U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
FOR THE QUARTERLY PERIOD ENDED MAY 31, 1996.
[ ] Transition report under Section 13 or 15(d) of the Exchange Act.
For the transition period from _______________ to _______________
Commission file number 0-23902
IPI, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
MINNESOTA 41-1449312
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
15155 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
(Address of Principal Executive Offices)
(612) 975-6200
(Issuer's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 July 10, 1996, there were 4,734,087 Common Shares outstanding.
IPI, INC.
Table of Contents
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations for the
Three Months and Six Months Ended May 31, 1996 and
1995. 3
Condensed Consolidated Balance Sheets as of May 31,
1996 and November 30, 1995. 4
Condensed Consolidated Statements of Cash Flows for the
Six Months ended May 31, 1996 and 1995. 5
Notes to Condensed Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 7-8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports of Form 8-K 9
Signatures 10
PART I. FINANCIAL INFORMATION
ITEM 1.
IPI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
May 31, May 31,
-------------------------- --------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Royalty fees $ 1,097,000 $ 959,000 $ 2,005,000 $ 1,811,000
Printing equipment, supplies and services 1,309,000 1,249,000 2,549,000 2,578,000
Finance and other income 394,000 281,000 524,000 421,000
----------- ----------- ----------- -----------
Total Revenues 2,800,000 2,489,000 5,078,000 4,810,000
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Cost of sales 1,074,000 1,024,000 2,115,000 2,151,000
Selling, general and administrative expenses 971,000 800,000 1,702,000 1,495,000
Amortization of goodwill 57,000 34,000 115,000 68,000
----------- ----------- ----------- -----------
Total costs and expenses 2,102,000 1,858,000 3,932,000 3,714,000
----------- ----------- ----------- -----------
Income before provision for income taxes 698,000 631,000 1,146,000 1,096,000
PROVISION FOR INCOME TAXES (258,000) (250,000) (424,000) (433,000)
----------- ----------- ----------- -----------
NET INCOME $ 440,000 $ 381,000 $ 722,000 $ 663,000
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE $ 0.09 $ 0.08 $ 0.15 $ 0.14
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON SHARE
EQUIVALENTS OUTSTANDING
4,734,000 4,634,000 4,734,000 4,634,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
IPI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
May 31,1996 November 30,
(Unaudited) 1995
------------ ------------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 807,000 $ 575,000
Short-term investments 2,573,000 2,648,000
Trade accounts receivable 1,560,000 1,485,000
Current maturities of notes receivables, net of allowance
for doubtful accounts of $202,000 and $202,000 238,000 238,000
Inventories 404,000 266,000
Prepaid expenses and other 143,000 343,000
Deferred income taxes 531,000 531,000
------------ ------------
Total current assets 6,256,000 6,086,000
------------ ------------
PROPERTY AND EQUIPMENT:
Property and equipment 880,000 779,000
Less - Accumulated depreciation (517,000) (544,000)
------------ ------------
Property and equipment, net 363,000 235,000
NOTES RECEIVABLE, net of current maturities and allowance
for doubtful accounts of $496,000 and $535,000 3,118,000 2,751,000
GOODWILL AND OTHER INTANGIBLES, net of accumulated
amortization of $818,000 and $702,000 3,734,000 3,850,000
------------ ------------
$ 13,471,000 $ 12,922,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 509,000 $ 448,000
Accrued compensation 162,000 411,000
Accrued financing liabilities 175,000 175,000
Deferred revenues 140,000 157,000
Other accrued liabilities 515,000 484,000
------------ ------------
Total current liabilities 1,501,000 1,675,000
------------ ------------
SHAREHOLDERS' EQUITY:
Common Stock, $.01 par value, 15,000,000 shares authorized:
4,734,087 shares issued and outstanding 47,000 47,000
Additional paid-in capital 15,584,000 15,584,000
Accumulated deficit (3,661,000) (4,384,000)
------------ ------------
Total shareholders' equity 11,970,000 11,247,000
------------ ------------
$ 13,471,000 $ 12,922,000
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated balance sheets.
IPI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
May 31,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 722,000 $ 663,000
Adjustments to reconcile net income to net cash provided by
operating activities -
Depreciation and amortization 161,000 108,000
Net change in other operating items:
Trade accounts receivable (75,000) (140,000)
Inventories (138,000) (141,000)
Prepaid expenses and other 76,000 7,000
Accounts payable, accrued liabilities and other (174,000) (135,000)
----------- -----------
Net cash provided by operating activities 572,000 362,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Short-term investments, net 75,000 1,600,000
Purchase of property and equipment, net (172,000) (47,000)
Investments in partnerships -- (17,000)
Change in notes receivable, net (243,000) (385,000)
----------- -----------
Net cash provided by investing activities (340,000) 1,151,000
----------- -----------
Increase (decrease) in cash and cash equivalents 232,000 1,513,000
CASH AND CASH EQUIVALENTS, beginning of year 575,000 482,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 807,000 $ 1,995,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 282,000 $ 275,000
=========== ===========
Sale of partnership interests for note receivable $ 124,000 $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
IPI, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying interim condensed consolidated financial statements of
IPI, Inc. ("IPI" or the "Company") and its wholly owned subsidiaries,
Insty-Prints, Inc. ("Insty-Prints") and Digital Output Center ("DOCs"), are
unaudited; however, in the opinion of management, all adjustments necessary
for a fair presentation of such financial statements have been reflected in
the interim periods presented. Such adjustments consisted only of normal
recurring items and all intercompany transactions have been eliminated in
consolidation. The significant accounting policies, certain financial
information and footnote disclosures which are normally included in
financial statements prepared in accordance with generally accepted
accounting principles, but which are not required for interim reporting
purposes, have been condensed or omitted. The operating results for the
interim periods presented are not necessarily indications of the operating
results to be expected for the full fiscal year. The accompanying financial
statements of the Company should be read in conjunction with the Company's
audited financial statements for the years ended November 30, 1995 and 1994
and the notes thereto, included in the Company's Form 10-KSB.
2. ACQUISITION OF COPY BOY
In June 1995, Insty-Prints acquired the franchise contracts and IPI
acquired certain notes receivable of Copy Boy Corporation ("Copy Boy"), a
franchisor of 21 fast turnaround business printing locations in the Phoenix
and Tucson markets, pursuant to an Asset Purchase Agreement. All 21 Copy
Boy stores were converted to new 20 year Insty-Prints, Inc. franchise
agreements. A Form 8-K was filed on June 16, 1995 pursuant to the Copy Boy
acquisition.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
As of May 31, 1996, the Company, through its wholly-owned subsidiary
Insty-Prints, had 307 franchise locations and one Company-owned store. Included
in the franchise locations are 19 former Printhouse Express, Inc. (Printhouse)
stores which were acquired in March 1994, and 21 former Copy Boy stores acquired
in June 1995, all of which were subsequently converted to Insty-Prints stores.
RESULTS OF OPERATIONS
The following table sets forth certain statement of operations data as a
percentage of sales for the periods indicated:
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
May 31, May 31,
-------------- --------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenues:
Royalty fees 39.2% 38.5% 39.5% 37.6%
Printing equipment, supplies and services 46.7 50.2 50.2 53.6
Finance and other income 14.1 11.3 10.3 8.8
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
----- ----- ----- -----
Costs and expenses:
Costs of sales 38.4 41.1 41.6 44.7
Selling, general and administrative expenses 34.7 32.1 33.5 31.1
Amortization of goodwill 2.0 1.4 2.3 1.4
----- ----- ----- -----
Total costs and expenses 75.1 74.6 77.4 77.2
----- ----- ----- -----
Income before provision for income taxes 24.9 25.4 22.6 22.8
Provision for income taxes 9.2 10.1 8.4 9.0
----- ----- ----- -----
Net income 15.7% 15.3% 14.2% 13.8%
===== ===== ===== =====
</TABLE>
FOR THE QUARTERS AND SIX MONTHS ENDED MAY 31, 1996 AND 1995
Revenues. Total revenues for the three months ended May 31, 1996,
consisting of royalties, sales of printing equipment, supplies and services,
franchise fees and finance and other income, totaled $2,800,000, an increase of
$311,000 or 12.5% over the three months ended May 31, 1995. Total revenues for
the six months ended May 31, 1996, of $5,078,000 were up 5.6% or $268,000 over
the six months ended May 31, 1995.
Royalty revenue increased to $1,097,000 in the second quarter of 1996 from
$959,000 in 1995, an increase of 14.4%. For the six months ended May 31, 1996,
royalty revenue was $2,005,000, an increase of 10.7% or $194,000 over the same
period a year ago. Royalties increased primarily as a result of the increased
number of franchise locations with the acquisition of 21 former Copy Boy
locations. As of May 31, 1996, there were 308 franchise and company owned
locations compared to 293 at May 31, 1995.
Sales of printing equipment, supplies and services for the second quarter
of 1996 increased to $1,309,000 from $1,249,000 for 1995, an increase of 4.8%.
For the six months ended May 31, 1996, sales of products were $2,549,000 or 1.1%
below the sales of $2,578,000 for the same period a year ago. The slight
decrease in 1996 was primarily the result of decreased sales of printing related
equipment, which was offset by an increase in the sale of electronic publishing
equipment, both reflecting store owner needs.
Finance and other income was $394,000 for the quarter ended May 31, 1996,
which is a $113,000 or 40.2% increase from the same quarter a year ago. For the
six months ended May 31, 1996, finance and other income was $524,000 or 24.5%
greater than the $421,000 for the same period a year ago. For the six month
period of 1996, the increased revenues were primarily as a result of increased
franchise fee income, which was $82,000 higher than in the 1995 period. Overall,
franchise fee revenues are not significant in 1996 or 1995 due to the Company's
emphasis during such periods on increasing existing franchise location sales and
growth through acquisitions.
Cost of Sales. Cost of sales increased to $1,074,000 for the second quarter
of 1996 from $1,024,000 for 1995, an increase of 4.9% for the quarter. The
increase in the second quarter is the result of a related increase in sales of
printing equipment, supplies and services. Six month cost of sales amounts
totaled $2,115,000 in 1996, compared to $2,151,000 in 1995, a decrease of
$36,000 or 1.7%, relating primarily to sales decreases. Average margins in
products and services were relatively the same at 17.0% and 16.6% for the six
month periods ended May 31, 1996 and 1995, respectively.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $971,000 for the second quarter 1996 compared to
$800,000 for 1995, an increase of 21.4%. Total expenses for the six months ended
May 31, 1996 were $1,702,000 compared to $1,495,000 for 1995, representing a
13.8% increase. The increase in expenses was due primarily to increased
compensation expense for salary increases, staff additions, incentive program
accruals and the start-up of the DOCs subsidiary in March, 1996.
Amortization of Goodwill. Increases in the amortization of goodwill for the
three and six month periods in 1996 results from the June, 1995 Copy Boy
acquisition.
Income Tax Expense. The Company's effective combined federal and state
income tax rate is estimated to be 37% for 1996 due primarily to the effect of
state income taxes, non-taxable income on municipal securities and
non-deductible goodwill amortization.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ending May 31, 1996, the Company generated $572,000
from operating activities, an increase of $210,000 from $362,000 of funds
provided from operating activities for the six month period of 1995. The
increase in funds provided from operating activities was primarily attributable
to an increase in net income, increased depreciation and amortization and a
reduced increase in trade accounts receivable.
The Company has no bank debt or credit facility. Operations are funded from
cash generated by the business.
Franchise owners may finance their equipment purchases through a $6,000,000
equipment financing facility established with First Bank Systems by Insty-Prints
for the benefit of the franchise owners. This facility is guaranteed by IPI and
Insty-Prints, whose contingent liability under this agreement is capped at
$2,400,000. A loss reserve of $175,000 is recorded on the balance sheet at May
31, 1996, representing estimated losses on these guarantees, net of equipment
value. The aggregate balance outstanding under this facility as of May 31, 1996
was approximately $3,914,000.
The Insty-Prints' franchise business is not highly seasonal, and franchise
owners' sales generally follow overall economic trends. The business is not
impacted materially by inflation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiary are involved in various legal
proceedings arising in the normal course of business, none of
which is expected to result in any material loss to the Company
or its subsidiary.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to Vote of Security-Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K Page
(a) Exhibits.
*11 Statement Re: Computation of per share earnings 11
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for
which this report is filed.
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 10, 1996 IPI, Inc.
By: /S/ Robert J. Sutter
Robert J. Sutter
President and Chief Executive Officer
(Principal Executive Officer)
By: /S/ David M. Engel
David M. Engel
Chief Financial Officer
(Principal Financial and Accounting
Officer)
EXHIBIT 11
IPI, INC. AND SUBSIDIARIES
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
May 31, May 31,
--------------- ---------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Primary and fully diluted earnings per share
Weighted average number of issued shares
outstanding 4,734 4,634 4,734 4,634
Effect of:
1994 Long-Term Incentive Plan -- -- -- --
1994 Non-Employee Directors' Stock Option Plan -- -- -- --
------ ------ ------ ------
Shares outstanding used to compute primary and fully
diluted earnings per share 4,734 4,634 4,734 4,634
====== ====== ====== ======
Net Income $ 440 $ 381 $ 722 $ 663
====== ====== ====== ======
Primary and fully diluted earnings per share $ 0.09 $ 0.08 $ 0.15 $ 0.14
====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> MAY-31-1996
<CASH> 3,380,000
<SECURITIES> 0
<RECEIVABLES> 2,000,000
<ALLOWANCES> 202,000
<INVENTORY> 404,000
<CURRENT-ASSETS> 6,256,000
<PP&E> 880,000
<DEPRECIATION> 517,000
<TOTAL-ASSETS> 13,471,000
<CURRENT-LIABILITIES> 1,501,000
<BONDS> 0
0
0
<COMMON> 47,000
<OTHER-SE> 11,923,000
<TOTAL-LIABILITY-AND-EQUITY> 13,471,000
<SALES> 2,549,000
<TOTAL-REVENUES> 5,078,000
<CGS> 2,115,000
<TOTAL-COSTS> 3,932,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,146,000
<INCOME-TAX> 424,000
<INCOME-CONTINUING> 722,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 722,000
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
