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, 1997.
[ ] 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
(State or Other Jurisdiction of Incorporation or Organization)
41-1449312
(I.R.S. Employer Identification No.)
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 11, 1997, there were 4,734,087 Common Shares outstanding.
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IPI, INC.
Table of Contents
Page
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of May 31,
1997 and November 30, 1996. 3
Condensed Consolidated Statements of Operations for the
Three and Six Months Ended May 31, 1997 and May 31,
1996. 4
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended May 31, 1997 and May 31, 1996. 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
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PART I. FINANCIAL INFORMATION
ITEM 1.
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IPI, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
May 31, 1997 November 30,
(Unaudited) 1996
------------------ ------------------
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 2,370,000 $ 1,257,000
Short-term investments 3,260,000 3,180,000
Trade accounts receivable 1,392,000 1,298,000
Current maturities of notes receivables, net of allowance for
doubtful accounts of $187,000 and $187,000 917,000 917,000
Inventories 318,000 398,000
Prepaid expenses and other 176,000 167,000
Deferred income taxes 585,000 585,000
------------------ ------------------
Total current assets 9,018,000 7,802,000
------------------ ------------------
PROPERTY AND EQUIPMENT:
Property and equipment 1,123,000 914,000
Less - Accumulated depreciation (658,000) (582,000)
------------------ ------------------
Property and equipment, net 465,000 332,000
NOTES RECEIVABLE, net of current maturities and allowance for doubtful
accounts of $686,000 and $607,000 2,091,000 2,452,000
GOODWILL AND OTHER INTANGIBLES, net of accumulated amortization of
$1,048,000 and $933,000 3,503,000 3,619,000
------------------ ------------------
$ 15,077,000 $ 14,205,000
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 585,000 $ 429,000
Accrued compensation 179,000 296,000
Accrued financing liabilities 200,000 200,000
Deferred revenues 102,000 91,000
Other accrued liabilities 462,000 409,000
------------------ ------------------
Total current liabilities 1,528,000 1,425,000
------------------ ------------------
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 (2,082,000) (2,851,000)
------------------ ------------------
Total shareholders' equity 13,549,000 12,780,000
------------------ ------------------
$ 15,077,000 $ 14,205,000
================== ==================
The accompanying notes are an integral part of these consolidated balance sheets.
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IPI, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
May 31, May 31,
------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
REVENUES:
<S> <C> <C> <C> <C>
Royalty fees $1,193,000 $1,097,000 $2,166,000 $2,005,000
Printing equipment, supplies and services 1,077,000 1,309,000 2,375,000 2,549,000
Finance and other income 314,000 394,000 501,000 524,000
---------- ---------- ---------- ----------
Total revenues 2,584,000 2,800,000 5,042,000 5,078,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of sales 869,000 1,074,000 1,953,000 2,115,000
Selling, general and administrative expenses 936,000 971,000 1,754,000 1,702,000
Amortization of goodwill 57,000 57,000 115,000 115,000
---------- ---------- ---------- ----------
Total costs and expenses 1,862,000 2,102,000 3,822,000 3,932,000
Income before provision for income taxes 722,000 698,000 1,220,000 1,146,000
PROVISION FOR INCOME TAXES 267,000 258,000 451,000 424,000
---------- ---------- ---------- ----------
NET INCOME $ 455,000 $ 440,000 $ 769,000 $ 722,000
========== ========== ========== ==========
NET INCOME PER COMMON SHARE $ 0.09 $ 0.09 $ 0.16 $ 0.15
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON SHARE
EQUIVALENTS OUTSTANDING 4,734,000 4,734,000 4,734,000 4,734,000
========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated statements.
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IPI, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
May 31,
----------------------------
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Income $ 769,000 $ 722,000
Adjustments to reconcile net income to net cash provided by
operating activities -
Depreciation and amortization 192,000 161,000
Net change in other operating items:
Trade accounts receivable (94,000) (75,000)
Inventories 80,000 (138,000)
Prepaid expenses and other (9,000) 76,000
Accounts payable, accrued liabilities and other 103,000 (174,000)
----------- -----------
Net cash provided by operating activities 1,041,000 572,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Short-term investments, net (80,000) 75,000
Purchase of property and equipment, net (209,000) (172,000)
Change in notes receivable, net 361,000 (243,000)
----------- -----------
Net cash provided by (used for) investing activities 72,000 (340,000)
----------- -----------
Increase in cash and cash equivalents 1,113,000 232,000
CASH AND CASH EQUIVALENTS, beginning of year 1,257,000 575,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 2,370,000 $ 807,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 332,000 $ 282,000
=========== ===========
Sale of partnership interests for note receivable $ - $ 124,000
=========== ===========
The accompanying notes are an integral part of these consolidated statements.
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IPI, INC. AND SUBSIDIARY
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 subsidiary,
Insty-Prints, Inc. ("Insty-Prints"), 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, 1996 and 1995 and the notes thereto, included in
the Company's Form 10-KSB.
In February 1997, the Financial Accounting Standards Board issued the
Statement of Financial Accounting Standards 128 (FAS 128) "Earnings Per
Share," which is effective for fiscal years ending after December 15, 1997.
When adopted, FAS 128 will require the restatement of prior periods
earnings per share. The Company will adopt FAS 128 the quarter ending
February 28, 1998 and does not anticipate that its adoption will have a
significant affect on earnings per share.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
As of May 31, 1997, the Company, through its wholly-owned subsidiary
Insty-Prints, had 285 franchise locations and one Company-owned store.
RESULTS OF OPERATIONS
The following table sets forth certain statement of operations data as a
percentage of sales for the periods indicated:
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Quarter Ended Six Months Ended
May 31, May 31,
---------------- ----------------
1997 1996 1997 1996
----- ----- ----- -----
Revenues:
<S> <C> <C> <C> <C>
Royalty fees 46.2% 39.2% 43.0% 39.5%
Printing equipment, supplies and services 41.7 46.7 47.1 50.2
Finance and other income 12.1 14.1 9.9 10.3
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
----- ----- ----- -----
Costs and expenses:
Costs of sales 33.7 38.4 38.7 41.6
Selling, general and administrative expenses 36.2 34.7 34.8 33.5
Amortization of goodwill 2.2 2.0 2.3 2.3
----- ----- ----- -----
Total costs and expenses 72.1 75.1 75.8 77.4
----- ----- ----- -----
Income before provision for income taxes 27.9 24.9 24.2 22.6
Provision for income taxes 10.3 9.2 8.9 8.4
----- ----- ----- -----
Net income 17.6% 15.7% 15.3% 14.2%
===== ===== ===== =====
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FOR THE QUARTERS AND SIX MONTHS ENDED MAY 31, 1997 AND 1996
Revenues. Total revenues for the three months ended May 31, 1997,
consisting of royalties, sales of printing equipment, supplies and services,
franchise fees and finance and other income, totaled $2,584,000, a decrease of
$216,000 or 7.7% below the three months ended May 31, 1996. Total revenues for
the six months ended May 31, 1997, of $5,042,000 were down 0.7% or $36,000 below
the six months ended May 31, 1996.
Royalty revenue increased to $1,193,000 in the second quarter of 1997 from
$1,097,000 in 1996, an increase of 8.8%. For the six months ended May 31, 1997,
royalty revenue was $2,166,000, an increase of 8.0% or $161,000 over the same
period a year ago. Royalties increased primarily as a result of the increased
sales by existing franchise locations. While the number of franchised locations
decreased to 285 as of May 31, 1997 from 307 as of May 31, 1996, the reductions
were primarily in low-performing locations and thus royalty revenue was
minimally impacted.
Sales of printing equipment, supplies and services for the second quarter
of 1997 decreased to $1,077,000 from $1,309,000 for 1996, a decrease of 17.7%.
For the six months ended May 31, 1997, sales of products were $2,375,000 or 6.8%
below the sales of $2,549,000 for the same period a year ago. The decrease in
1997 was primarily the result of decreased sales of printing related equipment
and electronic publishing equipment. The drop in printing related equipment
reflects store owner needs and the decrease in electronic publishing equipment
results from discontinuing the selling of computers and certain related
equipment.
Finance and other income was $314,000 for the quarter ended May 31, 1997,
which is $80,000 or 20.3% less than the same quarter a year ago. For the six
months ended May 31, 1997, finance and other income was $501,000 or 4.4% less
than the $524,000 for the same period a year ago. For the three and six month
periods of 1997, the decreased revenues were primarily a result of decreased
franchise fee income. Overall, franchise fee revenues are not significant in
1997 or 1996 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 decreased to $869,000 for the second quarter
of 1997 from $1,074,000 for 1996, a decrease of 19.1% for the quarter. The
decrease in the second quarter is the result of a related decrease in sales of
printing and electronic publishing equipment. Six month cost of sales amounts
totaled $1,953,000 in 1997, compared to $2,115,000 in 1996, a decrease of
$162,000 or 7.7%, relating primarily to sales decreases. Average margins in
products and services increased slightly to 17.7% for the six month period of
1997 compared to 17.0% for the six month period ended May 31, 1996.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $936,000 for the second quarter 1997 compared to
$971,000 for 1996, a decrease of 3.6%. Total expenses for the six months ended
May 31, 1997 were $1,754,000 compared to $1,702,000 for 1996, representing a
3.1% increase. The increase in expenses was due primarily to increased
compensation expense for salary increases, staff additions and incentive program
accruals.
Provision for Income Tax. The Company's effective combined federal and
state income tax rate is estimated to be 37% for 1997 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, 1997, the Company generated $1,041,000
from operating activities, an increase of $469,000 from $572,000 of funds
provided from operating activities for the six month period of 1996. The
increase in funds provided from operating activities was primarily attributable
to an increase in net income, reduced inventories and increased accounts payable
and other.
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 $200,000 is recorded on the balance sheet at May
31, 1997, representing estimated losses on these guarantees, net of equipment
value. The aggregate balance outstanding under this facility as of May 31, 1997
was approximately $3,718,000.
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 11, 1997 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
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IPI, INC. AND SUBSIDIARIES
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(In Thousands, Except Per Share Amounts)
Three Months Ended Six Months Ended
May 31, May 31,
----------------- -----------------
1997 1996 1997 1996
------ ------ ------ ------
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Primary and fully diluted earnings per share
Weighted average number of issued shares outstanding 4,734 4,734 4,734 4,734
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 4,734 4,734 4,734
====== ====== ====== ======
Net Income $ 455 $ 440 $ 769 $ 722
====== ====== ====== ======
Primary and fully diluted earnings per share $ 0.09 $ 0.09 $ 0.16 $ 0.15
====== ====== ====== ======
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> MAY-31-1997
<CASH> 2,370,000
<SECURITIES> 3,260,000
<RECEIVABLES> 2,496,000
<ALLOWANCES> 187,000
<INVENTORY> 318,000
<CURRENT-ASSETS> 9,018,000
<PP&E> 1,123,000
<DEPRECIATION> 658,000
<TOTAL-ASSETS> 15,077,000
<CURRENT-LIABILITIES> 1,528,000
<BONDS> 0
47,000
0
<COMMON> 0
<OTHER-SE> 13,502,000
<TOTAL-LIABILITY-AND-EQUITY> 15,077,000
<SALES> 2,375,000
<TOTAL-REVENUES> 5,042,000
<CGS> 1,953,000
<TOTAL-COSTS> 3,822,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,220,000
<INCOME-TAX> 451,000
<INCOME-CONTINUING> 769,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 769,000
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
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