<PAGE> 1
SECURITIES AND EXCHANGE COMMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2000
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-18450
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COLOR IMAGING, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3453420
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4350 PEACHTREE BOULEVARD, SUITE 100
NORCROSS, GEORGIA 30071
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(Address of principal executive offices) (Zip code)
(770) 840-1090
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(Registrant's telephone number, including area code)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
As of June 30, 2000, there were 7,000,000 shares of our Common Stock
outstanding.
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COLOR IMAGING, INC.
QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
December 31, 1999 and June 30, 2000 (Unaudited).....................3
Consolidated Statements of Operations (Unaudited)
for the Three Months and Six Months ended June 30, 1999
and 2000............................................................4
Consolidated Statements of Cash Flows (Unaudited)
for the Six Months ended June 30, 1999
and 2000............................................................5
Notes to Consolidated Financial Statements..........................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............8
PART II: OTHER INFORMATION
Item 1. Legal Proceedings...................................................13
Item 2. Changes in Securities and Use of Proceeds...........................13
Item 3. Defaults Upon Senior Securities.....................................14
Item 4. Submission of Matters to a Vote of Security Holders.................14
Item 5. Other Information...................................................14
Item 6. Exhibits and Reports on Form 8-K....................................14
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PART I: FINANCIAL INFORMATION
ITEM 1 -FINANCIAL STATEMENTS
COLOR IMAGING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
30-Jun-00 31-Dec-99
(Unaudited) (Audited)
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<S> <C> <C>
CURRENT ASSETS
Cash $ 864,284 $ 1,096,512
Accounts receivable 3,419,176 1,404,160
Refundable income taxes 163,135 163,135
Other receivables 260,000 21,600
Inventory 5,948,311 3,890,352
Deferred taxes 277,416 236,415
Other current assets 126,719 122,643
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TOTAL CURRENT ASSETS 11,059,041 6,934,817
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FIXED ASSETS
Furniture & fixtures 267,768 271,730
R&D equipment 701,993 688,467
Machinery & equipment 8,298,716 7,661,487
Leasehold improvements 713,132 586,178
Depreciation (3,881,416) (3,768,533)
------------ ------------
TOTAL FIXED ASSETS, NET 6,100,193 5,439,329
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OTHER ASSETS
Patent/intellectual property 414,108 0
Rent deposit 89,271 3,124
Prepaid bond issuance 85,072 0
Life insurance-cash value 120,704 109,562
Deferred income tax 232,800 232,800
Advance to affiliate (loan) 952,528 952,528
Other assets 393,092 716,890
OTHER ASSETS 2,287,575 2,014,904
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$ 19,446,809 $ 14,389,050
============ ============
CURRENT LIABILITIES
Accounts payable 6,051,076 2,728,979
SouthTrust loans 2,043,135 829,607
Bond issue - current 90,000 90,000
Other current liabilities 677,757 422,542
Current taxes payable 144,126 0
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CURRENT LIABILITIES 9,006,094 4,071,128
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LONG TERM LIABILITIES
Notes payable 0 101,636
Southtrust combined loans 1,565,000 1,565,000
Bond issue-southtrust 4,010,000 4,010,000
Other long term liabilities 123,054 37,685
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LONG TERM LIABILITIES 5,698,054 5,714,321
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TOTAL LIABILITIES 14,704,148 9,785,449
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STOCKHOLDERS' EQUITY
Common stock, $.01 par value, authorized
20,000,000 shares; 7,000,000 and 5,403,250 shares
issued on June 30, 2000 and December 31, 1999,
respectively 70,000 54,032
Additional paid-in capital 12,076,943 12,032,179
Accumulated deficit (7,404,282) (7,482,610)
------------ ------------
4,742,661 4,603,601
$ 19,446,809 $ 14,389,050
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
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COLOR IMAGING, INC. AND SUBSIDIARIES
UNAUDITED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTH PERIODS ENDED SIX MONTH PERIODS ENDED
-------------------------- ------------------------
30-Jun-00 30-Jun-99 30-Jun-00 30-Jun-99
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
SALES $ 5,807,984 $ 2,591,291 $ 9,536,356 $ 5,286,980
C0ST OF SALES 5,037,681 1,810,471 7,886,751 3,547,313
----------- ----------- ----------- -----------
GROSS PROFIT 770,303 780,820 1,649,605 1,739,667
----------- ----------- ----------- -----------
OPERATING EXPENSES
Administrative 427,902 328,894 738,743 708,562
Research & development 184,299 315,730 353,920 568,483
Sales & marketing 191,827 250,657 410,551 517,835
----------- ----------- ----------- -----------
804,028 895,281 1,503,214 1,794,880
----------- ----------- ----------- -----------
OPERATING PROFIT (LOSS) (33,725) (114,461) 146,391 (55,213)
----------- ----------- ----------- -----------
OTHER INCOME
Miscellaneous 14,179 14,895 226,814 18,805
Disposal of assets 227,481 0 227,481 0
Interest income 36,680 2,099 38,803 3,673
Rent income 3,379 0 6,758 0
----------- ----------- ----------- -----------
281,719 16,994 499,856 22,478
----------- ----------- ----------- -----------
OTHER EXPENSE
Bond issue 31,145 0 47,890 0
Interest 109,732 3,342 209,387 5,849
Moving 24,230 0 232,642 0
----------- ----------- ----------- -----------
165,107 3,342 489,919 5,849
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE TAXES 82,887 (100,809) 156,328 (38,584)
PROVISION (BENEFIT) FOR TAXES 53,000 (40,200) 78,000 (18,600)
----------- ----------- ----------- -----------
NET PROFIT/(LOSS) $ 29,887 $ (60,609) $ 78,328 $ (19,984)
=========== =========== =========== ===========
INCOME (LOSS) PER COMMON SHARE
Basic $ -- $ (.01) $ .01 $ --
Diluted $ -- $ (.01) $ .01 $ --
</TABLE>
See Notes to Consolidated Financial Statements
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COLOR IMAGING, INC. AND SUBSIDIARIES
UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
30-Jun-00 30-Jun-99
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 78,328 $ (19,984)
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating activities:
Depreciation and amortization 470,046 371,023
Decrease (increase) in:
Accounts and other receivables (2,109,890) (4,020)
Inventories (2,057,959) 22,053
Prepaid expenses 7,541 (78,530)
Deferred income taxes (41,001) (89,600)
Cash surrender value of life insurance (11,142) 0
Deposits (65,910) 86,904
Increase (decrease) in: 0 0
Accounts payable and accrued liabilities 3,411,122 (98,330)
Cash overdraft 0 1,149,951
Income taxes payable 135,156 (85,148)
----------- -----------
Net cash by (used in) operating
activities (183,707) 1,254,319
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Cash flows from investing activities:
Capital expenditures (1,261,478) (872,567)
Patents and intellectual properties (414,108) 0
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Net cash provided by (used in)
investing activities (1,675,586) (872,567)
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Cash flows from financing activities:
Net borrowings (payments) under line of credit 1,482,000 (275,058)
Proceeds from issuance of bonds (106,472) 0
Proceeds from sale of stock 253,600 589,680
Advances from related parties, net 0 370,077
Principal payments of long-term debt (2,063) (9,690)
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Net cash provided by (used in)
financing activities 1,627,065 675,009
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Net increase (decrease) in cash (232,228) 1,056,761
Cash at beginning of year 1,096,512 14,918
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Cash at end of period $ 864,284 $ 1,071,679
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
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COLOR IMAGING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals and adjustments) considered necessary for a fair presentation
have been included. Operating results for the three and six months ended June
30, 2000 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2000.
NOTE 2. COMMON STOCK
On May 16, 2000, Color Imaging, Inc., formerly known as Advatex Associates, Inc.
(The "Registrant"), Logical Acquisition Corp. ("LAC"), Color Acquisition Corp.
("CAC"), Logical Imaging Solutions, Inc. ("Imaging") and Color Image, Inc.
("Color") entered into a Merger Agreement and Plan of Reorganization, as amended
("Merger Agreement'), pursuant to which LAC merged with and into Imaging and CAC
merged with and into Color (the "Merger"). Pursuant to the Merger Agreement,
shareholders of Imaging and Color exchanged their shares for shares of common
stock of the Registrant. A reverse stock split of one share of common stock for
6.0779 shares of common stock was simultaneously approved for the then existing
Advatex shares. Subsequently, the equity interests in Imaging have been
converted by virtue of the Logical Merger into approximately 3,000,000 newly
issued shares of the Color Imaging common stock, on the basis of 1.84843 Color
Imaging Common Shares for each one share of common stock of Imaging. The equity
interests in Color have been converted by virtue of the Color Merger into
approximately 3,000,000 newly issued shares of the Color Imaging common stock on
the basis of 15 Color Imaging common shares for each one share of common stock
of Color. Following the conversion of shares by Color and Imaging shareholders,
shareholders of Color and Imaging owned approximately 85 percent of the
outstanding shares of common stock of the Registrant and shareholders of Advatex
before the Merger owned approximately 15 percent. At June 30, 2000, there were
7,000,000 shares of the common stock of the Registrant issued and outstanding.
The Merger is being accounted for as a reverse acquisition in a manner similar
to a pooling of interest.
On July 7, 2000, by a vote of the majority of shareholders, Advatex Associates,
Inc. ("Advatex"), changed its name to Color Imaging, Inc. ("Color Imaging") and
approved the reverse stock split.
NOTE 3. STOCK OPTIONS
Prior to the Merger, the Company granted options to acquire 500,000 shares of
the common stock of the Registrant to senior members of the Company's
management. The option price is $2.00 per share. The options will vest over a
two to four year period.
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NOTE 4. WARRANTS TO PURCHASE COMMON STOCK
As part of the Merger, the Company granted warrants (the "New Warrant") to
purchase up to 200,000 shares of the common stock of the Registrant to
professional advisors to the Merger. The New Warrant entitles the warrant holder
to purchase, at any time and for a five-year period, a share of common stock of
the Registrant for $2.00 per share. In addition, current shareholders own
272,000 similar warrants (the "Old Warrant"). The Old Warrant entitles the
warrant holder to purchase, at any time until September 30, 2001, a share of
common stock of the Registrant for $2.70 per share.
NOTE 5. EARNINGS PER SHARE
Basic and diluted earnings per share have been computed in accordance with the
adoption of SFAS No. 128.
NOTE 6. INVENTORIES
Inventories consisted of the following components as of June 30, 2000 and
December 31, 1999:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
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<S> <C> <C>
Raw materials ........ $ 673,459 $ 457,059
Work-in-process ...... 889,786 1,646,974
Finished goods ....... 4,593,414 1,994,667
Obsolescence allowance (208,348) (208,348)
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Total .................... $ 5,948,311 $ 3,890,352
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</TABLE>
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our
Consolidated Financial Statements and related Notes included in this report.
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform act of 1995. The statements contained in
this report that are not historical in nature, particularly those that utilize
terminology such as "may," "will," "should," "expects," "committed,"
"anticipates," "estimates," "believes," "significantly," or "plans," or
comparable terminology, are forward-looking statements based on current
expectations and assumptions.
Various risks and uncertainties could cause actual results to differ materially
from those expressed in such forward-looking statements. These risks and
uncertainties include those related to the failure to complete the successful
development and marketing of digital high-speed color printing systems, related
software and consumable products; the inability to fully utilize the Company's
new facilities and capital invested in manufacturing and development machinery
and equipment; the impact of competition from other companies and technologies;
the continued development and growth of digital printing in Print-on-Demand
("POD") applications, the continued demand and growth for printed color
documents incorporating variable text and images; the ability to develop or
respond to new technologies and to maintain strategic relationships; and other
factors set forth in documents filed with the Securities and Exchange
Commission.
BACKGROUND
The Company, Advatex Associates, Inc. ("Advatex"), was originally incorporated
in Delaware in 1987, and prior to the Merger was a fully reporting public
company, although inactive since 1993. As described herein and pursuant to the
Merger Agreement, Color Image, Inc. ("Color") and Logical Imaging Solutions,
Inc. ("Imaging") became wholly-owned subsidiaries of the Registrant. On July 7,
2000, the Registrant, pursuant to a vote of the stockholders, changed its name
to Color Imaging, Inc. ("Color Imaging"). The Registrant is committed to the
continuation, as wholly-owned subsidiaries, of the historical businesses of both
Color and Imaging.
COLOR
Color Image, Inc, ("Color"), a Georgia corporation formed in 1987, develops and
manufactures products used in electronic printing, and specializes as a provider
of toners and consumable products for data processing printers. Color designs,
manufactures and delivers specialty toners, including color and MICR (magnetic
ink characters used on checks and other financial documents), toner cartridges,
cartridge components, photoreceptors and imaging drums.
Color is continually expanding its development and manufacturing capabilities.
This program has led to the development of more than 130 different toner
formulations, including toners and imaging products for printers manufactured by
Brother, Canon, Delphax, HP, IBM, Lexmark, Oce', Sharp, Xerox and others.
Product enhancements include imaging supplies that enable standard laser
printers to print MICR lines, graphics, bar codes and forms. Production, product
development and support are conducted at a new state-of-the-art, 150,000 square
foot facility located in Norcross, Georgia.
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Color and Imaging have cooperated, for over two years, on the development of OEM
compatible toners for other printers and toners meeting the specifications for
Imaging's printers. Color collaborated with Imaging to develop TONER150(TM)
which competes with an OEM toner marketed by Delphax, a Xerox company. Color has
also developed specialty MICR and color toners specifically for Imaging's
printing systems.
IMAGING
Logical Imaging Solutions, Inc., ("Imaging") development efforts, since its
founding in California in 1993, have focused on creating a revolutionary digital
variable data printing process, and provides digital high-speed, color printing
systems for commercial applications. Imaging designs, manufactures and delivers
complete printing systems, including software, control units and print engines
to its customers. Currently, Imaging operates in the multi-billion dollar
off-set press equipment market. Imaging intends to expand by offering digital
color printing solutions in two other multi-billion dollar markets: the data
processing and print on-demand markets.
Imaging's product line currently includes TONER150(TM), COLORPRESS(TM), CTS,
COLORTONER150(TM), and DIGITALCOLORPRESS(TM) which address the needs of
commercial printers that require digital processing and printing of variable
data at extremely high speeds. Imaging currently incorporates a Electron Beam
Imaging ("EBI") printing technology invented over 20-years ago and has
significantly advanced that technology. Imaging intends to expand its product
line by offering these improved EBI printers, capable of printing variable data
in color at speeds exceeding 250 pages-per-minute, as alternative products for
all off-set and data processing high-speed printing applications. Other products
income the required consumables; black text, MICR and color toners, EBI print
cartridges, erase rods and toner fusing assemblies for web presses. Imaging's
digital printing solution, called the DIGITALCOLORPRESS(TM), includes a suite of
software products, CREATE!(TM), for document design, management and production;
a printer control unit for the control of multiple printers; and the fastest
commercial printing technology available. The system was developed as a
high-speed alternative to data processing and offset printing processes.
Imaging expects to sell its products to production printing sites nationwide and
as upgrading alternatives to current users of EBI technology. Imaging intends to
grow by expanding and refining its product offerings in the web press market and
by entering the data processing and print-on-demand printing equipment and
systems markets.
OVERVIEW
Net sales, for the three and six month periods that ended on June 30, 2000, were
primarily generated from the sale of Color's black text, color and MICR toners
and related consumable products, including toner cartridges and the re-filling
of certain toner cartridges. Revenue is recognized from the sale of products
when the goods are shipped to the customer. In the three and six month periods
ended June 30, 2000, a reseller of imaging supplies accounted for 62% and 50%,
respectively, of net sales. The Company believes that this revenue stream will
have significant growth in the coming year. However, the Company does not have a
written or oral contract with this customer. All sales are made through purchase
orders.
Imaging's sales for printing systems and related software and consumable
products, for the three and six month periods that ended on June 30, 2000,
represented only 3 percent and 5 percent of the Company's net revenue.
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Cost of goods sold includes direct material and labor, warranty expenses,
license fees and manufacturing and service overhead. Inventories are stated at
the lower of cost (first-in, first-out) or market. Equipment is depreciated
using the straight-line method over the estimated useful life of the equipment.
Improvements to leased property are amortized over the lesser of the life of the
lease or the life of the improvements.
Selling, general and administrative expenses include marketing and customer
support staffs, other marketing expenses, management and administrative
personnel costs, professional services, legal and accounting fees and
administrative operating costs. Selling, general and administrative costs are
expensed when the costs are incurred.
Research and development expenses include costs associated with the development
of new products and significant enhancements of existing products, and consist
primarily of employee salaries, benefits, consulting expenses and depreciation
of laboratory equipment. With the exception of certain patented products that
are coming to market, all research and development costs are expensed as they
are incurred.
RECENT DEVELOPMENTS
On June 28, 2000, the Company entered into employment agreements with its Chief
Executive Officer, Michael Brennan, President, Dr. Sueling Wang, and Executive
Vice President and Chief Financial Officer, Morris Van Asperen. All three of the
employment agreements have a 5 year term. The Company is obligated to pay Mr.
Brennan an annual salary of $150,000 with a guaranteed increase of 5% per annum
over the term of the agreement. The Company is obligated to pay Dr. Wang an
annual salary of $150,000 with a guaranteed increase of 5% per annum over the
term of the agreement. The Company is obligated to pay Mr. Van Asperen an annual
salary of $144,000 with a guaranteed increase of 5% per annum over the term of
the agreement. Each employee may terminate the agreement with the Company upon 6
months notice to the Company. The Company may terminate each employee upon 6
months notice; provided, however, that the Company is obligated to pay to the
employee his annual base salary and bonus for a period of 12 months after the
date of such notice.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain information
derived from the Company's consolidated statements of operations and expressed
as a percentage of net sales:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
(Percentage of Net Sales)
<S> <C> <C> <C> <C>
Net sales ................................... 100 100 100 100
Cost of goods sold .......................... 87 70 83 67
Gross Profit ................................ 13 30 17 33
Administrative expenses...................... 7 13 8 13
Research and development..................... 3 10 4 11
Sales & Marketing............................ 3 10 4 10
Operating income............................. -1 -4 2 -1
Interest expense............................. 2 - 2 -
Depreciation & Amortization.................. 5 9 5 7
Income before income taxes................... 1 -4 2 -1
Provision for income taxes (credit) ......... 1 -2 1 1
Net income (Loss) ........................... 1 -2 1 -
</TABLE>
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THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
NET SALES. COLOR IMAGING'S net sales were $5.8 million for the three months
ended June 30, 2000, or an increase of 124% compared to $2.6 million for the
three month period ended June 30, 1999, with $5.6 million of net sales
attributable to imaging products manufactured by Color, inclusive of $3.6
million of a new product sold to Color's largest customer. This increase was
offset by an approximate $400,000 decrease in sales of the Company's basic
imaging products which consist of black text, MICR and color toners. The Company
believes that sales of standard products will increase in future periods as the
Company is currently finishing a move into a new, purpose-built, manufacturing
facility that should increase manufacturing efficiencies and competitiveness.
However, no assurance can be given that revenues will increase or even stay
constant in those future periods.
Sales of $165,000 were attributable to Imaging's high speed printing systems,
software and related consumable products.
COST OF GOODS SOLD. Cost of goods sold increased by $3.2 million or 94% to $5
million in the three months ended June 30, 2000 from $1.8 million in the three
months ended June 30, 1999. This increase was primarily due to increased net
sales. Cost of goods sold as a percentage of net sales increased to 87% in the
second quarter of 2000 from 70% in the second quarter of 1999. This increase was
due to the sale of $3.6 million of imaging products to a new customer at a
reduced profit margin.
GROSS PROFIT. As a result of the above factors, gross profit actually decreased
slightly to $770,000 in the three months ended June 30, 2000 from $780,000 in
the three months ended June 30, 1999. Gross profit as a percentage of net sales
decreased to 13% in the second quarter of 2000 from 30% in the second quarter of
1999. This decrease was also due to the sale of a significant amount of new
product to a new customer at a reduced profit margin, and the inefficiencies
associated with the relocation to the new manufacturing facility.
GENERAL AND ADMINISTRATIVE, SELLING, AND R&D EXPENSES. General and
administrative, selling and R&D expenses decreased $91,000 or 9% to $804,000 in
the three months ended June 30, 2000 from $895,000 in the three months ended
June 30, 1999. General and administrative, selling and R&D expenses decreased,
as a percentage of net sales, to 13% in the second quarter of 2000 from 35% in
the second quarter of 1999. R&D expenses decreased by $131,000 or 41% to
$184,000 in the three months ended June 30, 2000 from $316,000 in the three
months ended June 30, 1999. However, during the period ended June 30, 2000, the
Company invested an additional $202,000 in toner development, related to
patented (U.S. Patent 5,834,150) toners for Imaging's digital high speed
printing system. Total R&D expense inclusive of investments in patented
technology increased to $386,000 in the period ended June 30, 2000, compared to
$316,000 in the period ended June 30, 1999. Research and development expenses as
a percentage of net sales decreased to 3% in the second quarter of 2000, from
12% in the second quarter of 1999, reflecting the significantly higher sales
level.
OPERATING INCOME. As a result of the above factors the operating loss decreased
by $81,000, to a loss of $34,000 in the three months ended June 30, 2000 from a
loss of $114,000 in the three months ended June 30, 1999.
INTEREST EXPENSE. Interest expense increased $138,000 in the three months ended
June 30, 2000 from $3,000 in the three months ended June 30, 1999. This increase
was due to increased borrowings under the Company's line of credit, term debt
and the interest paid on the industrial development bond.
OTHER INCOME. Other income increased by $265,000 to $282,000 in the three months
ended June 30, 2000 from $17,000 in the three months ended June 30, 1999. The
primary component of other income was the sales of toner production equipment to
a licensee of the Company.
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INCOME TAXES. Income taxes increased to $53,000 in the three months ended June
30, 2000 from a tax credit of $40,000 for the comparable period in 1999. This
increase resulted from the Company's profitability.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999.
NET SALES. COLOR IMAGING'S net sales were $9.5 million for the six months ended
June 30, 2000, or an increase of 80% compared to $5.3 million for the six month
period ended June 30, 1999, with $9.1 million of net sales attributable to
imaging products manufactured by Color, inclusive of $4.8 million, or 50% of net
sales, sold to the Company's largest customer. This increase was offset by an
approximate $500,000 decrease in sales of the Company's basic imaging products
consisting of black text, MICR and color toners. Sales of $440,000, or 5% of net
sales, were attributable to Imaging's high speed printing systems, software and
related consumable products.
COST OF GOODS SOLD. Cost of goods sold increased by $4.3 million or 122% to $7.9
million in the six months ended June 30, 2000 from $3.5 million in the six
months ended June 30, 1999. This increase was primarily due to increased net
sales. Cost of goods sold as a percentage of net sales increased to 83% in the
six months ended June 30, 2000 from 67% in the first six month period of 1999.
This increase in cost of sales is attributable to the $4.8 million of new
business at a reduced profit margin.
GROSS PROFIT. As a result of the above factors, gross profit decreased by
$90,000 to $1,650,000 in the six months ended June 30, 2000 from $1,740,000 in
the six months ended June 30, 1999. However, gross profit as a percentage of net
sales decreased to 17% for the first six months of 2000, from 33% for the
similar period in 1999. This decrease in gross margin is primarily due to the
sale of a significant amount of product to a new customer at a reduced profit
margin, and the inefficiencies associated with the plant relocation.
GENERAL AND ADMINISTRATIVE, SELLING, AND R&D EXPENSES. General and
administrative, selling and R&D expenses decreased $291,000 or 16% to $1.5
million in the six months ended June 30, 2000 from $1.8 million in the six
months ended June 30, 1999. General and administrative, selling and R&D expenses
decreased, as a percentage of net sales, to 16% in the first six months of 2000
from 34% in the similar six month period of 1999. R&D expenses decreased by
$214,000 or 37% to $354,000 in the six months ended June 30, 2000 from $568,000
in the six months ended June 30, 1999. However, during the six month period
ended June 30, 2000, the Company invested an additional $414,000 in toner
development, related to patented (U.S. Patent 5,834,150) toners for Imaging's
digital high speed printing system. Total R&D expense inclusive of investments
in patented technology totaled $768,000 in the period ended June 30, 2000,
compared to $568,000 in the period ended June 30, 1999, or an absolute increase
of 35%.
OPERATING INCOME. As a result of the above factors, operating income increased
by $201,000, to a profit of $146,000 for the six months ended June 30, 2000,
compared with a loss of $55,000 in the six months ended June 30, 1999.
INTEREST EXPENSE. Interest expense increased by $203,000 to $209,000 in the six
months ended June 30, 2000 from $6,000 in the six months ended June 30, 1999.
This increase was due to increased borrowings under the Company's line of credit
and term debt, and interest payments on the industrial development bond.
OTHER INCOME. Other income increased by $478,000 to $500,000 in the six months
ended June 30, 2000 from $22,000 in the comparable six months ended June 30,
1999. The primary component of other income was the sales of toner production
equipment and a toner technology license from an unaffiliated company.
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INCOME TAXES. Income taxes increased to $78,000 for the six months ended June
30, 2000 from a tax credit of $19,000 for the comparable period in 1999. This
increase resulted from the Company's profitability.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities were $184,000 in the six months ended
June 30, 2000 compared to $1.3 million provided by operating activities in the
six months ended June 30, 1999. The cash flows used in operating activities in
the six months ended June 30, 2000 were comparatively greater than in the six
months ended June 30, 1999 due primarily to increases in accounts receivable and
inventories, costs associated with moving into the new manufacturing facilities
and increased interest costs associated with the acquisition of the new facility
and capital equipment. The receivable increase resulted primarily from higher
sales in 2000. The increase in inventories resulted primarily from increased
purchasing levels to meet anticipated sales. Cash flows used in investing
activities were $1.7 million in the six months ended June 30, 2000 compared to
$873,000 in the six months ended June 30, 1999. Included in cash flows used in
investing activities in the six months ended June 30, 2000 was $414,000 invested
in furthering the Company's patented toner technologies of the Imaging digital
color printing systems. The Company, for the balance of the fiscal year ending
December 31, 2000, plans to spend approximately $400,000 on additional purchases
of equipment.
The Company has a $1,500,000 revolving line of credit with an outstanding
balance as of June 30, 2000 of $1,440,000, and bears interest at the Bank's
prime interest rate less .25 percent. The revolving line of credit has a
November 15, 2000 expiration date. Under the line of credit, the Company is
permitted to borrow 85% of eligible accounts receivable and 50% of eligible
inventories (up to a maximum of $1.1 million). The Bank has made available an
additional line of credit of $500,000. The outstanding balance as of June
30,2000 was $500,000. The additional line of credit has an expiration date of
November 15, 2000 and bears an interest rate of the Bank's Prime plus .5
percent. The Company has granted the Bank a security interest in all of the
Company's assets as security for the payment of the lines of credit.
The Company believes that cash generated by operating activities, the net
proceeds of $950,000 from the recent Merger and funds available under our credit
facilities will be sufficient to finance our operating activities for at least
the next 12 months. To the extent that the funds generated from these sources
are insufficient to finance our operating activities, we would need to raise
additional funds through public or private financing. We cannot assure you that
additional financing will be available on terms favorable to us, or at all.
PART II: OTHER INFORMATION
ITEM 1 -LEGAL PROCEEDINGS
Not applicable.
ITEM 2 -CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 30, 2000, the Company issued a total of 6,000,000 shares of its common
stock in connection with a reverse triangular merger between Logical Acquisition
Corp., Logical Imaging Solutions, Inc. ("Imaging"), Color Acquisition Corp. and
Color Image, Inc ("Color") to shareholders of Logical and Color. Each share of
Imaging was exchanged and converted into 1.84843 shares of common stock of the
Company. Each share of Color was converted and exchanged into 15 shares of
common stock of the Company. The issuance of the shares to shareholders of
Imaging and Color
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was exempt from the registration provisions of the Securities Act of 1933, as
amended (the "Act") by virtue of Section 4(2) of the Act.
On June 28, 2000, the Company granted options to purchase a total of 500,000
shares of common stock of the Company to certain officers, directors and key
employees at an exercise price of $2.00 per share. The options are exercisable
as follows: 50% upon the date of grant and in annual increments ranging from 2
to 4 years from the grant date. The grant of options to such officers, directors
and employees was exempt from the registration provisions of the Act pursuant to
Section 4(2) thereof.
ITEM 3 -DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 -SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 7, 2000, the Company held a special meeting of its stockholders to
consider a proposal to amend the certificate of incorporation whereby the name
of the Company would be changed to Color Imaging, Inc., and whereby each issued
and outstanding share of common stock would be converted into .164534 shares of
common stock. The number of votes cast for the amendment was 3,567,115. The
number of votes against the amendment was 3,080. There were 0 abstentions and 0
broker non-votes.
ITEM 5 -OTHER INFORMATION
None.
ITEM 6 -EXHIBITS AND REPORTS ON FORM 8-K
(a) FINANCIAL REPORTS
2.1 Merger Agreement and Plan of Reorganization dated May 16, 2000, by and
between Advatex Associates, Inc., Logical Acquisition Corp., Color Acquisition
Corp., Logical Imaging Solutions, Inc., and Color Image, Inc. previously filed
as an exhibit in the Company's Form 8-K dated July 17, 2000.
2.2 Amendment No. 1 to the Merger Agreement and Plan of Reorganization dated
June 15, 2000 previously filed as an exhibit in the Company's Form 8-K dated
July 17, 2000.
2.3 Amendment No. 2 to the Merger Agreement and Plan of Reorganization dated
June 26, 2000 previously filed as an exhibit in the Company's Form 8-K dated
July 17, 2000.
11 Computation of Earnings Per Common Share
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company filed a report on Form 8-K on July 17, 2000 in connection with
the Merger.
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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.
COLOR IMAGING, INC.
/s/ MICHAEL W. BRENNAN
------------------------------------
August 14, 2000 Michael W. Brennan
Chairman and Chief Executive Officer
/s/ MORRIS E. VAN ASPEREN
-----------------------------------
Morris E. Van Asperen
Executive Vice President and
Chief Financial Officer
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