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IMPRESO INC 10-K 2005 Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
OR
Commission File Number 000-29883
Impreso, Inc.
(Exact name of registrant as specified in its charter)
(972) 462-0100
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK, $0.01 PAR VALUE
Indicate by check mark 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 þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes o No þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes
o or No
þ
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes
o or No
þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of February 28, 2005, the last business day of the
registrants most recently completed second fiscal quarter: approximately $2,764,140.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as
of the latest practicable date: 5,278,780 shares of Common Stock, $0.01 par value, outstanding at
December 13, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has incorporated by reference into Part III of this Annual Report on Form 10-K,
portions of its definitive Proxy Statement for its Annual Meeting of Shareholders to be held on
January 24, 2006.
TABLE OF CONTENTS
Table of Contents
PART I
ITEM 1. BUSINESS
GENERAL
Impreso, Inc. (the Company) is the holding company of TST/Impreso, Inc. (TST), a manufacturer
and distributor to dealers and other resellers of various paper and film products for commercial
and home use in domestic and international markets, Hotsheet.com, Inc., the owner of
Hotsheet.com®, an online web reference directory, and Alexa Springs, Inc. (Alexa
Springs), the companys natural spring water bottling subsidiary.
The primary operating company, TST, a wholly owned subsidiary, was founded in 1976. TST operates
in the hardcopy supply market, which encompasses those products used with a hardcopy output or
imaging device. Approximately 98% of TSTs total output is initially sold domestically.
Independent resellers purchase and may further distribute the products internationally. Through its
four manufacturing facilities and 49 public distribution warehouse locations throughout the United
States and in Quebec, Canada, TST manufactures and distributes its products under its own
IMPRESO® label, generic labels and private labels.
The hardcopy imaging business is a very competitive industry. Advances in hardware and imaging
material technology have accelerated business and public consumption of new types of products and
are changing the industrys customers, products and channels of distribution. TST has
strategically located its distribution points so that it can deliver its hardcopy imaging products
to customers in most major cities in the United States within 24 hours. TST has approximately
3,200 customers, ranging in size from small business forms dealers to large office product
wholesalers with multiple offices and branches. An increasing segment of our customer base has
been large and medium size mass merchants, including computer and office superstores. Our primary
method of generating sales contacts is through our own sales force, manufacturers sales
representatives, extensive marketing programs, referrals and reputation.
Another
subsidiary, HotSheet.com, Inc. manages the HotSheet web directory at
www.hotsheet.com.
HotSheet is a popular single page directory of top web sites in categories such as news, finance,
travel and shopping, organized for easy access. HotSheet also features an efficient co-branded
search engine, free e-mail service, and allows users to create their own page of links utilizing
the companys unique My HotSheet service. Services provided by Hotsheet.com include Hotsheet Super
Search, a meta-search that combines results from multiple web search engines and ranks them by
relevance, and My Hotsheet, a unique method of bookmark management that lets users create their own
personalized page of categorized favorite links. For the years ended August 31, 2005, 2004 and
2003, net sales of Hotsheet.com, Inc. amounted to $172,276, $138,239 and $158,755, respectively.
Our other wholly owned subsidiary, Alexa Springs, Inc. produces bottled natural spring water from
the Ouachita Mountains near Mt Ida, Arkansas. Production of Alexa Springs Natural Spring Water
began in Fiscal 2005. TST sells and distributes the Alexa Springs water products. Initially, we are
selling the water in one-half liter (16.9 oz.) bottles packaged in a shrink-wrapped 24 count case
under our brand, Alexa Springs and as private label. The distribution model of the water division
is similar to our paper products; the weight and width of the pallets of each are approximately
equal and a majority of the target customers, such as wholesale clubs and office superstores, are
similar. Target markets also include private label customers for whom we apply a custom designed
label to the bottled water for resell or promotional giveaway. We are currently selling
approximately 150 private label customers. For Fiscal 2005, net sales of bottled water amounted to
$202,184.
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TSTS PRODUCTS
The hardcopy imaging product line during Fiscal 2005 consisted of the following:
Continuous Computer Stock Business Forms. We maintain a wide variety of standard continuous
computer stock business forms in various types of papers, formats for readability and contrast, and
basis weights. Upon request, we occasionally produce customized forms for larger customers.
Thermal Facsimile Paper. Our thermal facsimile papers are suitable for use with all original
equipment manufacturers (OEMs) machines currently on the market and are warranted against damage
that the paper may cause to a customers thermal facsimile machine.
Cut Sheet Paper for use in Laser Printers, Copying Machines and Plain Paper Facsimile Machines.
Desktop Ink Jet Papers & Specialty Papers. Items are sold through retail and distributors. These
products include Digital Photo Ink Jet Paper, Gloss Coated Ink Jet Paper, Ink Jet Coated Canvas,
T-Shirt Transfers, Ink Jet Greeting Cards, Ink Jet Bumper Stickers, Photo Quality Business Card
Size Magnets, CD/DVD Sleeves, CD/DVD Labels, Ink Jet Address Labels, Two Sided Glossy Coated Ink
Jet Paper and Professional Grade Ultimate Glossy Photo Paper. Desktop Ink Jet Papers are primarily
used by the home-users, printing images from digital cameras and the internet.
Transparency Film. For Ink Jet printers, Copier and Laser printers, and Color Laser printers.
Add/Cash/POS/ATM Rolls. Available in bond, thermal and carbonless, including a complete line of
ATM Rolls. Custom printed POS/Add Rolls are available, with the company name, logo, return policy,
etc.
High Speed Laser Roll Paper. High speed laser roll paper is specifically engineered for high
speed roll fed printing systems, such as IBM® , Xerox® or OCE® systems. These rolls are
used by companies, such as investment banking institutions and publishing companies, for variable
data output applications, such as customized statements and book publishing. The advantages of
using high speed roll fed printing systems for mass production over traditional methods of offset
printing are lower costs and faster speeds of production without sacrificing image quality.
Engineering Rolls & Sheets. Available in 20# Bond, Vellum, Translucent Bond and Mylar, in a
variety of widths and lengths. These products are used with wide format printing and copying
equipment, such as those used by architectural and engineering firms for design plans and
renderings. Also available in Bulk Bins for large users to buy in bulk and conveniently store.
Wide Format Ink Jet Media. Available in a wide variety of coated papers and films; CAD Bond,
Coated Bonds, Photobase, Proofing Media, Canvas, Piezo Photobase, Films and Outdoor Banner
Material.
Processed Laser Cut Sheets. Laser cut sheets are micro-perforated and/or pre-punched cut sheets
used in copiers, laser printers and ink jet printers for applications such as return/reply
promotional materials, billing and remittance statements, or coupons. Users can keep printing
projects in-house by eliminating the use of outside sources for custom forms.
The natural spring water product line during Fiscal 2005 consisted of the following:
One-half liter (16.9 oz.) bottles packaged in a shrink-wrapped 24 count case under our brand, Alexa
Springs and as private label.
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TSTS TRADEMARK LICENSE
In April 1997, TST entered into a non-exclusive Trademark Licensing Agreement with IBM. Under this
agreement TST manufactures and distributes a selected line of paper products within the United
States, Canada and Mexico under the IBM brand name. Through various amendments the authorized
product lines was expanded and the term was extended to April 30, 2007. On December 1, 2004,
International Business Machines, Inc (IBM) and TST/Impreso, Inc. (TST) agreed to terminate
their Trademark Licensing Agreement. Through the conclusion of Fiscal 2005, TST substantially
completed the sale of all products manufactured under the license agreement which remained in
inventory.
TSTS MARKETING AND DISTRIBUTION
TST markets its products to approximately 3200 customers through its own sales force and
established manufacturers representatives. TSTs targeted customers are business consumable and
office machine dealers and large and medium size mass merchants, including computer and office
superstores. We are continually seeking to diversify our customer base and distribution channels.
The incorporation of non-traditional but related product categories into our expanding product line
may facilitate our access to different distribution channels.
TST has 53 distribution points (49 public distribution warehouses and four manufacturing
locations), for its hardcopy imaging products, which enable it to deliver products to most major
cities in the United States within 24 hours. TST has one additional distribution point for its
water products, the natural spring water bottling plant in Arkansas. TSTs primary method of
generating revenue is through its own sales force. The members of this sales force generally seek
business within specific geographic territories. Manufacturers representatives serve as an
important supplementary source of sales and marketing. Their territories are identified by specific
accounts or prospects, primarily those of a retail nature.
TST sells to the following types of customers:
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We also sell bottled water products to these types of customers: Beverage Distributors, Convenience
Stores, Private Label Water Resellers, Food Distributors, and Restaurant Supply Distributors.
Though TST has specialized in select markets and has emphasized service and long-term relationships
to meet customer needs more effectively, there are no long-term contractual relationships between
it and any of its customers. One customer, Staples, Inc. (Staples) accounted for more than 10%
of TSTs sales in the years ended August 31, 2005 (Fiscal 2005) 2004, and 2003. In Fiscal 2005,
the purchases by Staples decreased substantially. This reduction had a material adverse effect on
our financial position, results of operations and cash flows in Fiscal 2005. TST may in the future
be dependent on other significant customers, the loss of which could also materially adversely
affect our financial position, results of operations and cash flows.
SUPPLY AND INVENTORY: HARDCOPY IMAGING PRODUCTS
We believe that it is necessary for TST to maintain a sufficient inventory of finished goods and
raw materials to adequately service its customers. In prior years inventory levels had been
increased to facilitate the introduction of new brands and expanded product lines. However, at the
beginning of the year ended August 31, 2002, we implemented a program to reduce inventory levels.
Since implementation, over a four year period inventory levels were reduced from $38.5 million to
$16.8 million. This is in addition to the depletion of $3 million of inventory acquired in the
purchase of the assets of a business during that period. Since meeting the program goals in late
Fiscal 2005, we have discontinued the reduction of inventory program.
In recent years we have depended primarily on domestic vendors of paper stock raw materials, which
historically charge higher prices for those raw materials than international vendors. Although our
prices for
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paper stock raw materials remained stable throughout Fiscal 2005, pricing on a majority of other
components of our finished goods, increased. Not all of these increases were effectively passed
through to a majority of our customers. We believe that paper stock raw material prices may remain
stable in Fiscal 2006.
TST bears the risk of increases in the prices charged by its suppliers and decreases in the prices
of raw materials held in its inventory. If prices for products held in its finished goods
inventory decline, or if prices for raw materials required by it increase, or if new technology is
developed that renders obsolete products distributed and held in inventory by TST, the Companys
business could be materially adversely affected.
TST purchases raw paper, coated thermal facsimile paper, coated technical paper, carbon and
carbonless paper (consisting of a wide variety of weights, widths, colors, sizes and qualities),
transparency film, packaging and other supplies in the open market from a number of different
companies around the world. We believe that TST has adequate sources of raw material supplies to
meet the requirements of its business. We believe that we have a good relationship with all of our
current suppliers.
SUPPLY AND INVENTORY: NATURAL SPRING BOTTLED WATER
In Fiscal 2005, we started building bottled water inventory at our one bottling and four hardcopy
image manufacturing facilities. We do not store bottled water products at public warehouses.
Hurricanes Katrina and Rita created a large demand for our water products and substantially
depleted our initial inventory. Water inventory requires more frequent inventory turns than
hardcopy imaging products, since the shelf life of water is shorter. The increase in our sales
created by the hurricanes at the end of the high demand season for bottled water will allow us to
build fresh water inventory for March, which is the beginning of the next high demand season in the
bottled water product cycle.
Effective December 1, 2004, TST executed a long term real estate lease and water supply agreement
with Alexa Springs Water Company, a company owned by stockholders of TST. Under the ten year water
supply contract TST executed, Alexa Springs Water Company must sell to TST and TST must purchase
all of the production of the springs. TST also executed a ten year lease that runs concurrently
with the water supply agreement on the land and buildings, approximately 34,200 square feet, which
house the springs. Both of these agreements have an automatic renewal of second ten year terms if
not terminated in accordance with the agreements. Currently the Alexa Springs are producing
substantially more spring water than we are bottling and selling.
MARKET CONDITIONS OF TST
Historically, the primary product produced by the Company was continuous feed business forms. In
Fiscal 2005, for the first time in our history of almost 30 years, the sales of continuous forms
fell to below 50% of the gross revenue for all products. Management believes that the total market
for business forms, which declined in 2005, will continue to decline in 2006. Our percentage of
revenue derived from this product decreased from 53% in the year ended August 31, 2004 (Fiscal
2004) to 36.9% in Fiscal 2005. Management expects this product categorys contribution percentage
to sales to stabilize in Fiscal 2006, partially due to the recognition of the loss of portions or
all the business of key customers in Fiscal 2005 and managements anticipation of retaining current
customers, or regaining lost business in this product category.
The loss of significant customers, mergers of customers, and loss of portions of business from
certain customers has reduced sales in Fiscal 2005, but management believes sales revenue will
stabilize in Fiscal
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2006 at Fiscal 2005 levels. To replace these lost sales, we are focusing our
marketing efforts on more profitable portions of the business. In the business imaging product
line, management believes that engineering/wide format rolls and point of purchase rolls have the
greatest potential for growth.
The entrance into the bottled water business is significant as we begin the diversification of our
product offerings outside of the hardcopy imaging products. The introduction of water into our
paper business is an ideal companion sale as the distribution model for our water products is
substantially similar to our paper products. Many of the customers who are currently purchasing
business imaging supplies from us also buy bottled water. The weight and dimensions of a pallet of
water and paper, and therefore the costs, are also similar. The introduction of water should expand
our sales to our existing customers. The bottled water business has experienced phenomenal growth
in the past few years.
In the water industry we plan to effectively compete in the wholesale market by offering
competitive price points on our water products and bundled distribution strategies. We have also
targeted the small to mid range size private label market as the niche for us to gain market share
in the bottled water industry. The size and configuration of our operations accommodates smaller
batch runs of individualized labels, which may be economically disadvantageous for larger
companies. We believe the growing trend of businesses offering their clientele bottled water with
their name on the label as promotional giveaway or for resale will contribute to the increased
sales in the bottled water division.
SEASONALITY
Hotsheet.com revenues are partially generated by retail sales which are typically stronger during
the Christmas holiday season.
TST may be subject to certain seasonal fluctuations in that orders for products may decline over
the summer months. If the market for finished goods decreases, then the adverse impact of the
seasonal fluctuations on the Company will be greater.
The bottled water business is subject to seasonal fluctuations with its demand cycle greatest in
summer months.
TSTS BACKLOG
The dollar value of TSTs order backlog as of August 31, 2005 and 2004 was approximately $1.8
million and $2.8 million, respectively. TSTs ability to fill orders is directly impacted by the
general cyclical pattern of the paper industry and its ability to purchase the raw materials and
finished goods necessary to fill customer orders. The decrease in backlog is related to TSTs
decreased net sales and reduction in the number of branded lines TST offers.
TSTS COMPETITION
Our businesses operate in markets that are highly competitive, and the Company faces competition on
the basis of price, product quality, speed of delivery, customer service. Some of our competitors
have greater sales, assets and financial resources than our company. These competitive pressures
could affect prices or customers demand for our products, impacting our profit margins and/or
resulting in a loss of customers and market share.
TST currently competes principally with manufacturers that distribute their products through
dealers, resellers and/or retailers and, to a lesser extent, manufacturers who distribute their own
products directly to
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end-users. Weak industry conditions in the past few years have caused the major direct-selling
companies, which are much larger than TST, to sell direct and to dealers. In some cases, this has
led to TSTs customers reducing their selling prices to compete with these dealers. This has also
caused increased competition among companies selling products through dealers. In addition,
vertical consolidation among entities in the paper industry has created tougher conditions for TST,
because certain of TSTs suppliers have subsidiaries that compete with TST and these suppliers
generally support the efforts of their subsidiaries.
We believe that TST effectively competes on the basis of the following: its nationwide distribution
network, which enables products to be delivered to its customers in most major cities in the United
States within 24 hours; providing customers cost-effective, efficient purchasing and volume
discounts; and by providing high-quality products and customer-oriented services.
In the water industry we plan to effectively compete in the wholesale market by offering
competitive price points on our water products. We have also targeted the small to mid range size
private label market as the niche for us to gain market share in the bottled water industry. The
size of our operations accommodates smaller batch runs of individualized labels, which is
economically disadvantageous for larger companies. We believe the growing trend of businesses
offering their clientele bottled water with their name on the label as promotional giveaway or for
resale will contribute to the increased sales in the bottled water division.
TRADEMARKS
TST uses the trademark IMPRESO, a Spanish word meaning printed matter, on certain products it
manufactures and distributes. The trademark and service mark is registered in the United States.
These registrations are effective until August 2009 and May 2010, respectively.
The IMPRESO trademark is also registered in Canada, Italy, and Great Britain. These foreign
registrations are effective until July 2007, November 2010 and October 2007, respectively.
Management believes that the IMPRESO trademark has significant name recognition and is important in
marketing and achieving visibility of TSTs products. The goodwill value associated with the name
IMPRESO has been pledged as an asset to TSTs current primary secured lender under TSTs revolving
line of credit.
TST also has a trademark registration in the United States for Lazer Cut Sheets® and
Lazer Bond® effective until May 2007. Each of the Lazer Cut Sheet and Lazer Bond
trademarks are applied only to one specific product that TST manufactures.
The United States service mark registration obtained on Hotsheet, our subsidiarys proprietary
Internet portal, is effective until January 2008. The European Community Trademark registration
for Hotsheet.com is effective until February 2010. The United States service mark registration for
Shopsheet®, a sub portal of Hotsheet.com, is effective until February 2010.
SERVICE AND SUPPORT
We believe that customer service is an important factor in product sales and customer satisfaction.
Service and support include TSTs own in-house trucking which back-hauls goods for other entities,
which reduces transportation costs and improves customer service. Our in-house graphics department
can design and prepare layouts of packaging and can produce negatives, which allows TST speed and
flexibility when bringing new products or packaging into the marketplace. TST also sells its
graphics capabilities to its customers. TSTs customer service department can expedite service
because its computer system sends a bill of lading by facsimile to the appropriate distributing
warehouse and an order acknowledgment to the
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receiving customer when an order is entered by a customer service representative. TSTs computer
system automatically calculates inventory levels at each warehouse and the amount of raw materials
it must purchase, and identifies which of its plant locations will manufacture an order.
TST also has a collection and credit department. The staff evaluates extensions of credit and
makes written and verbal requests for payment from those customers whose invoices are not paid
within agreed payment terms. In-house counsel is available to assist the credit department in
difficult collections.
TST offers a 120-day warranty on all of its products. To date, warranty expense has been minimal.
ENVIRONMENTAL REGULATION
We believe that compliance with any environmental regulations that may be applicable to us will not
have a material adverse effect on our capital expenditures, earnings or competitive position.
EMPLOYEES
We had 191 full-time employees at August 31, 2005 of whom approximately 68% are engaged in
manufacturing TSTs products. None of our employees are currently covered by a collective
bargaining agreement. We consider our employee relations to be fair as a result of recent
reductions of wages and employee benefits. However, approximately 16% of our employees have 20
years or more length of service.
ITEM 2. PROPERTIES
TST operates four hardcopy imaging manufacturing plants encompassing an aggregate of approximately
690,000 square feet of space, and one natural spring water bottling facility with approximately
34,200 square feet. The Coppell, Texas, facility, where our executive offices are located, is
approximately 75,000 square feet. TST owns two of its hardcopy imaging manufacturing plants,
Coppell, Texas and Itasca, Illinois. The Coppell plant mortgage matures in 2011, and the Itasca
facility matures in 2009. In April 2004, the Company sold its two buildings in Fontana, California
to an unrelated party as part of a sales-leaseback transaction. The transaction has been accounted
for as a sale, although the gain associated with the sale has been deferred in accordance with
sales-leaseback accounting and is being amortized over 60 months, which represents the life of the
related lease agreement. TST leased the two adjacent buildings in Fontana, California, for
concurrent five year terms ending 2009. The Company also leases the Chambersburg, Pennsylvania
facility with an initial term which expires in 2017, and executed a lease in December 2004 on the
Mt. Ida, Arkansas natural spring water bottling facility, with an initial term expiring in 2014.
The Fontana, Chambersburg and Mt. Ida leases all have options to extend. In Fiscal 2004, TST exited
two facilities that it owned, Kearneysville, West Virginia and Greencastle, Pennsylvania, and
placed the buildings on the market to be sold. In Fiscal 2005, the Greencastle location was sold.
In Fiscal 2005, TST was also leasing under an annual lease warehouse space in Dallas, Texas. Annual
mortgage payments and minimum lease payments relating to these facilities were approximately $1.6
in Fiscal 2005 and Fiscal 2004. Costs incurred for the 49 public distribution and two storage
warehouses TST utilizes throughout the United States and in Quebec, Canada was approximately
$540,000 for Fiscal 2005. Costs incurred for the 50 public distribution and seven storage
warehouses TST utilized throughout the United States and in Quebec, Canada in Fiscal 2004 was
approximately $751,000.
We believe the current facilities are in good condition, and are suitable and adequate for current
business needs. We estimate that, as of August 31, 2005, TST was operating at approximately 50%
capacity for all of the products it manufactures, which will allow it to increase production to
meet increased demand, if any, with no immediate capital investment.
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Our Hotsheet operation is currently operating from our headquarters at the Coppell, Texas facility
and through its internet service providers located in Dallas, Texas and Providence, Rhode Island.
ITEM 3. LEGAL PROCEEDINGS
Legal-
On September 18, 2002, TST filed a lawsuit against a vendor in the United States District Court for
the Northern District of Texas Dallas Division. TSTs general claim is that the vendor breached a
Distributor Agreement entered into with TST in several material respects, including the vendors
late delivery of paper products, the vendors delivery of defective product, and the vendors
failure to properly credit TSTs accounts based upon these and other alleged breaches. The vendor
responded to TSTs demand for arbitration by generally denying TSTs claims and asserting a
counterclaim seeking to recover disputed accounts receivable and damages related to TSTs alleged
interference with the vendors relationship with its lender. The Trial is set for May 2006.
On November 5, 2003, the Company discovered the Companys payroll administrator was
fraudulently diverting Company funds into her personal bank accounts. The investigation revealed a
loss of approximately $627,000 over a period starting in September 2000 until October 2003. In
November 2004, the Company and the insurer at the time the loss was discovered executed a partial
settlement without waiving each partys rights to proceed to suit or defend on the balance of the
Companys losses. Management believes recent legal developments could be persuasive in litigating
different interpretations of defined terms within the policy, and therefore recovering the balance
of up to $500,000 of the Companys claim as filed with the Insurer. The fraudulently diverted
funds were recorded in the Registrants consolidated financial statements for fiscal years ended
August 31, 2001, 2002 and 2003, as salary expense. Partial reimbursement from the insurance company
and the embezzler is recorded as a separate line item under operating income, embezzlement
recovery, for the year ended August 31, 2005. In August 2005, we filed suit in Dallas County to
pursue our claims against potentially liable parties for losses incurred. The parties are currently
conducting discovery.
In April 2004, TST filed a lawsuit in the 68th judicial district Dallas County
against a former
outside sales representative, alleging breach of fiduciary duty, tortuous interference with
existing
and prospective business relations, and civil conspiracy. The lawsuit seeks to enforce the
duties of
loyalty owed to TST by its sales agent. The defendant filed a counter claim alleging business
disparagement and tortious interference with existing and prospective business relations. Trial is
set for April 2006.
On July 9, 2004, TST received a preference claim demand from the Trustee of the estate of a
former customer in the amount of $1.2 million. On June 2, 2005, TST was served with the
preference lawsuit. The suit is based upon a gross preference demand and the Company believes
subsequent to a full preference analysis and the Companys utilization of various defenses, any
resulting liability should be lowered to a materially reduced amount.
The Companys Corporate Income Tax Returns for the fiscal years ending August 31, 2001, 2002, and
2003, were under examination by the Internal Revenue Service (IRS). The IRS had proposed
adjustments to the fiscal years under examination. The matter was sent to the Appeals Division of
the IRS, who has indicated they will concede all issues and no adjustments will be made to those
fiscal years under examination. Subsequent to the end of Fiscal 2005, the Company received notice
that the
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Companys Corporate Income Tax Return for the fiscal year ended August 31, 2004 is going to be
examined by the IRS.
In June 2005, TST was served with a preference lawsuit from the Trustee of the estate of a
former customer in the amount of approximately $194,000. The suit is based upon a gross
preference demand and the Company believes subsequent to a full preference analysis and the
Companys utilization of various defenses, any resulting liability should be lowered to a
materially reduced
amount.
In June 2005, a shareholder filed an action in the Court of Chancery of the state of Delaware
seeking the books and records of the Company. We responded to the suit, executed an appropriate
confidentiality agreement, and allowed the shareholder access to the requested documentation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Our common stock trades on the NASDAQ Capital Market (NCM) under the symbol ZCOM. The high and
low closing prices for the common stock, as reported on the NCM are as follows:
On November 25, 2005, the closing price for the common stock on the NCM was $ 1.080 and the common
stock was held by approximately 570 stockholders of record, including holdings through nominee or
street name accounts with brokers.
We have not paid any dividends on our common stock since inception, and we do not intend to pay
dividends to our stockholders in the foreseeable future. Any such dividends will be declared in
compliance
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with the restrictive covenants of our subsidiarys lender that no cash dividends paid during any
one calendar year shall exceed current years net profit. We also intend to reinvest earnings, if
any, in the development and expansion of our businesses. The declaration of dividends in the future
will be at the discretion of the Board of Directors and will depend upon the earnings, capital
requirements and our financial position, general economic conditions and other pertinent factors.
ITEM 6. SELECTED FINANCIAL DATA
The following is a summary of our selected financial data as of and for the five years ended Fiscal
2005. The historical financial data has been derived from our audited financial statements. This
data should be read in conjunction with Managements Discussion and Analysis of Financial
Condition and Results of Operations and the Consolidated Financial Statements appearing elsewhere
in this document.
SELECTED FINANCIAL DATA (a)
Years Ended August 31,
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The accounting policies described below are those the Company considers critical in preparing its
consolidated financial statements. These policies require the application of significant judgment
by management in selecting the appropriate assumptions for calculating financial estimates. By
their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are
based on historical experience, the Companys observation of trends in the industry, information
provided by customers and
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information available from other outside sources, as appropriate and available at the time the
estimates are made. However, as described below, these estimates could change materially if
different information or assumptions were used. The Company believes that of its significant
accounting policies, the following may involve a higher degree of judgment or estimation than other
accounting policies.
Accounts Receivable (doubtful accounts) Allowance
The Company provides for losses on accounts receivable based upon their current status, historical
experience and managements evaluation of existing economic conditions. Significant changes in
customer profitability or general economic conditions may have a significant effect on the
Companys allowance for doubtful accounts.
Revenue Recognition
TST records sales of hardcopy imaging and bottled water products when products are shipped to
customers. Our revenue recognition policy complies with the required four revenue recognition
criteria: Our customers purchase orders or on line authorizations and our order acknowledgments
include the terms of the sale and are binding on the customer, persuasive evidence that a
transaction exits; Delivery has occurred, as risk of loss of the product has passed to the
customer; The purchase orders, on line authorizations and order acknowledgments make our price to
our customer fixed or determinable; Finally, we assess the likelihood of collecting credit accounts
prior to revenue recognition and are reasonably assured the sales are collectible due to our credit
policies and collection methods. The Company reserves against doubtful accounts based upon
historical experience and managements evaluation of existing economic conditions. Consistent
monitoring of the accounts receivable allows us to determine if an accounts collection is becoming
compromised. We reinvestigate delinquent customers to see if there may be a slow pay trend or an
economic condition affecting this customer. Subsequent to this inquiry, we evaluate our doubtful
account reserve and if the information reflects additional exposure, we increase our reserve
accordingly.
Hotsheet.com, Inc. generates its revenue by click through fee advertising revenues and commissions
earned. Click through fees are generated when traffic is sent from the Hotsheet.com website, via a
link, to a vendors website. Commissions are generated when the linked traffic makes purchases. The
revenue is recognized upon receipt, which at this time does not differ significantly from accrual
basis.
Inventories
Inventories are valued at the lower of cost or market, cost being determined on the first-in,
first-out method. Reserves for slow moving, obsolete products, or bad (damaged) products are based
on historical experience, acquisition activities, secured lender policies and analysis of
inventories on hand. The Company evaluates, and if necessary, adjusts reserves quarterly.
Until 2001, the Company had not typically reserved for slow moving, obsolete or bad inventories,
because substantially all of its slow moving products can be repackaged into different formats or
labels. Potential obsolete products are monitored and scheduled production of these items is
adjusted accordingly. If damage is caused to a product it is most often minor in value and expensed
as damage occurs. Due to acquisition activities in 2001 and 2002, the Company implemented a reserve
against the purchased inventories.
Typically, returns are not material, therefore, generally, we record reductions in revenue when
products are returned and they are not accrued for with sales reduced to reflect estimated returns.
On occasion a customer may request authorization for an extraordinary return of product. Such
request is analyzed and if
material, accrued for with the estimated return applied as a reduction of sales.
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Our return policy is to accept all products back for full credit if the product was shipped in
error or for product that fails to meet acceptable quality standards. Returns of this nature must
comply with the following: samples of defective product must be sent in to the Customer Service
Returns Coordinator for evaluation prior to decision and disposition of product; claims must be
submitted to customer service within one week of product being delivered; return authorization is
valid for 30 days only; and we will not accept collect shipments on product being returned.
We will also accept hardcopy imaging product back for credit subject to a restocking charge (20%
on Impreso brand; 30% on IBM brand) for product that was, for example, ordered in error by the
customer and is in re-saleable condition, returned within 4 months of original purchase and has not
been discontinued from the product line. Products with a shorter shelf-life, such as carbonless
paper and thermal products must be returned within 3 months of original purchase. Once a return has
been authorized and the product returned to our warehouse or plant, the customer is issued a
credit, according to the type of return, against their account. This credit is then booked to the
returns and allowances account and a reduction in revenue is taken.
Rebates, Advertising Allowances and Independent Sales Commissions
The Company accrues for rebates and advertising allowances paid to certain customers and
commissions paid to independent sales representatives, based on specific contractual agreements.
These accruals are calculated based upon the volume of purchases by customers and sales by
independent sales representatives, which are adjusted monthly to reflect increases and decreases.
Advertising allowances provided to our customers must be used for advertising of our products and
services and can not be used for any other purposes.
For the year ended August 31, 2004 and August 31, 2005, we recorded customer rebates in the amount
of $5.2 million and $4.7, respectively. The customer rebates are recorded as a decrease to sales.
For the year ended August 31, 2004 and August 31, 2005, we recorded advertising allowances in the
amount of $1.0 million and $1.1 million, respectively. The advertising allowances are recorded as
an SG&A expense.
For the year ended August 31, 2004 and August 31, 2005, we recorded independent sales commissions
in the amount of $375,000 and $119,000, respectively. The independent sales commissions are
recorded as an SG&A expense.
In the years ended August 31, 2004 and 2003, we re-classed independent sales commissions from cost
of goods sold to selling, general, and administrative expenses in the amount of $375,000 and
296,000, respectively.
Contingent liabilities
The Company is subject to lawsuits, investigations and other claims related to wage and hour/labor,
securities, environmental, product and other matters, and is required to assess the likelihood of
any adverse judgments or outcomes to these matters as well as potential ranges of probable losses.
A determination of the amount of reserves required, if any, for these contingencies is made when
losses are determined to be probable and after considerable analysis of each individual issue.
These reserves may change in the future
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due to changes in the Companys assumptions, the effectiveness of strategies, or other factors
beyond the Companys control.
SEGMENT ANALYSIS
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information establishes
standards for reporting information about operating segments. Our operations are segregated into
operating segments according to product category. Under this standard, as of August 31, 2005, we
had two reportable operating segments: hardcopy imaging products and natural spring bottled water
products. We evaluate the performance of each segment using pre-tax income or loss from continuing
operations. The table below presents information as to our net sales, operating earnings and total
assets for all reportable segments.
RESULTS OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 2005, AS COMPARED TO THE YEAR ENDED AUGUST 31,
2004
As a result of the decrease in volume of purchases by key customers in January 2005, representing
sales of approximately 29%, or $30 million of Fiscal 2004 revenue, the Company began a plan to
downsize its operations and reduce costs to return to profitability. In the second and third
quarter we were successful in completing and implementing a majority of the plans key elements;
however the plans impact to the profitability of operations was offset by historically
unprecedented extraordinary increases in our freight costs. The increased freight costs are
attributable to increases in fuel costs, but in addition, the freight industry ratio of available
trucks to requested routes fell to a historical low. The trend, which began at the end of Fiscal
2004, has continued through our first quarter of the year ending August 31, 2006. We have
instituted revised freight policies to address this expense; however we believe that the freight
cost increases may continue to have a material adverse effect on our financial position and results
of operations in Fiscal 2006.
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On December 1, 2004 TST and IBM terminated the Trademark Licensee Agreement. Net sales and revenue
attributable to IBM branded products gradually declined until the agreement was concluded in August
2005. Substantially all of the products we sold under the IBM brand are also sold under the Impreso
brand. We initiated a marketing program that converted our customers who were purchasing our IBM
branded products to our proprietary brand, Impreso. The loss of sales of IBM branded products did
not materially impact our liquidity, capital resources and results of operations due to this event.
The cessation of sales of continuous business forms to key customers has had a material impact on
our net sales and revenues, and adversely affected our liquidity, capital resources and results of
operations. We are currently working to replace this business with other volume purchasers of this
product. We have also been successful in introducing other product lines to some of these
customers.
The decline in the market of continuous feed business forms has begun to materially impact our net
sales and revenues. Management has partially compensated for the maturity and decline of this
hardcopy imaging category by branching into other hardcopy imaging products such as cut sheet,
value added, and add roll products to replace the lost revenue from the sales of continuous feed
products. However, the increase in revenue attributable to these categories has not increased in
proportion to the decline of the continuous feed business forms sales.
The most recent addition to our product line, a complimentary item to hardcopy imaging products for
office products distributors, is bottled spring water which started generating sales in Fiscal
2005. Bottled spring water did not utilize our existing equipment and during the start up phase
necessitated the acquisition of new equipment, thereby depleting capital resources and reducing
liquidity. Our operating loss, combined with this and other events, collectively adversely impacted
operations. However, the long term investment in this product category will maximize the efficiency
of our selling force, administration, and distribution infrastructure due to opposite seasonal
cycles of consumption. Whereas in the summer months, hardcopy imaging products may slow, the
bottled water business is at its peak.
Net Sales- Net Sales decreased from $104 million in Fiscal 2004 to $78 million in Fiscal 2005, a
decrease of $26 million, or 25%. The decrease resulted from partial and total losses of key
Customers.
Gross Profit Gross Profit decreased from $13.7 in Fiscal 2004 to $4.2 in Fiscal 2005, a decrease
of $9.5 or 70%. Our gross profit percentage decreased from 13.2% for Fiscal 2004 to 5.4% for
Fiscal 2005. The gross profit percentage decrease was primarily the result of a reduction of net
sales of higher margin products and increased hardcopy imaging component costs, and freight and
fuel costs that were not fully transferred to our customers. Our gross profit percentage decreased
by 0.6% as a result of losses associated with the start up of our natural spring bottled water
division.
Selling, General and Administrative ExpensesSG&A expenses for Fiscal 2005 were $9 million or
11.7% of net sales, as compared to $10.9 million, or 10.5% of net sales for Fiscal 2004. SG&A as a
dollar amount, decreased by $1.9 million, approximately 20%, however as a result of reduced net
sales and fixed overhead costs, SG&A increased as a percentage of net sales in Fiscal 2005.
Interest ExpenseInterest expense increased from $1.1 million for Fiscal 2004 to $1.2 million for
Fiscal 2005, an increase of $158,000 or 14.5%. This increase is attributable to increases in
interest rates and financing of equipment related to our natural spring water bottling facility.
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Income TaxesIncome tax expense was $674,571 for Fiscal 2004 as compared to a tax benefit of $1.6
million for Fiscal 2005. The decrease in tax expense resulted primarily from decreased profits, as
well as utilization of NOL carry-backs and establishing NOL carry-forwards.
RESULTS OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 2004, AS COMPARED TO THE YEAR ENDED AUGUST 31,
2003
Net Sales- Net Sales decreased from $117.2 million in Fiscal 2003 to $104 million in Fiscal 2004,
a decrease of $13.2 million, or 11.3%. The decrease resulted from lower sales of branded products.
Gross Profit Gross Profit decreased from $13.8 million in Fiscal 2003 to $13.7 in Fiscal 2004, a
decrease of $85,000 or 1%. Our gross profit percentage increased from 11.8% for Fiscal 2003 to
13.2% for Fiscal 2004. The gross profit percentage increase was primarily the result of decreased
costs associated with the shipping and storing of excess inventory. The decreased costs was due to
the consolidation of our Kearneysville, West Virginia and Greencastle Pennsylvania plants, and four
raw material storage warehouses into our 414,000 square foot leased facility in Chambersburg,
Pennsylvania.
Selling, General and Administrative ExpensesSG&A expenses for Fiscal 2004 were $10.9 million or
10.5% of net sales, as compared to $11.3 million, or 9.6% of net sales for Fiscal 2003. SG&A
increased as a percentage of net sales in Fiscal 2004, due to the rising cost of employee health
benefits, bad debt write off and advertising expense.
Interest ExpenseInterest expense decreased from $1.8 million for Fiscal 2003 to $1.1 million for
Fiscal 2004, a decrease of $705,000 or 39.4%. This decrease is attributable to the lowering of
TSTs line of credit and the sale of the California building.
Income TaxesIncome tax expense was $400,100 for Fiscal 2003 as compared to $674,571 for Fiscal
2004. The increase in tax expense resulted primarily from increased profits and the taxable gain on
the sales of the California buildings.
LIQUIDITY AND CAPITAL RESOURCES
We define liquidity as the ability to generate adequate funds to meet our operating and capital
needs. Our cash requirements are primarily for working capital, capital expenditures, and interest
and principal payments on our debt and capital lease obligations. Historically, these needs for
cash have been met by cash flows from operations and borrowings under our revolving credit
facility.
Effective June 8, 2005, TST amended its loan agreement with a commercial financial corporation to
amend the termination date from November 2005 to November 2007. The amended agreement provides for
a $15 million line of credit and an inventory sub-limit of $12 million. The amended loan, is
secured by, among other things, inventory, trade receivables, and equipment.
Available borrowings under this line of credit, which accrued interest at prime plus 0.25%, 4.25 %
and 6.5%, respectively, as of August 31, 2004 and August 31, 2005, are based upon specified
percentages of eligible accounts receivable and inventories. As of August 31, 2005, there was a
$3.5 million borrowing capacity remaining under the $15 million revolving line of credit, adequate
available capital to operate our business.
Borrowings under our line of credit decreased from $6.9 million at August 31, 2004, to $6.3 million
at August 31, 2005, a decrease of $545,000, or 8.0%. The decreased borrowing primarily resulted
from a decrease in inventory.
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Upon completion of the 34,500 foot expansion of our Itasca, Illinois building, on September 22,
2004, we consolidated the existing mortgage and the construction loan executing a five-year, $4.5
million loan with the current mortgagee of the building.
Net Cash Provided by/Used in Operating, Investing, and Financing Activities
Cash provided by our operating activities was $334,000 in Fiscal 2005 and $10.4 million for year
ended August 31, 2004. Operating cash flows in Fiscal 2005 were used primarily to finance our
operating loss in Fiscal 2005.
Cash used in investing activities was $351,000 for Fiscal 2005. Cash used in investing activities
was $1.7 million for the year ended August 31, 2004. Cash used in investing activities for Fiscal
2005 was due to expenditures for property, plant and equipment, offset by proceeds received from
the sale of the Pennsylvania facility.
Cash used in financing activities was $156,000 for Fiscal 2005. Cash used in financing activities
was $8.6 million for the year ended August 31, 2004. Cash used in financing activities for Fiscal
2005 resulted from decreased borrowings on our line of credit, and debt repayments.
Capital Expenditures
During Fiscal 2005, we incurred capital expenditures of $937,000 consisting of equipment purchases
associated with our new bottled spring water plant in the amount of $794,000 and $143,000 in
expenditures to upgrade our computer systems and hardcopy imaging operations. During the year ended
August 31, 2004, our capital expenditures were $3.7 million, consisting of equipment purchases
associated with our bottled spring water operations. We plan to make total capital expenditures of
approximately $400,000 during Fiscal 2006.
Future Liquidity
The cessation of sales of continuous business forms to key customers which decreased our
receivables; start up operations at our spring water bottling facility; and escalating freight,
fuel, and certain material costs which have not been fully passed through to our customers has
adversely impacted our liquidity and capital resources in the year ended August 31, 2005. Although
one empty building was sold in August 2005, one building remains empty and on the market to be
sold. As of the date of filing this Form 10-K, no contract is pending on this facility. Management
is contemplating the sale of another owned facility, with a possible lease- back or move to another
less expensive location. The water bottling facility is operating and we are selling water product.
Absent unforeseen circumstances these known trends and uncertainties indicates that our performance
should start improving in our fiscal 2006 year.
Based upon current levels of operations and planned improvements in our operating performance,
management believes that cash flow from operations together with the potential liquidation of our
buildings, and available borrowings under our revolving line of credit should be adequate to meet
our anticipated requirements for working capital and debt service through the end of fiscal 2006.
Such belief is based on certain assumptions, including the continuation of the state of current
operations, and there can be no assurance that such assumptions are correct. The expansion of our
operations into diversified products may require us to obtain additional capital. We anticipate
that the funds required will be generated through an increase in our revolving line of credit.
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Our current level of profitability affects our ability to obtain additional financing or react
quickly to changes in our industry. We will continue to assess our liquidity position and potential
sources of supplemental liquidity in light of our operating performance and other relevant
circumstances. Should we determine, at anytime, that it is necessary to seek additional short-term
liquidity, we will evaluate our alternatives and take appropriate steps to obtain sufficient
additional funds. There can be no assurance that any additional financing will be available if
needed, or, if available, will be on acceptable terms. We have not identified any sources of long
term liquidity.
As of August 31, 2005, we did not own derivative or other financial instruments for trading or
speculative purposes. We do not use financial instruments and, therefore, the implementation of
Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities did not have a material impact on our financial position or results of
operations.
At August 31, 2005, the Company had the following contractual obligations and other commercial
commitments*:
SUBSEQUENT EVENTS
Subsequent to the end of Fiscal 2005, the Company received notice that Companys Corporate Income
Tax Return for the fiscal year ended August 31, 2004 is going to be examined by the IRS.
IMPACT OF INFLATION
Inflation is not expected to have a significant impact on our business.
FORWARD-LOOKING STATEMENTS
Managements Discussion and Analysis of Financial Condition and the Results of Operations and other
sections of this Form 10-K contain forward-looking statements about our prospects for the future,
including but not limited to our ability to generate sufficient working capital, our ability to
continue to maintain sales to justify capital expenses, and our ability to generate additional
sales to meet business expansion. Such statements are subject to certain risks and uncertainties
which could cause actual results to differ materially from those projected, including availability
of raw materials, availability of thermal facsimile, computer, laser and color ink jet paper, to
the cyclical nature of the industry in which we operate,
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the potential of technological changes which would adversely affect the need for our products,
price fluctuations which could adversely impact the large inventory we require, loss of any
significant customer, and termination of contracts essential to our business. Parties are
cautioned not to rely on any such forward-looking statements or judgments in making investment
decisions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are not exposed to market risks such as foreign currency exchange rates, but are exposed to
risks such as variable interest rates. Market risk is the potential loss arising from adverse
changes in market prices and rates. Our subsidiaries do not have supply contracts with any of
their foreign vendors. All foreign vendors are paid in United States currency. In addition,
TSTs international sales of finished goods are insignificant. Accordingly, there are not
sufficient factors to create a material foreign exchange rate risk; therefore, we do not use
exchange commitments to minimize the negative impact of foreign currency fluctuations.
We had both fixed-rate and variable-rate debts as of February 28, 2005. The fair market value of
long-term variable interest rate debt is subject to interest rate risk. Our exposure to interest
risks is not material. Generally the fair market value of variable interest rate debt will
decrease as interest rates fall and increase as interest rates rise.
The estimated fair value of our total long-term fixed rate and floating rate debt approximates
carrying value. See Note 2 to Consolidated Financial Statements. Based upon our market risk
sensitive debt outstanding at August 31, 2005, there was no material exposure to our financial
position or results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
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ITEM 9A. CONTROLS AND PROCEDURES
The conclusions of the Companys Chief Executive Officer and Chief Financial Officer concerning the
effectiveness of the Companys disclosure controls and procedures and changes in internal controls
as of August 31, 2005 are as follows:
a) They have concluded that the Companys disclosure controls and procedures are effective in
ensuring that information required to be disclosed by the Company in the reports it files or
submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC.
b) There were no changes in the Companys internal controls during the quarter ended August 31,
2005 that have materially affected or are reasonably likely to materially affect, the Companys
internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
We have adopted a code of ethics that applies to all of our principal executive officers and senior
financial officers. This code of ethics is posted on our Website. The Internet address for our
Website is http://www.tstimpreso.com, and the code of ethics may be found as follows:
1) From our main Web page, first click on Corporate Info.
2) then click on Corporate Compliance.
Or for a mailed copy call (972) 462-0100 ext 1117.
We intend to satisfy the disclosure requirement required under Item 10 of Form 8-K regarding an
amendment to, or waiver from, a provision of this code of ethics by posting such information on our
website, at the address and location specified above.
The remaining information required by this item is incorporated herein by reference in the
Companys definitive proxy statement to be filed with the Commission not later than 120 days after
August 31, 2005.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference in the Companys
definitive proxy statement to be filed with the Commission not later than 120 days after August 31,
2005.
ITEM. 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this item is incorporated herein by reference in the Companys
definitive proxy statement to be filed with the Commission not later than 120 days after August 31,
2005.
ITEM. 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference in the Companys
definitive proxy statement to be filed with the Commission not later than 120 days after August 31,
2005.
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ITEM. 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference in the Companys
definitive proxy statement to be filed with the Commission not later than 120 days after August 31,
2005.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements:
The financial statements of the Company filed in this Annual Report on Form 10-K is listed in Item
8.
2. Financial Statement Schedules:
The financial statement schedules of the Company filed in this Annual Report on Form 10-K are
listed in the attached Index to Financial Statement Schedules.
3. Exhibits:
The exhibits required to be filed as part of this Annual Report on Form 10-K is listed in the
attached Index to Exhibits.
INDEX TO EXHIBITS
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of Impreso, Inc.:
We have audited the accompanying consolidated balance sheets of Impreso, Inc. (a Delaware
corporation) and subsidiaries as of August 31, 2005 and 2004, and the related consolidated
statements of operations, stockholders equity and cash flows for each of the three years in the
period ended August 31, 2005. These consolidated financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material
misstatement. The Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit includes
consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control or financial reporting. Accordingly,
we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements, 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 consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Impreso, Inc. and subsidiaries as of August 31, 2005
and 2004, and the results of their operations and their cash flows for each of the three years in
the period ended August 31, 2005 in conformity with accounting principles generally accepted in the
United States of America.
Blackman Kallick Bartelstein, LLP
Chicago, Illinois November 17, 2005
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IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
The accompanying notes are an integral part of the consolidated financial statements
F-3
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IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS EQUITY
The accompanying notes are an integral part of the consolidated financial statements
F-4
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IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these consolidated financial statements.
F-5
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IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
The accompanying notes are an integral part of these consolidated financial statements.
F-6
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IMPRESO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these consolidated financial statements.
F-7
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF BUSINESS:
Impreso, Inc., a Delaware corporation (referred to collectively with its subsidiaries as the
Company), is
the parent holding company of TST/Impreso, Inc. (TST), a manufacturer and distributor to dealers
and other resellers of paper and film products for commercial and home use in domestic and
international markets, Hotsheet.com, Inc., the owner and operator of the Hotsheet.com web portal,
and Alexa Springs, Inc. a natural spring water bottler. Currently, TST has one wholly owned
subsidiary, TST/Impreso of California, Inc., which was formed to support the activities of the
paper converting segment of the Companys business. For the years ended August 31, 2005, 2004 and
2003, net sales of Hotsheet.com, Inc. amounted to $172,276, $138,239, and $158,755, respectively.
For the year ended August 31, 2005, net sales of Alexa Springs, Inc. (Alexa) amounted to
$202,000. Alexa did not have sales for the years ended August 31, 2004 and 2003.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include Impreso, Inc. and the accounts of its subsidiaries.
All significant intercompany accounts and transactions with its consolidated subsidiaries have been
eliminated in consolidation.
Use of Estimates and Concentration of Credit
The preparation of consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
TST sells its paper and film products to dealers and resellers for commercial and home use. TST
reviews all existing customers financial condition periodically and monitors average days
outstanding in trade accounts receivable. Receivables are generally due 30 days from the date of
sale.
One TST customer accounted for approximately 24%, 30% and 22% of gross sales, and 28%, 34% and 26%
of accounts receivable for the years ended August 31, 2005, 2004 and 2003, respectively. Beginning
in August 2004, this major customer substantially decreased purchasing certain products. The
reduction of future sales to this customer is expected to approximate $20 million annually.
Management believes that this reduction in sales has materially adversely affected our financial
position, results of operations and cash flows in Fiscal 2005.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or
less to be cash equivalents.
Accounts Receivable (doubtful accounts) Reserves
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company provides for losses on accounts receivable based upon their current status, historical
experience and managements evaluation of existing economic conditions. Significant changes in
customer profitability or general economic conditions may have a significant effect on the
Companys allowance for
doubtful accounts.
Inventories
Inventories are stated at the lower of cost, on a first-in, first-out basis, or market, and include
material, labor and factory overhead.
Valuation allowances for slow moving, obsolete products, or bad (damaged) products are based on
historical experience, acquisition activities and analysis of inventory on hand. The Company
evaluates and, if necessary, adjusts these allowances quarterly.
Property, Plant and Equipment
Property, plant and equipment are stated at acquisition or construction cost. Expenditures
for maintenance, repairs and improvements that do not extend the useful lives of assets are charged
to appropriate expense accounts in the year incurred. Upon disposition of an asset, cost and
accumulated depreciation are removed from the accounts, and any gain or loss is included in
the results of operations. Depreciation is computed on the straight-line basis using the
estimated useful lives of the respective assets: five years for furniture and fixtures, seven years
for equipment and thirty years for buildings.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under the asset and
liability method, the Company recognizes deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement carrying amounts and the
tax basis of existing assets and liabilities.
Revenue Recognition
TST records sales of hardcopy imaging and bottled water products when products are shipped to
customers. Our revenue recognition policy complies with the required four revenue recognition
criteria: our customers purchase orders or on line authorizations and our order acknowledgments
include the terms of the sale and are binding on the customer, persuasive evidence that a
transaction exits; delivery has occurred, as risk of loss of the product has passed to the
customer; The purchase orders, on line authorizations and order acknowledgments make our price to
our customer fixed or determinable; finally, we assess the likelihood of collecting credit accounts
prior to revenue recognition and are reasonably assured the sales are collectible due to our credit
policies and collection methods. The Company reserves against doubtful accounts based upon
historical experience and managements evaluation of existing economic conditions. Consistent
monitoring of the accounts receivable allows us to determine if an accounts collection is becoming
compromised. We reinvestigate delinquent customers to see if there may be a slow pay trend or
economic condition affecting this customer. Subsequent to this inquiry, we evaluate our doubtful
account allowance and, if the information reflects additional exposure, we increase our allowance
accordingly.
Hotsheet.com, Inc. generates its revenue by click through fee advertising revenues and commissions
earned.
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Click through fees are generated when traffic is sent from the Hotsheet.com website, via a
link, to a vendors website. Commissions are generated when the linked traffic makes purchases. The
revenue is recognized upon receipt, which at this time does not differ significantly from accrual
basis.
Rebates, Advertising Allowances and Independent Sales Commissions
The Company accrues for rebates and advertising allowances paid to certain customers and
commissions
paid to independent sales representatives, based on specific contractual agreements. These
accruals are calculated based upon the volume of purchases by customers and sales by independent
sales representatives, which are adjusted monthly to reflect increases and decreases. Advertising
allowances provided to our customers must be used for advertising of our products and services and
may not be used for any other purposes.
The 2003 consolidated financial statements reflect the reclassification of customer rebates to
sales from cost of sales in the amount of $3,237,913. The 2003 consolidated financial statements
reflect the reclassification of sales commissions and advertising discounts to selling, general and
administrative expenses from cost of sales in the amount of $1,085,068.
Advertising
Advertising costs are expensed as incurred. Advertising costs were approximately $1.1 million,
$2.2 million, and $1.8 million for the years ended August 31, 2005, 2004 and 2003, respectively,
and are included in selling, general and administrative expenses in the accompanying consolidated
financial statements.
Other (Income) Expense, Net
Other (income) expense, net, consists primarily of billboard lease income at the Itasca, Illinois
facility, minority interest expense, and settlement of legal
contingencies.
Cash Flow Information
Cash paid for interest during fiscal years 2005, 2004 and 2003 was $1.2 million, $1.1 million and
$1.8 million, respectively.
Cash paid for income taxes during fiscal years 2005, 2004 and 2003 was $56,000, $1,010,639 and
$801,377, respectively.
Stock Based Compensation
In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based Compensation, which
requires entities to measure compensation costs related to awards of stock-based compensation using
either the fair value method or the intrinsic value method. Under the fair value method,
compensation expense is measured as of the grant date based on the fair value of the award. Under
the intrinsic value method, compensation is equal to the excess, if any, of the quoted market price
of the stock at the grant date over the amount the employee must pay to acquire the stock. Entities
electing to measure compensation costs using the intrinsic value method must make pro forma
disclosures of net income and earnings per share as if the fair value method had been applied.
The Company accounts for the Incentive Stock Option Plan under the recognition and measurement
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based compensation costs are reflected in net income, as all options
granted under those plans had an exercise price equal to the market value of the underlying common
stock on the date of grant. The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of FASB Statement No.
123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
In determining the pro forma stock compensation expense, the fair value of each option grant is
estimated on the date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants in Fiscal 2005, 2004 and 2003, respectively: expected
volatility of 58%, 70.5% and 80%; risk-free interest rate of 3.73%, 3.10% and 5.23%; expected lives
of five years; and no expected dividends.
Net Income Per Share
Basic net income per share is based on the weighted-average number of common shares outstanding.
Common share equivalents have not been included in the computation of diluted net income per share
to the extent that they are anti-dilutive. Excluded from the computation of diluted net income per
share are options to purchase 331,695, 324,700 and 377,200 shares of common stock as of August 31,
2005, 2004 and 2003, respectively. These options were excluded because the option exercise price
was greater than the average market price of the common stock. Dilutive common share equivalents
did not have a material effect on the income per share calculation.
Disclosures about Fair Value of Financial Instruments
In accordance with SFAS No.107, Disclosures About Fair Value of Financial Instruments, the
following
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
methods and assumptions were used to estimate the fair value of each class of financial
instruments for which it is practicable to estimate that value:
Cash and cash equivalents, accounts receivable, investments, accounts payable and long-term debt -
the carrying amount approximates fair value.
New Financial Accounting Pronouncements
In January 2003, the FASB issued Interpretation 46 (FIN 46), Consolidation of Variable Interest
Entities, an Interpretation of ARB 51, which expands upon and strengthens existing accounting
guidance concerning when a company should include in its financial statements the assets,
liabilities and activities of another entity. A variable interest entity (VIE) does not share
economic risk and reward through typical equity ownership arrangements; instead, contractual or
other relationships distribute economic risks and
rewards among equity holders and other parties. Once an entity is determined to be a VIE, the
party with the controlling financial interest, the primary beneficiary, is required to consolidate
it. FIN 46 also requires disclosures about VIEs that the Company is not required to consolidate
but in which it has a significant variable interest. The adoption of this statement did not have a
material impact on the Companys consolidated financial statement.
In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R,
Share-Based Payment (SFAS 123R). Under this new standard, companies will no longer be able to
account for share-based compensation transactions using the intrinsic method in accordance with APB
25. Instead, companies will be required to account for such transactions using a fair-value based
method and to recognize the expense over the service period. SFAS 123R allows for several
alternative transition methods. On April 14, 2005, the Securities and Exchange Commission announced
the adoption of a rule that defers the required effective date of SFAS 123R for registrants to the
beginning of the first fiscal year beginning after June 15, 2005. Accordingly the Company will
implement this new standard in the first quarter of its fiscal year 2006.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs (SFAS 151), an amendment
of ARB No. 43, Chapter 4. SFAS 151 clarifies the accounting for abnormal amounts of idle facility
expense, freight, handling costs and wasted material. SFAS 151 is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The Company does not believe the
adoption of SFAS 151 will have a material effect on its consolidated financial position, results of
operations or cash flows.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assetsan amendment of
APB Opinion No. 29 (FAS 153). The guidance in APB Opinion No. 29, Accounting for Non-monetary
Transactions (APB 29) , is based on the principle that exchanges of non-monetary assets should be
measured based on the fair value of the assets exchanged. However, the guidance in APB 29 included
certain exceptions to that principle. FAS 153 amends APB 29 to eliminate the exception for
non-monetary exchanges of similar productive assets and replaces it with a general exception for
exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has
commercial substance if the future cash flows of the entity are expected to change significantly as
a result of the exchange. The adoption of FAS 153 did not have a material impact on the Companys
consolidated financial statements.
On March 29, 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
No. 107 (SAB 107) regarding the Staffs interpretation of SFAS 123(R). This interpretation
expresses the views of the Staff regarding the interaction between SFAS 123(R) and certain SEC
rules and regulations and provides the Staffs views regarding the valuation of share-based payment
arrangements by public
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
companies. In particular, this SAB provides guidance related to share-based
payment transactions with non-employees, the transition from nonpublic to public entity status,
valuation methods, the accounting for certain redeemable financial instruments issued under
share-based payment arrangements, the classification of compensation expense, non-GAAP financial
measures, first-time adoption of SFAS 123(R) in an interim period, capitalization of compensation
cost related to share-based payment arrangements, the accounting for income tax effects of
share-based payment arrangements upon adoption of SFAS 123(R), the modification of employee share
options prior to adoption of SFAS 123(R) and disclosures in Managements Discussion and Analysis
subsequent to adoption of SFAS 123(R). The Company will adopt SAB 107 in connection with its
adoption of SFAS 123(R). The Company has not determined the impact, if any, that this statement
will have on its consolidated financial position or results of operations.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
3. INVENTORIES:
Inventories consisted of the following:
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment are comprised of the following:
Accumulated depreciation on equipment under capital lease was $245,198 as of August 31, 2005.
5. ACCOUNTING FOR LONG-LIVED ASSETS:
In the year ended August 31, 2005, the Company ceased depreciating its Kearneysville, West Virginia
and
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Greencastle, Pennsylvania buildings and building improvements and reclassified the net book
value of the land, building and building improvements in the amount of $2.1 million to assets held
for sale. On August 31, 2005, the Company sold the Greencastle, Pennsylvania facility which reduced
the amount of assets held for sale to $1.3 million. A contract on the West Virginia buildings was
terminated prior to close in accordance with its provisions. The West Virginia buildings remain on
the market to be sold.
The Company has determined the plan of sale criteria in the statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets has been met.
Accordingly, the assets held for sale are classified as current and are carried at the lower of
their carrying or fair value, less costs to sell. There were no write downs of inventory as a
result of this valuation.
6. EXTINGUISHMENT OF DEBT:
TST was a defendant in a suit filed in Fiscal 2003 for the collection of sums due under two
promissory notes. The liability of $577,145 was included on the Companys balance sheet. TST
asserted various
defenses and the parties settled. TST has completed all payments associated with the settlement and
recorded a gain on extinguishment of debt in the amount of $489,645. See Footnote 7.
7. LONG-TERM DEBT AND LINE OF CREDIT:
The following is a summary of long-term debt and line of credit:
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Prepetition amount listed above represents the renegotiated amounts and terms under the 1993 plan
of reorganization.
In June 2005, the Company amended its line of credit to extend the termination date from November
2005 to November 2007. The amended revolving credit line is limited to the lesser of $15 million or
a percentage of eligible trade accounts receivable and inventories, as defined. The remaining
availability under the revolving credit line was $3.5 million as of August 31, 2005.
The line of credit, as amended, has a restrictive covenant requiring the maintenance of a minimum
tangible
net worth, as defined in the agreement. For the period ended August 31, 2005, the Company was not
in compliance with this covenant and received a waiver from the lender.
One of the notes payable contains restrictive covenants on current and debt to worth ratios, and
the payment of cash dividends. As of August 31, 2005, the Company was in compliance with these
covenants. Future maturities of long-term debt, other than capital leases, which includes
borrowings under the line of credit, at August 31, 2005, are as follows:
The following is a schedule by year of future minimum lease payments under a capital lease together
with the present value of the net minimum lease payments as of August 31, 2005:
8. REAL ESTATE AND EQUIPMENT LEASE AGREEMENTS:
TST is obligated under real estate and equipment operating leases, which expire at various dates
through 2017. Rental expenses under these leases were $1.2 million, $1 million, and $0.5 million
for the years ended August 31, 2005, 2004 and 2003, respectively. Related party rental expense
under long term real estate lease for the years ended August 31, 2005, 2004 and 2003 were $44,190,
$0 and $0, respectively. These expenses do not include the in-out public warehouse charges, which
are assessed on each box or pallet as it is brought into and out of the warehouse. Future annual
minimum lease payments as of August 31, 2005, are as follows:
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In April 2004, the Company sold its two adjacent buildings in Fontana, California to an unrelated
party as
part of a sales-leaseback transaction. The transaction has been accounted for as a sale, although
the gain associated with the sale has been deferred in accordance with sales-leaseback accounting
and is being amortized over 60 months, which represents the life of each of the lease agreements.
Both leases have annual rent escalations based upon a formula utilizing the Consumer Price Index
and are capped each year at 1.75%, which gives the Company an option to renew under substantially
the same terms and conditions for a period of 2, 3 or 5 years. The rent associated with the
California buildings is recognized as it is incurred, rather than on a straight line basis, due to
the immaterial impact on our consolidated financial statements.
Another of the Companys material lease agreements is for the Chambersburg, Pennsylvania plant. The
essential provisions of this real estate lease are a term of thirteen years, beginning in March
2004, with an option to renew for an additional seven; and rent escalations at the beginning of
years 6, 11, 14 and 16, in defined amounts. This lease has been accounted for on a straight-line
basis.
On December 1, 2004, the Company executed a real estate lease with Alexa Springs Water Company, for
the facility located in Mt. Ida, Arkansas. The ten year lease runs concurrently with a water supply
agreement on the land and buildings, which house the springs. Both of these agreements have an
automatic renewal of second ten year terms if not terminated in accordance with the agreements.
The other essential provision of this real estate lease is a landlord option to increase the rent
three times in each ten year term, with each escalation not to exceed 10%. See Footnotes 12 and 17.
9. COMMITMENTS AND CONTINGENCIES:
Legal-
On September 18, 2002, TST filed a lawsuit against a vendor in the United States District Court for
the Northern District of Texas Dallas Division. TSTs general claim is that the vendor breached a
Distributor Agreement entered into with TST in several material respects, including the vendors
late delivery of paper products, the vendors delivery of defective product, and the vendors
failure to properly credit TSTs accounts based upon these and other alleged breaches. The vendor
responded to TSTs demand by generally denying TSTs claims and asserting a counterclaim seeking to
recover disputed accounts receivable and damages related to TSTs alleged interference with the
vendors relationship with its lender. Jurisdictional issues required that the suit be re-filed in
Texas State Court. The Trial is set for May 2006.
On November 5, 2003, the Company discovered that the Companys payroll administrator was
fraudulently diverting Company funds into her personal bank accounts. The investigation revealed a
loss of approximately $627,000 over a period starting in September 2000 until October 2003. In
November 2004, the Company and the insurer at the time the loss was discovered executed a partial
settlement without waiving each partys rights to proceed to suit or defend on the balance of the
Companys losses.
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Management believes recent legal developments could be persuasive in litigating
different interpretations of defined terms within the policy, and therefore recovering the balance
of up to $500,000 of the Companys claim as filed with the Insurer. The fraudulently diverted
funds were recorded in the Registrants consolidated financial statements for fiscal years ended
August 31, 2001, 2002 and 2003, as salary expense. Partial reimbursement from the insurance company
and the embezzler is recorded as a separate line item under operating loss, embezzlement recovery,
for the year ended August 31, 2005. In August 2005, we filed suit in Dallas County to pursue our
claims against potentially liable parties for losses incurred. The parties are currently conducting
discovery.
In April 2004, TST filed a lawsuit in the 68th judicial district Dallas County
against a former outside sales
representative, alleging breach of fiduciary duty, tortious interference with existing and
prospective business
relations, and civil conspiracy. The lawsuit seeks to enforce the duties of loyalty owed to TST by
its sales
agent. The defendant filed a counter claim alleging business disparagement and tortious
interference with
existing and prospective business relations. Trial is set for April 2006.
On July 9, 2004, TST received a preference claim demand from the Trustee of the estate of a
former
customer in the amount of $1.2 million. On June 2, 2005, TST was served with the preference
lawsuit. The
suit is based upon a gross preference demand and the Company believes subsequent to a full
preference
analysis and the Companys utilization of various defenses, any resulting liability should be
lowered to a
materially reduced amount.
The Companys Corporate Income Tax Returns for the fiscal years ending August 31, 2001, 2002, and
2003, were under examination by the Internal Revenue Service (IRS). The IRS had proposed
adjustments to the fiscal years under examination. The matter was sent to the Appeals Division of
the IRS, who has indicated they will concede all issues and no adjustments will be made to those
fiscal years under examination. Subsequent to the end of Fiscal 2005, the Company received notice
that the Companys Corporate Income Tax Return for the fiscal year ended August 31, 2004 is going
to be examined by the IRS.
In June 2005, TST was served with a preference lawsuit from the Trustee of the estate of a
former customer
in the amount of approximately $194,000. The suit is based upon a gross preference demand and
the
Company believes subsequent to a full preference analysis and the Companys utilization of various
defenses, any resulting liability should be lowered to a materially reduced amount.
In June 2005, a shareholder filed an action in the Court of Chancery of the state of Delaware
seeking the books and records of the Company. We responded to the suit, executed an appropriate
confidentiality agreement, and allowed the shareholder access to the requested documentation.
TSTs Significant Contracts-
In April 1997, TST entered into a non-exclusive Trademark Licensing Agreement with International
Business Machines Corporation (IBM) to manufacture and distribute certain selected products
carrying the IBM logo. In March 1999, the Company extended its agreement with IBM from a four year
contract with two one-year automatic renewals, to a six year contract with two one-year automatic
renewals. In September 2003, the agreement was extended until April 2007. On December 1, 2004 TST
and IBM terminated the Trademark Licensing Agreement.
In February 2002, TST entered into a trademark licensing agreement with Binney & Smith Properties,
Inc., the owner of the Crayola trademark. The original agreement expired on February 28, 2004, and
was amended to extend through December 31, 2004 and expired on that date.
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. INCOME TAXES:
The Company utilizes SFAS No. 109, Accounting for Income Taxes, which requires among other
things, an asset and liability approach for financial accounting and reporting of income taxes.
Significant components of deferred income taxes as of August 31, 2005 and 2004, were as follows:
The Companys NOL carry-forward will begin to expire in the year 2025. The Companys effective tax
rate was different than the statutory federal income tax rate for the years ended August 31, 2005,
2004 and 2003, as follows:
11. SEGMENT ANALYSIS:
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information establishes
standards for reporting information about operating segments. Our operations are segregated into
operating segments according to product category. Under this standard, as of August 31, 2005, we
had two reportable operating segments: hardcopy imaging products and natural spring bottled water
products. We evaluate the performance of each segment using pre-tax income or loss from continuing
operations. The table below presents information as to our net sales, operating earnings and total
assets for all reportable segments.
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. RELATED PARTIES:
The Sorokwasz Irrevocable Trust, whose trustee is Marshall Sorokwasz, the President of the Company,
and the Senior Vice President of the Company own 44.2% and 14.9% of the outstanding shares of
common stock as of August 31, 2005 and 2004.
A company controlled by the spouse of the Companys President serves as both a customer of and
vendor to the Company. Sales to this related company were $484,003, $751,216 and $802,784 for the
years ended August 31, 2005, 2004, and 2003, respectively. Purchases from the related company
totaled $214,767, $315,808 and $265,749 for the years ended August 31, 2005, 2004 and 2003,
respectively. In the opinion of management, these transactions were consummated on terms
equivalent to those that would prevail in arms-length transactions. Accounts receivable balances
as of year end related to this company were $28,233, $64,071 and $76,914 for 2005, 2004 and 2003,
respectively. For the years ended 2005, 2004 and 2003, the accounts payable balances to the
related company were $4,218, $6,552 and $7,531, respectively.
Effective December 1, 2004, the Board authorized the President to execute a long term real estate
lease and water supply agreement with a related party entity, Alexa Springs Water Company, a
company owned by the President and Senior Vice President. See Footnotes 8 and 11 .
Under the ten year water supply contract we executed with Alexa Springs Water Company, we must
purchase all of the production of the springs. We also executed a ten year lease that runs
concurrently with the water supply agreement on the land and buildings, approximately 34,200 square
feet, which house the springs. Both of these agreements have an automatic renewal of second ten
year terms if not terminated in accordance with the agreements.
13. STOCK OPTIONS:
The Company sponsors a stock option plan (the Plan) for certain employees and directors of the
Company. There are 400,000 shares of common stock reserved for grants of options under the Plan.
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Options are granted at the sole discretion of the Stock Option Committee of the Board of
Directors of the Company. The outstanding options generally vest ratably at various dates through
2015 at an exercise price of not less than the fair market value at the grant date. The options
expire 10 years after the grant date.
In addition, the Company granted outside of the Plan options to purchase 196,000 shares of Common
Stock to employees in the fiscal years ended August 31, 1999-2001. The option shares vested
ratably over two years at various dates through 2003 at an exercise price of not less than fair
market value at the grant date. These options expire five years after the grant date.
The following tables summarize information about stock options outstanding as of August 31, 2005.
Options Outstanding
Options Exercisable
The fair value of options granted during the years ended August 31, 2005, 2004 and 2003, calculated
using the Black-Scholes option-pricing model, was approximately $2,500 ($0.84 per share); $4,000
($1.39 per share) and $10,500 ($1.42 per share), respectively. Exercisable options total 416,700,
416,200 and 457,700 shares as of August 31, 2005, 2004 and 2003, respectively. These options are
exercisable at a weighted-average exercise price of $4.56, $4.59 and $4.52, as of August 31, 2005,
2004 and 2003, respectively.
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes stock option activity:
14. EMPLOYEE 401(k) PLAN:
TST has an employee 401(k) plan (the Plan) administered by a national brokerage firm.
Administrative fees associated with the Plan are funded by the Plan. TSTs contribution is
discretionary. In Fiscal 2005, TST did not match participating employees contributions to their
Plan accounts. Contributions by TST were $2,951 and $35,176 for the years ended August 31, 2004 and
2003, respectively.
15. NON-CASH ACTIVITY:
During 2004, the Company financed real estate improvements by issuing debt in the amount of
$1,395,411. During Fiscal 2005, the Company paid $695,073 of debt with the proceeds received from
the sale of a building.
16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
The following tabulation presents selected results of operations for the years ended August 31,
2005 and 2004:
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IMPRESO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In the quarter ended February 28, 2005, the Company wrote off $180,000 of trade receivables and
received $216,000 as part of a settlement with a customer for cost, freight, and quantity variances
for the period of January 1, 2000 through December 31, 2002.
17. SUBSEQUENT EVENTS:
Subsequent to the end of Fiscal 2005, the Company received notice that the Companys Corporate
Income Tax Return for the fiscal year ended August 31, 2004 is going to be examined by the IRS.
In October 2005, as part of the cost reduction/savings plan, the Company applied the proceeds of a
Letter of Credit, collateral on the lease for the Alexa Springs, Inc. equipment, to reduce the
outstanding balance on the lease thereby reducing the monthly payment by approximately $10,000 per
month (See Footnote 8). In addition, starting on January 1, 2006, the Company leased a portion of
its Chambersburg facility to a subtenant for a period of one year, at an annual rental rate of
$206,000.
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INDEX TO FINANCIAL STATEMENT SCHEDULES
S-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON SUPPLEMENTAL INFORMATION To the Stockholders of Impreso, Inc.:
We have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements of Impreso, Inc. and subsidiaries as of
August 31, 2005, which are included in this Form 10-K and have issued our report thereon dated
November 17, 2005. Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole of Impreso, Inc. and subsidiaries as of August
31, 2005 and 2004, and for each of the three years in the period ended August 31, 2005. The 2005,
2004 and 2003 information listed in the index to consolidated financial statement schedules is the
responsibility of the Companys management and is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not a required part of the basic consolidated
financial statements. Such information has been subjected to the auditing procedures applied in the
audit of the basic 2005, 2004 and 2003 consolidated financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic consolidated financial statements
taken as a whole.
Blackman Kallick Bartelstein, LLP
Chicago, Illinois November 17, 2005 S-2
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SCHEDULE II
IMPRESO, INC. AND SUBSIDIARIES (a)
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED AUGUST 31, 2005, 2004, AND 2003
S-3
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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.
Dated: December 14, 2005
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.
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