on a quarterly and annual basis
for impairment whenever events or
changes in circumstances indicate that the carrying amounts of the assets may
not be reasonable. Assets are evaluated for
continuing value and proper useful lives by comparison to expected future cash
flows. Impairments, if any, are
recognized in the consolidated statements of operations and comprehensive loss
in the period identified.
Stock Based Compensation
The Company continues to account for its stock based compensation of employees,
using the intrinsic value approach,
described in APB No. 25.The impact on net loss and loss per share if the fair
value method of accounting for stock based
compensation had been adopted would have been negligible. Additional pro forma
disclosures as required under Statement
of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, are presented within these
Notes to Consolidated Financial Statements.
Earnings (Loss) Per Common Share
Basic Loss per Common Share, as well as Diluted Loss Per Common Shares has been
computed based upon the weighted
average number of actually outstanding shares of the Companys common stock. A
reconciliation between the numerators
and denominators of the basic and dilutive EPS computations for net income
(loss) is as follows:
Year Ended April 30, 1999
Year ended April 30, 1998
Income
(Numerato
r)
Shares
(Denominat
or)
Per
Share
Amount
s
Income
(Numerato
r)
Shares
(Denominat
or)
Per
Share
Amounts
Income from continuing
operations
$44,793
$230,558
Income (loss) form
discontinued operations
net of income tax
benefit
54,436
(1,035,147
)
BASIC EPS
Net income form continuing
operations attributable
to common stock
44,793
4,462,682
$0.01
230,558
4,842,737
$0.05
Net income (loss) from
discontinuing
operations, net of
income tax attributable
to common stock
54,436
4,462,682
$0.01
(1,035,147
)
4,842,737
$(0.22)
EFFECT OF DILUTIVE
SECURITIES
Stock Options
200
DILUTIVE EPS
Net income from continuing
operations attributable
to common stock and
assumed option
exercises
$44,793
4,462,882
$0.01
$230,558
4,482,737
$0.05
Net income (loss) from
discontinuing
operations, net of
income tax attributable
to common stock and
assumed option
exercises
$54,436
4,462,882
$0.01
$(1,035,14
7)
4,482,737
$(0.22)
Options to purchase 591,442 shares of common stock out of the total number of
options outstanding as of April 30, 1999,
were not included in the computation of diluted EPS because of their
anti-dilutive effect.
Income Taxes
Income taxes have been provided using the liability method. Deferred tax
assets and liabilities are determined based on
differences between the financial reporting and tax basis of assets and
liabilities and are measured by applying estimated tax
rates and laws to taxable years in which such differences are expected to
reverse.
Recently Effective Accounting Standard Adopted
The Company began conforming to SFAS 130, Reporting Comprehensive Income for
its fiscal year ending April 30th,
1999. Prior year balances have been reclassified to conform with the current
years presentation.
Recently Issued Accounting Standards
In June 1998, the FASB issued SFAS No. 133 Accounting for Derivative
Instruments and Hedging Activities, which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded
in other contracts. As of April 30, 1999, this pronouncement would have no
effect on the accompanying financial
statements.
2. Discontinued Operations
In April, 1999, the Company entered into an agreement with Advance Medical
Sciences, Inc. (AMDS) for the sale of
materially all of the assets of its Deerskin operations, which at April 30,
1999 were categorized as a discontinued operation.
In May 1999, when the transaction closed, the Company received approximately
$500,000 in cash, a $3,400,000 convertible
debenture of the purchaser and was released from $2,000,000 payment of its
subordinated convertible debenture, resulting in
a gain before income taxes of approximately $2,400,000. The $3,400,000
convertible debenture the Company will receive,
bears interest at a rate of 8% per annum, on the last day of each July,
October, January and April until June 1, 2004, when
the convertible debenture is to be redeemed by AMDS. This debenture has a
convertible feature which allows for the
conversion into shares of AMDS common stock. The terms of the conversion are
such that the conversion price shall be
$5.50 per share (after giving effect to the 1 for 30 exchange), provided,
however, if on or before December 31, 1999 AMDS
shall repay Initio $400,000 plus interest accrued to the date of such payment,
thereby reducing the present indebtedness from
$3,400,000 to $3,000,000, then, in that event the initial conversion price
shall be increased from $5.50 to $6.00. The
operating results of the discontinued operation were:
Year Ended Year Ended
April 30, 1999April 30, 1998
Revenues$ 9,682,000$ 11,134,000
Net income ( loss )54,436( 1,035,147 )
Current assets2,787,2782,718,404
Total assets4,327,9504,314,273
Current liabilities351,106369,121
Net assets3,946,8443,945,152
3. Income Taxes
At April 30th, 1999, the Company had available, for federal income tax
purposes, approximately $4,900,000 of net operating
losses (NOLs) and other future tax benefits, which expire in 2004 and
thereafter. These benefits were not reflected in the
Companys consolidated financial statements as a result of the uncertainty of
future utilization. For the year ended April 30,
1999, the valuation allowance previously recorded against the deferred tax
asset generated from the Companys NOLs was
reduced by $782,000. Based upon the capital gain recognized in connection with
the transaction described in Note 2, it is
more likely than not that approximately $884,000 in deferred asset is
realizable.
4. Mortgage
In 1995, the Company borrowed $1,000,000, of which approximately $873,000 was
outstanding at April 30th, 1999. The loan
is secured by the Companys Carson City property, payable in monthly
installments, bears interest at the rate of 9 %,
subject to adjustment in the future, and is due in 2010. Principal payments
approximate $40,000 per annum with a balloon
payment in the final year.
5. Subordinated Convertible Debenture
In February 1998, the Company issued $3,000,0000 principal amount of a five
year, 8 %, debenture which is convertible, at
$ 3.00 per share, into the Companys common stock. In December 1998, the Company
issued a $500,000 principal amount
debenture, convertible at $ 1.54 into the Companys common stock. The
conversion feature of these debentures was greater
than the market value at issuance. The $3,000,000 and $500,000 debentures
mature on May 1, 2003 and December 23, 2003
respectively, with all unpaid principal and interest due. The Company has a
commitment from the same debt holder for an
additional $ 1,500,000 to be used for acquisitions. The conversion price of
future borrowings is contingent upon the future
market price of the Companys common stock. Two representatives of the debenture
holder have been elected to the
Companys Board of Directors. The costs of this debt issuance have been deferred
and are being amortized over the term of
the debenture, using the effective interest rate method. In connection with
the transaction described in Note 2, the Company
effectively repaid $2,000,000 of the $3,500,000 outstanding as of April 30,
1999.
6. Commitments
Letters of Credit
At April 30th, 1999, the Company had approximately $465,000 of letters of
credit outstanding in connection with the
discontinued operations. Pursuant to the transaction discussed in Note 2,
these letters of credit were transferred to AMDS at
closing.
7. Stockholders Equity
Stock Option Plans
The Company has two stock option plans, the 1991 Stock Option Plan ( 1991 Plan
) and the 1996 Stock Option Plan (
1996 Plan ). Under both Plans options to buy the Companys common stock have
been granted to key employees and / or
directors of the Company, for terms ranging from five to ten years and which
become exercisable at fixed times.
No further options will be granted pursuant to the 1991 plan.
Options which may result in the issuance of up to 500,000 shares of the
Companys common stock may be issued pursuant to
the 1996 Plan. Under the 1996 Plan the Company may award either Incentive
Stock Options or Non Qualified Stock
Options. The terms for either may not exceed ten years, while vesting is
either 20% annually or as the Companys Board of
Directors provides. Exercise prices approximate the market price for the
Companys stock, except that in the case of award
to holders of more than 10 % of the Companys stock the exercise is to be set by
the Companys Board of Directors. Arising
from the disposal of all of its catalog operations, the Company decided that
all employees of Deerskin Trading Post, Inc., a
wholly owned subsidiary of the Company who presently have stock options on
shares of Initio common stock, shall be fully
vested effective upon the closing of the transaction between Deerskin Trading
Post, Inc. and AMDS. All such persons shall
have one year from April 30, 1999 to exercise such options. Activity for the
Plans is as follows for the years ended:
Year Ended Year Ended
April 30th, 1999April 30th, 1998
SharesAverage Price SharesAverage Price
Outstanding at beginning of year646,942 $ 1.92 505,332$1.74
Granted1,0001.00525,000 1.95
Exercised ( 98,400 ) 1.00
Expired ( 56,500 )1.81 ( 34,990 )1.69
Cancelled ( 250,000 ) 2.00
Outstanding at end of year 591,4421.93646,942 1.92
Options Outstanding
At April 30th, 1999
Exercise Pricesharesexpires inexercisable
1.00 1,000 2003 200
1.7565,442200065,442
1.95525,0002003210,000
591,442275,642
As a result of the 1991 and 1996 Plans, had the Company adopted the full value
approach to accounting for employee stock
options, the Companys results of operations would have been for the years ended:
April 30, 1999
April 30, 1998
Net income (loss)
As reported
$99,229
( $ 804,589 )
Pro forma
( 131,771 )
( $ 828,564 )
Loss Per Share:
Basic:
As reported
$.02
( $ .17)
Pro forma
$(.03)
( $ .17)
Diluted
As reported
$.02
( $ .17)
Pro forma
$(.03)
( $ .17)
The foregoing disclosures has been computed using the Black Sholes option
pricing model with the following weighted
average assumptions:
1999 and 1998
Risk free Interest Rate
5.63%
Expected Lives
4 years
Expected Volatility
50%
Expected Dividend Yield
0%
8. Related Party Transactions
The Chairman and President of the Company have for both years presented waived
all but nominal current cash
compensation, though they continue to receive fringe benefits such as
participation in the Company health plans. In March,
1998, these individuals were granted options, pursuant to the Companys 1996
Plan, to purchase 250,000 shares, each, of the
Companys common stock at $ 1.95 per share, 110 % of the market price of the
Companys common stock at the time of
grant. At the same time options to purchase 125,000 shares, each, of the
Companys common stock at $ 2.00 per share,
previously granted to these officers of the Company, were cancelled.
9. Lease Agreements
In accordance with the executed Asset Purchase Agreement, AMDS entered into a
lease agreement with the Company for
the entire building and parking lot at 2500 Arrowhead Drive, Carson City,
Nevada. This lease agreement will terminate on
April 30, 2,000, for which AMDS will pay the Company an annual rent amounting
to $336,000.
In addition, the Company also has future minimum rental payments under an
operating lease that expires in 2037 which at
April 30, 1999 was approximately $25,900 (approximately $700 per annum).
10. Subsequent Events
In May 1999, the Company culminated the sale of its Peabody plant, which is
included in the net assets of discontinued
operations, for $ 525,000 in cash and notes, resulting in a net before income
taxes gain of $ 200,000.
Exhibit 27
This schedule contains summary information extracted from the Company's
accompanying audited financial statements and
is qualified in its entirety by reference to such financial statements.
Period12 months12 months
Fiscal Year EndApril 30, 1999April 30, 1998
Period EndApril 30, 1999April 30, 1998
Cash$ 1,182,993$ 2,249,992
Securities1,208,0611,073,308
Receivables-_
Allowances--
Inventory--
Current Assetsn/a n/a
Property, Plant and Equipment2,052,925 1,893,171
Accumulated Depreciation 546,473 416,561
Total Assets8,792,269 8,875,880
Current Liabilities n/a n/a
Bonds3,500,000 3,000,000
Preferred- -
Common50,654 52,719
Other Stockholders Equity4,327,064 4,887,592
Total Liabilities & Stockholders'8,792,269 8,875,880
Income 378,801 560,794
Cost of Goods Sold - -
Other Expenses 182,172 1,297,063
Interest Expense 92,400 68,320
Net Income (Loss) ( 99,229) (804,589)
Basic Earnings (Loss) Per Share(.02)(.18)
Diluted Earnings (Loss) Per Share(.02)(.18)
- - 24 -
