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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number 1-16449
IMAGISTICS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 06-1611068
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
100 OAKVIEW DRIVE
TRUMBULL, CONNECTICUT 06611
(Address of Principal Executive Offices) (Zip Code)
(203) 365-7000
(Registrant's telephone number, including area code)
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 X No__
Number of shares of Imagistics Common Stock, par value $ .01, outstanding as of
July 31, 2002: 18,725,401
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IMAGISTICS INTERNATIONAL INC.
INDEX
PART I - FINANCIAL INFORMATION..................................................................................................3
ITEM 1. FINANCIAL STATEMENTS..............................................................................................3
Consolidated Income Statements for the three and six months ended June 30, 2002 and 2001 (Unaudited).....................3
Consolidated Balance Sheets as of June 30, 2002 (Unaudited) and December 31, 2001........................................4
Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001 (Unaudited)........................5
Notes to Consolidated Financial Statements...............................................................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS....................................................................................................12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................................................19
PART II - OTHER INFORMATION....................................................................................................20
ITEM 1. LEGAL PROCEEDINGS................................................................................................20
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS........................................................................20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................................................20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................................................21
Page 2 of 23
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IMAGISTICS INTERNATIONAL INC.
CONSOLIDATED INCOME STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------------- -------------------------------
2002 2001 2002 2001
-------------- -------------- -------------- --------------
Revenue:
Sales $ 79,775 $ 79,105 $ 155,564 $ 151,043
Rentals 57,612 57,836 114,867 115,630
Support services 20,904 20,912 43,021 42,346
-------------- -------------- -------------- --------------
Total revenue 158,291 157,853 313,452 309,019
Cost of sales 48,592 50,784 97,808 96,217
Cost of rentals 21,557 23,711 43,455 46,311
Selling, service and administrative expenses 78,882 74,482 154,335 139,762
-------------- -------------- -------------- --------------
Earnings before interest and taxes 9,260 8,876 17,854 26,729
Interest expense 1,989 2,984 4,189 5,848
-------------- -------------- -------------- --------------
Income before income taxes 7,271 5,892 13,665 20,881
Provision for income taxes 2,890 2,397 5,428 8,287
-------------- -------------- -------------- --------------
Net income $ 4,381 $ 3,495 $ 8,237 $ 12,594
============== ============== ============== ==============
Earnings per share:
Basic $ 0.23 $ 0.18 $ 0.43 $ 0.65
============== ============== ============== ==============
Diluted $ 0.22 $ 0.18 $ 0.42 $ 0.65
============== ============== ============== ==============
Shares used in computing earnings per share:
Basic 19,116,493 19,463,007 19,270,061 19,463,007
============== ============== ============== ==============
Diluted 19,637,033 19,479,121 19,728,307 19,479,121
============== ============== ============== ==============
See Notes to Consolidated Financial Statements
Page 3 of 23
IMAGISTICS INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
JUNE 30, DECEMBER 31,
2002 2001
------------- ----------------
(UNAUDITED)
ASSETS
Current assets:
Cash $ 28,308 $ 18,844
Accounts receivable, less allowances of $7,462 and $6,188 at
June 30, 2002 and December 31, 2001, respectively 123,320 131,057
Inventories 122,920 135,157
Current deferred taxes on income 15,484 14,825
Other current assets and prepaid expenses 3,552 3,975
------------- ----------------
Total current assets 293,584 303,858
Property, plant and equipment, net 35,369 30,814
Rental equipment, net 101,493 113,924
Goodwill, net of amortization of $4,855 at
June 30, 2002 and December 31, 2001 52,600 52,600
Other assets 6,633 7,632
------------- ----------------
Total assets $ 489,679 $ 508,828
============= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 830 $ 1,000
Accounts payable and accrued liabilities 80,463 65,922
Advance billings 28,016 29,376
------------- ----------------
Total current liabilities 109,309 96,298
Long-term debt 81,713 116,000
Deferred taxes on income 16,346 9,161
Other liabilities 1,866 1,930
------------- ----------------
Total liabilities $ 209,234 $ 223,389
Commitments and contingencies - -
Stockholders' equity:
Preferred stock ($1.00 par value; 10,000,000 shares authorized,
none outstanding at June 30, 2002 and December 31, 2001) - -
Common stock ($0.01 par value; 150,000,000 shares authorized,
19,123,097 and 19,463,007 outstanding at June 30, 2002
and December 31, 2001, respectively) 198 195
Additional paid in capital 294,159 289,517
Retained earnings (deficit) 6,316 (1,921)
Treasury stock, at cost (690,160 shares at June 30, 2002
and none at December 31, 2001) (12,509) -
Unearned compensation (3,890) -
Accumulated other comprehensive loss (3,829) (2,352)
------------- ----------------
Total stockholders' equity 280,445 285,439
------------- ----------------
Total liabilities and stockholders' equity $ 489,679 $ 508,828
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See Notes to Consolidated Financial Statements
Page 4 of 23
IMAGISTICS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
-------------------------------
2002 2001
------------- --------------
Cash flows from operating activities:
Net income $ 8,237 $ 12,594
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 40,286 39,234
Accounts receivable write-offs 3,019 4,382
Provision for inventory obsolescence 7,292 12,839
Deferred taxes on income 6,527 1,235
Change in assets and liabilities, net of acquisitions:
Accounts receivable 4,718 7,096
Inventories 4,945 (9,820)
Other current assets and prepaid expenses 424 (4,339)
Accounts payable and accrued liabilities 14,539 (5,160)
Advance billings (1,360) (584)
Other, net 179 (398)
------------- --------------
Net cash provided by operating activities 88,806 57,079
Cash flows from investing activities:
Expenditures for fixed assets (32,411) (35,031)
Other investing activities - (3,150)
------------- --------------
Net cash used in investing activities (32,411) (38,181)
Cash flows from financing activities:
Due to Pitney Bowes - (3,535)
Advances to Pitney Bowes - (13,988)
Exercised stock options 35 -
Purchase of treasury stock (12,509) -
Repayment under Term Loan (17,457) -
Repayment under Revolving Credit Facility (17,000) -
------------- --------------
Net cash used in financing activities (46,931) (17,523)
------------- --------------
Increase in cash 9,464 1,375
Cash at beginning of period 18,844 3,100
------------- --------------
Cash at end of period $ 28,308 $ 4,475
============= ==============
See Notes to Consolidated Financial Statements
Page 5 of 23
IMAGISTICS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT AS OTHERWISE INDICATED)
(UNAUDITED)
1. BACKGROUND AND BASIS OF PRESENTATION
Background. The unaudited interim consolidated financial statements of
Imagistics International Inc. ("Imagistics" or the "Company") have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the Securities and Exchange
Commission ("SEC") and, in the opinion of the Company, include all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
results of operations, financial position and cash flows as of and for the
periods presented.
The Company believes that the disclosures contained in the unaudited
interim consolidated financial statements are adequate to keep the information
presented from being misleading. The results for the three and six months ended
June 30, 2002 are not necessarily indicative of the results for the full year.
These unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's latest Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the SEC on March 28, 2002.
On December 11, 2000, the board of directors of Pitney Bowes Inc. ("Pitney
Bowes") initiated a plan to spin-off substantially all of its office systems
businesses to its stockholders as an independent publicly traded company. On
December 3, 2001, Imagistics was spun off from Pitney Bowes pursuant to a
contribution by Pitney Bowes of substantially all of its office systems
businesses to the Company and a distribution of the stock of the Company to
stockholders of Pitney Bowes based on a distribution ratio of 1 share of
Imagistics stock for every 12.5 shares of Pitney Bowes stock held at the close
of business on November 19, 2001 (the "Distribution").
Imagistics is a large direct sales, service and marketing organization
offering document imaging solutions, including copiers, facsimile machines and
multi-functional products, primarily to large corporate and government
customers, as well as to mid-sized and regional businesses. In addition, the
Company offers a range of copier and multi-functional product document imaging
options including digital, analog, color and/or networked products and systems.
The Company was incorporated in Delaware on February 28, 2001 as Pitney
Bowes Office Systems, Inc., a wholly owned subsidiary of Pitney Bowes. On that
date, 100 shares of the Company's common stock, par value $.01 per share, were
authorized, issued and outstanding. On October 12, 2001, the Company changed its
name to Imagistics International Inc. At the Distribution, the Company's
authorized capital stock consisted of 10,000,000 shares of preferred stock, par
value $1.00 per share and 150,000,000 shares of common stock, par value $.01 per
share. The Company issued 19,463,007 shares of common stock in connection with
the Distribution described above.
Pitney Bowes has received a tax ruling from the Internal Revenue Service
stating that, subject to certain representations, the Distribution qualifies as
tax-free to Pitney Bowes and its stockholders for United States federal income
tax purposes.
Basis of presentation. The consolidated financial statements include
certain historical assets, liabilities and related operations of the United
States and United Kingdom office systems businesses, which were contributed to
the Company from Pitney Bowes prior to the Distribution. Accordingly, the
consolidated financial statements prior to December 3, 2001 were derived from
the financial statements and accounting records of Pitney Bowes using the
historical results of operations and historical basis of assets and liabilities
of the United States and United Kingdom office systems businesses. Prior to the
formation of the Company, the office systems business was operated as a division
of Pitney Bowes. The Company began accumulating retained earnings on December 3,
2001, the date of the Distribution. Management believes the assumptions
underlying the consolidated financial statements are reasonable. However, the
consolidated financial statements included herein may not necessarily reflect
the Company's financial position, results of operations and cash flows in the
future or what its financial position, results of operations and cash flows
would have been had the Company operated as a stand-alone entity in prior
periods.
Page 6 of 23
2. GOODWILL AND GOODWILL AMORTIZATION
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets",
which requires that goodwill and certain other intangible assets having
indefinite lives no longer be amortized to earnings, but instead be subject to
periodic testing for impairment. The Company has completed a transitional review
of its goodwill for impairment and, as a result, determined that its recorded
goodwill was not impaired.
For the three and six month periods ended June 30, 2001, goodwill
amortization amounted to $0.4 million and $0.7 million, respectively. If the
Company had adopted SFAS 142 at the beginning of fiscal 2001 and discontinued
goodwill amortization, net income and income per common share on a pro forma
basis would have been as follows:
-----------------------------------------
PRO FORMA
-----------------------------------------
THREE MONTHS SIX MONTHS
ENDED JUNE ENDED JUNE 30,
2001 2001
------------------ --------------------
Net income $ 3,703 $ 13,022
Income per common share
Basic $ 0.19 $ 0.67
Diluted $ 0.19 $ 0.67
The carrying value of goodwill of $52.6 million as of June 30, 2002 is
attributable to the United States geographic segment.
3. SUPPLEMENTAL INFORMATION
Inventories
Inventories consist of the following:
JUNE 30, DECEMBER 31,
2002 2001
---------------- ----------------
Supplies and service parts $ 43,351 $ 58,580
Finished products 79,569 76,577
---------------- ----------------
Total inventories $ 122,920 $ 135,157
================ ================
Fixed assets
Fixed assets consist of the following:
JUNE 30, DECEMBER 31,
2002 2001
---------------- ----------------
Land $ 1,356 $ 1,356
Buildings and leasehold improvements 9,903 9,515
Machinery and equipment 46,985 39,854
---------------- ----------------
Property, plant and equipment, gross 58,244 50,725
Accumulated depreciation (22,875) (19,911)
---------------- ----------------
Property, plant and equipment, net $ 35,369 $ 30,814
================ ================
Rental equipment, gross $ 377,802 $ 378,391
Accumulated depreciation (276,309) (264,467)
---------------- ----------------
Rental equipment, net $ 101,493 $ 113,924
================ ================
Depreciation expense was $20.2 million and $40.3 million for the three and
six months ended June 30, 2002, respectively, and $19.9 million and $38.5
million for the three and six months ended June 30, 2001, respectively.
Page 7 of 23
Current liabilities
Accounts payable and accrued liabilities consist of the following:
JUNE 30, DECEMBER 31,
2002 2001
----------------- -----------------
Accounts payable $ 28,293 $ 22,679
Accrued salaries, wages and commissions 7,292 6,447
Other non-income taxes payable 7,538 7,566
Miscellaneous accrued liabilities 37,340 29,230
----------------- -----------------
Accounts payable and accrued liabilities $ 80,463 $ 65,922
================= =================
Comprehensive income
Comprehensive income consists of the following:
THREE MONTHS ENDED SIX MONTHS ENDED,
JUNE 30, JUNE 30,
--------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net income $ 4,381 $ 3,495 $ 8,237 $ 12,594
Translation adjustment 436 (306) 291 13
Unrealized loss on cash flow hedges (2,110) - (1,767) -
----------- ----------- ----------- -----------
Comprehensive income $ 2,707 $ 3,189 $ 6,761 $ 12,607
=========== =========== =========== ===========
The Company has interest rate swap agreements designated as cash flow
hedges. At December 31, 2001 and March 31, 2002, the Company recorded an asset
of $301 and $644, respectively for the fair market value of the interest rate
swap agreements. At June 30, 2002, the Company recorded a liability of $1,466
for the fair market value of the interest rate swap agreements. The unrealized
loss was included in accumulated other comprehensive loss in stockholders'
equity.
Cash flow information
Cash paid for income taxes was $1,487 and cash paid for interest was $1,811
for the six months ended June 30, 2002.
Page 8 of 23
4. BUSINESS SEGMENT INFORMATION
Geographic information. The Company operates in two reportable segments
based on geographic area: the United States and the United Kingdom. Revenues are
attributed to geographic regions based on where the revenues are derived.
Identifiable long-lived assets in the United States at June 30, 2002 and
December 31, 2001 include goodwill of $52.6 million.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues:
United States:
Sales $ 76,953 $ 76,328 $149,723 $ 144,811
Rentals 56,024 56,162 111,529 112,227
Support services 20,311 20,473 41,768 41,550
---------- ---------- ---------- -----------
Total United States revenues $153,288 $152,963 $303,020 $ 298,588
---------- ---------- ---------- -----------
United Kingdom:
Sales $ 2,822 $ 2,777 $ 5,841 $ 6,232
Rentals 1,588 1,674 3,338 3,403
Support services 593 439 1,253 796
---------- ---------- ---------- -----------
Total United Kingdom revenues 5,003 4,890 10,432 10,431
---------- ---------- ---------- -----------
Total revenues $158,291 $157,853 $313,452 $ 309,019
========== ========== ========== ===========
Income before income taxes:
United States $ 6,549 $ 8,439 $ 12,097 $ 22,602
United Kingdom 722 (2,547) 1,568 (1,721)
---------- ---------- ---------- -----------
Total income before income taxes $ 7,271 $ 5,892 $ 13,665 $ 20,881
========== ========== ========== ===========
Revenues from Pitney Bowes, substantially all of which are generated in the
United States segment, were approximately $35.4 million and $69.2 million during
the three and six months ended June 30, 2002 and $27.9 million and $52.6 million
during the three and six months ended June 30, 2001. Of the 2002 revenues from
Pitney Bowes, approximately $20.5 million and $42.7 million of equipment was
sold to Pitney Bowes Credit Corporation ("PBCC") for lease to the end user and
approximately $14.9 million and $26.5 million of equipment, supplies and
services were sold to other Pitney Bowes subsidiaries for the three and six
months ended June 30, respectively. In 2001, approximately $24.1 million and
$43.7 million of equipment was sold to PBCC and approximately $3.8 million and
$8.9 million of equipment, supplies and services were sold to other Pitney Bowes
subsidiaries during the three and six month periods ended June 30, respectively.
No other single customer or controlled group represents 10% or more of the
Company's revenues.
JUNE 30, DECEMBER 31,
2002 2001
-------------- ----------------
Identifiable long-lived assets
United States $ 191,197 $ 199,837
United Kingdom 4,898 5,133
-------------- ----------------
Total identifiable long-lived assets $ 196,095 $ 204,970
============== ================
Total assets
United States $ 466,995 $ 488,861
United Kingdom 22,684 19,967
-------------- ----------------
Total assets $ 489,679 $ 508,828
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Page 9 of 23
Concentrations. Concentrations of credit risk with respect to accounts
receivable are limited due to the large number of customers and relatively small
account balances within the majority of the Company's customer base, and their
dispersion across different businesses. The Company periodically evaluates the
financial strength of its customers and believes that its credit risk exposure
is limited.
Most of the Company's product purchases are from overseas vendors, the
majority of which are from a limited number of Japanese suppliers. Although the
Company currently sources products from a number of manufacturers throughout the
world, a significant portion of new copier equipment is currently obtained from
one supplier. If this supplier were unable to deliver products for a significant
period of time, the Company would be required to find replacement products from
an alternative supplier or suppliers, which may not be available on a timely or
cost effective basis. The Company's operating results could be adversely
affected if its significant supplier is unable to deliver sufficient product.
5. EARNINGS PER SHARE CALCULATION
Basic earnings per share was calculated by dividing net income available to
common stockholders by the weighted average number of common shares outstanding
during the period. Since the Distribution was not effective until December 3,
2001, the weighted average number of common shares outstanding for periods prior
to the Distribution was assumed to be the number of shares issued in the
Distribution.
A reconciliation of the basic and diluted earnings per share computation is
as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net income available to common stockholders $ 4,381 $ 3,495 $ 8,237 $ 12,594
============ ============ ============ ============
Weighted average common shares outstanding 19,457,695 19,463,007 19,595,523 19,463,007
Less: Non-vested restricted stock 341,202 - 325,462 -
------------ ------------ ------------ ------------
Weighted average common shares for basic earnings per share 19,116,493 19,463,007 19,270,061 19,463,007
Add: Dilutive effect of restricted stock 341,202 - 325,462 -
Add: Dilutive effect of stock options 179,338 16,114 132,784 16,114
------------ ------------ ------------ ------------
Weighted average common shares and equivalents
for diluted earnings per share 19,637,033 19,479,121 19,728,307 19,479,121
============ =========== =========== ============
Basic earnings per share $ 0.23 $ 0.18 $ 0.43 $ 0.65
Diluted earnings per share $ 0.22 $ 0.18 $ 0.42 $ 0.65
6. LONG-TERM DEBT
Long-term debt consists of the following:
JUNE 30, DECEMBER 31,
2002 2001
-------------- ---------------
Revolving Credit Facility $ - $ 17,000
Term Loan 82,543 100,000
-------------- ---------------
Total debt 82,543 117,000
Less: current maturities 830 1,000
-------------- ---------------
Total long-term debt $ 81,713 $ 116,000
============== ===============
On March 19, 2002, the Credit Agreement was amended to increase the total
amount of the Company's stock permitted to be repurchased from $20 million to
$30 million. On July 19, 2002, the Credit Agreement was further amended to
increase the total amount of the Company's stock permitted to be repurchased
from $30 million to $58 million and to reduce Term Loan interest rates to the
LIBOR rate plus a margin of from 2.75% to 3.75%, depending on our leverage
ratio, or the Fleet Bank base lending rate plus a margin of from 1.75% to 2.75%,
depending on our leverage ratio.
Page 10 of 23
7. COMMITMENTS AND CONTINGENCIES
Legal matters. In connection with the Distribution, the Company agreed to
assume all liabilities associated with the Company's business, and to indemnify
Pitney Bowes for all claims relating to the Company's business, including
lawsuits relating to the Company's business. In the normal course of business,
the Company and Pitney Bowes have been named as a party to occasional lawsuits
relating to the Company's business. These lawsuits and other claims may involve
disputes relating to, among other things, contractual rights under vendor,
insurance or other contracts, intellectual property or patent rights, equipment,
service or payment disputes with customers and disputes with employees.
In connection with the Distribution, liabilities were transferred to the
Company for matters where Pitney Bowes was a plaintiff or a defendant in
lawsuits, relating to the business or products of the Company. The Company has
not recorded liabilities for loss contingencies since the ultimate resolutions
of the legal matters cannot be determined and a minimum cost or amount of loss
cannot be reasonably estimated. In the opinion of the Company's management, none
of these proceedings, individually or in the aggregate, should have a material
adverse effect on the Company's financial position, results of operations or
cash flows.
Risks and uncertainties. The Company has a limited history operating as an
independent entity, may be unable to make the changes necessary to operate
successfully as a stand-alone entity, or may incur greater costs as a
stand-alone entity that may cause the Company's profitability to decline. Prior
to the Distribution, the Company's business was operated by Pitney Bowes as a
segment of its broader corporate organization rather than as a separate
stand-alone entity. Pitney Bowes assisted the Company by providing corporate
functions such as legal and tax functions. Following the Distribution, Pitney
Bowes has no obligation to provide assistance to the Company other than the
interim and transitional services that will be provided by Pitney Bowes. Because
the Company's business has not previously been operated as a stand-alone entity,
there can be no assurance that the Company will be able to successfully
implement the changes necessary to operate independently or will not incur
additional costs as a result of operating independently. Each of these events
would cause the Company's profitability to decline.
8. SEPARATION AGREEMENTS
The Company and Pitney Bowes entered into a transition services agreement
that provides for Pitney Bowes to provide certain services to the Company, on a
transitional basis. These services include information technology, computing,
telecommunications, accounting, field service of equipment and dispatch call
center services. The Company will pay Pitney Bowes for its costs for the
services provided, including a proportionate share of its overhead, if
applicable, computed in accordance with Pitney Bowes' internal charge back
practices. For the three and six months ended June 30, 2002, the Company paid
Pitney Bowes $5.0 million and $12.2 million respectively, in connection with the
transition services agreement.
The Company also entered into certain other agreements covering
intellectual property, commercial relationships and leases and licensing
arrangements. The pricing terms of the products and services covered by the
other commercial agreements reflect negotiated prices.
The Company and Pitney Bowes entered into a tax separation agreement, which
governs the Company's and Pitney Bowes' respective rights, responsibilities and
obligations after the Distribution with respect to taxes for the periods ending
on or before the Distribution. In addition, the tax separation agreement
generally obligates the Company not to enter into any transaction that would
adversely affect the tax-free nature of the Distribution for the two-year period
following the Distribution, and obligates the Company to indemnify Pitney Bowes
and affiliates to the extent that any action the Company takes or fails to take
gives rise to a tax liability with respect to the Distribution.
Page 11 of 23
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the audited
consolidated financial statements and the notes thereto, included in the
Company's latest Annual Report on Form 10-K for the year ended December 31, 2001
filed with the Securities and Exchange Commission on March 28, 2002, as well as
the unaudited consolidated financial statements and notes thereto included
elsewhere in this Quarterly Report on Form 10-Q. This Management's Discussion
and Analysis of Financial Condition and Results of Operations contains
forward-looking statements that involve risks and uncertainties. Please see
"Risk Factors That Could Cause Results To Vary" and "Special Note About
Forward-Looking Statements" for a discussion of the uncertainties, risks and
assumptions associated with these statements. Our actual results could differ
materially from those forward-looking statements discussed in this section. For
the purposes of the following discussion, unless the context otherwise requires,
"Imagistics International Inc.," "Imagistics," and "the Company" refer to
Imagistics International Inc. and subsidiary.
The unaudited consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") and, in the opinion of the Company, include all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
results of operations, financial position and cash flows as of and for the
periods presented. The Company believes that the disclosures contained in the
unaudited consolidated financial statements are adequate to keep the information
presented from being misleading. The results for the three and six months ended
June 30, 2002 are not necessarily indicative of the results for the full year.
OVERVIEW
Imagistics is a large direct sales, service and marketing organization
offering document imaging solutions, including copiers, facsimile machines and
multifunctional products, primarily to large corporate and government customers
known as national accounts, as well as to mid-size and regional businesses known
as commercial accounts. In addition, we offer a range of copier and
multi-functional product document imaging options, including digital, analog,
color and/or networked products and systems.
Our strategy is to become the leading independent provider of enterprise
office imaging and document solutions by leveraging our product and marketplace
strengths in customer support to drive customer loyalty. Our goal is also to
achieve operational excellence and benchmark productivity and to pursue
opportunistic expansion and investments.
REVENUES
(Dollars in thousands)
The following table shows our revenue sources by product line for the
periods indicated.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Copier product line $ 87,997 $ 89,168 $ 174,967 $ 172,752
Facsimile product line 62,396 67,723 125,047 134,420
Sales to Pitney Bowes Canada 7,898 962 13,438 1,847
------------ ------------ ------------ ------------
Total revenue $ 158,291 $ 157,853 $ 313,452 $ 309,019
============ ============ ============ ============
The following table shows our revenue sources by segment for the periods
indicated.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
United States $ 153,288 $ 152,963 $ 303,020 $ 298,588
United Kingdom 5,003 4,890 10,432 10,431
------------ ------------ ------------ ------------
Total revenue $ 158,291 $ 157,853 $ 313,452 $ 309,019
============ ============ ============ ============
Page 12 of 23
The following table shows the growth rates by revenue type and product line
for the three and six months ended June 30, 2002 compared with the same period
in the prior year.
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 2002 ENDED JUNE 30, 2002
------------------------ -----------------------
Sales
Copier products (0.1%) 5.0%
Facsimile products 2.7% (0.6%)
Total sales 0.8% 3.0%
Rentals
Copier products 8.6% 7.7%
Facsimile products (5.2%) (5.1%)
Total rentals (0.4%) (0.7%)
Support services - % 1.6%
Total revenue 0.3% 1.4%
RESULTS OF OPERATIONS
The following table shows our statement of income data, expressed as a
percentage of total revenue, for the periods indicated. The table also shows
cost of sales as a percentage of sales revenue and cost of rentals as a
percentage of rental revenue:
AS A % OF TOTAL REVENUE, EXCEPT AS NOTED, FOR THE
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Revenue:
Sales 50.4 % 50.1 % 49.6 % 48.9 %
Rentals 36.4 36.7 36.7 37.4
Support services 13.2 13.2 13.7 13.7
--------- --------- --------- ---------
Total revenue 100.0 100.0 100.0 100.0
Cost of sales 30.7 32.2 31.2 31.1
Cost of rentals 13.7 15.0 13.9 15.0
Selling, service and administrative 49.8 47.2 49.2 45.2
--------- --------- --------- ---------
Earnings before interest and taxes 5.8 5.6 5.7 8.7
Interest expense 1.2 1.9 1.3 1.9
--------- --------- --------- ---------
Income before income taxes 4.6 3.7 4.4 6.8
Provision for income taxes 1.8 1.5 1.8 2.7
--------- --------- --------- ---------
Net income 2.8 % 2.2 % 2.6 % 4.1 %
--------- --------- --------- ---------
Cost of sales as a percentage of sales revenue
Including Pitney Bowes Canada 60.9 % 64.2 % 62.9 % 63.7 %
========= ========= ========= =========
Excluding Pitney Bowes Canada 57.1 % 63.9 % 59.7 % 63.4 %
========= ========= ========= =========
Excluding Inventory Obsolescence and
Pitney Bowes Canada 52.2 % 53.9 % 54.6 % 54.8 %
========= ========= ========= =========
Cost of rentals as a percentage of rental revenue 37.4 % 41.0 % 37.8 % 40.1 %
========= ========= ========= =========
Effective tax rate 39.7 % 40.7 % 39.7 % 39.7 %
========= ========= ========= =========
Page 13 of 23
THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
Revenue. For the three months ended June 30, 2002, total revenue of
$158,291 increased slightly versus revenue of $157,853 for the three months
ended June 30, 2001 reflecting higher sales revenue, partially offset by lower
rental revenue. The increase in revenue is attributable to sales to Pitney Bowes
Canada pursuant to a reseller agreement between the Company and Pitney Bowes
Canada that became effective upon the Distribution. Excluding the impact of
sales to Pitney Bowes Canada, total revenue declined 4% versus the prior year.
Equipment and supply sales revenue of $79,775 increased 1% for the three
months ended June 30, 2002 from $79,105 for the three months ended June 30,
2001. Excluding the impact of sales to Pitney Bowes Canada, total sales revenue
declined 8% compared with the prior year. Total copier sales revenue declined 6%
due to lower equipment and supply sales. Total facsimile sales revenue declined
12% on reduced equipment and supply sales.
Equipment rental revenue of $57,612 for the three months ended June 30,
2002 was down slightly versus equipment rental revenue of $57,836 for the three
months ended June 30, 2001, reflecting a decline in facsimile rental revenues
partially offset by an increase in copier rental revenues resulting from a
continuing copier marketing focus on national accounts, which prefer a rental
placement strategy similar to that of our facsimile product placement strategy.
We continued to implement this strategic shift in our copier systems product
line by increasing the focus on renting our copiers, responding to a need for
financing flexibility in the national account marketplace. Rental revenue
derived from our copier product line increased 9% reflecting growth in the
overall installed rental population as well as the impact of increased
placements of our high-end digital products. Rental revenue from our facsimile
product line declined 5% versus the prior year reflecting lower pricing and a
lower installed base.
Support services revenue for the three months ended June 30, 2002 of
$20,904, primarily derived from stand-alone service contracts, was flat versus
support services revenue of $20,912 for the three months ended June 30, 2001,
reflecting lower copier equipment sales offset by improved contract pricing.
Cost of sales. Cost of sales was $48,592 for the three months ended June
30, 2002 compared with $50,784 in the same period in 2001 and as a percentage of
sales revenue declined to 60.9% from 64.2%. This decline resulted from lower
product costs and lower provisions for obsolete inventory. The provision for
obsolete inventory declined $4,321, of which $2,934 is attributable to the
United Kingdom geographic segment and $1,387 is attributable to the United
States geographic segment. Excluding the provision for obsolete inventory and
sales to Pitney Bowes Canada, cost of sales as a percentage of revenue declined
1.7 percentage points.
Cost of rentals. Cost of rentals was $21,557 for the three months ended
June 30, 2002 compared with $23,711 for the three months ended June 30, 2001 and
as a percentage of rental revenue declined 3.6 percentage points to 37.4% for
the three months ended June 30, 2002 from 41.0% for the three months ended June
30, 2001. This decline was due to the impact of our disciplined focus on
improving profit margins coupled with product cost improvements, partially
offset by an increase in the mix of copier and multifunctional product rentals,
which have a higher cost as a percentage of rental revenue than facsimile
machines.
Selling, service and administrative expenses. Selling, service and
administrative expenses of $78,882 were 49.8% of total revenue for the three
months ended June 30, 2002 compared with $74,482, or 47.2% of total revenue for
the three months ended June 30, 2001. Selling, service and administrative
expenses increased 6% versus prior year reflecting increased finance and
administrative costs associated with becoming an independent public company, the
expenditures for Enterprise Resource Planning ("ERP") technology designed to
improve operational efficiency and deliver higher levels of customer support and
service and the initial advertising expense associated with the beginning of a
brand name awareness campaign, partially offset by the impact of fewer
employees. Of the $4,400 increase in selling, service and administrative
expenses, United States geographic segment expenses increased $4,568, while
United Kingdom geographic segment expenses declined $168. Field sales and
service operating expenses are included in selling, service and administrative
expenses because no meaningful allocation of these expenses to cost of sales,
cost of rentals or cost of support services is practicable.
Earnings before interest and taxes. Earnings before interest and taxes was
$9,260 or 5.8% of total revenue for the three months ended June 30, 2002
compared with $8,876 or 5.6% of total revenue for the three months ended June
30, 2001.
Interest expense. Interest expense was $1,989 for the three months ended
June 30, 2002 compared with $2,984 for the three months ended June 30, 2001,
primarily as a result of lower debt levels. Prior to the Distribution, we
participated in Pitney Bowes' centralized cash management program, which was
used to finance our operations and interest expense for the three months ended
June 30, 2001 represents an allocation from Pitney Bowes based upon the
proportion of our net assets to Pitney Bowes' net assets. The Pitney Bowes
weighted average borrowing rate for the three months ended June 30, 2001 was
6.6%. The weighted average interest rate for the three months ended June 30,
2002 was 7.6%.
Page 14 of 23
Effective tax rate. Our effective tax rate was 39.7% for the three months
ended June 30, 2002 compared with 40.7% for the three months ended June 30,
2001. For the three months ended June 30, 2001, our income was included in the
Pitney Bowes consolidated income tax returns and income tax expense was
calculated as if Imagistics and Pitney Bowes filed separate income tax returns.
SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
Revenue. For the six months ended June 30, 2002, total revenue of $313,452
increased 1% versus revenue for the six months ended June 30, 2001 of $309,019
reflecting higher sales and support service revenue, partially offset by lower
rental revenue. The increase in revenue is attributable to sales to Pitney Bowes
Canada pursuant to the reseller agreement. Excluding the impact of sales to
Pitney Bowes Canada, total revenue declined 2% versus the prior year.
Equipment and supply sales revenue increased 3% to $155,564 for the six
months ended June 30, 2002 from $151,043 for the six months ended June 30, 2001.
Excluding the impact of sales to Pitney Bowes Canada, total sales revenue
declined 5% compared with the prior year. Total copier sales revenue declined 2%
due to lower equipment and supply sales. Total facsimile sales revenue declined
10% on reduced equipment and supply sales.
Equipment rental revenue declined 1% to $114,867 for the six months ended
June 30, 2002 from $115,630 for the six months ended June 30, 2001, reflecting a
decline in facsimile rental revenue largely offset by an increase in copier
rental revenue associated with the continuing copier marketing focus on national
account placements. Rental revenue derived from our copier product line
increased 8% reflecting growth in the overall installed rental population as
well as the impact of increased placements of our high-end digital products.
Rental revenue from our facsimile product line declined 5% versus the prior year
reflecting primarily lower pricing and a lower installed base.
Support services revenue, primarily derived from stand-alone service
contracts, increased 2% to $43,021 for the six months ended June 30, 2002 from
$42,346 for the six months ended June 30, 2001, reflecting improved contract
pricing.
Cost of sales. Cost of sales was $97,808 for the six months ended June 30,
2002 compared with $96,217 in the same period in 2001 and as a percentage of
sales revenue declined to 62.9% from 63.7%. This decline resulted from product
cost reductions as well as lower provisions for obsolete inventory. The
provision for obsolete inventory declined $5,547, of which $2,744 is
attributable to the United Kingdom geographic segment and $2,803 is attributable
to the United States geographic segment. Excluding the provision for obsolete
inventory and sales to Pitney Bowes Canada, cost of sales as a percentage of
revenue declined 0.2 percentage points.
Cost of rentals. Cost of rentals was $43,455 for the six months ended June
30, 2002 compared with $46,311 for the six months ended June 30, 2001 and as a
percentage of rental revenue declined 2.3 percentage points to 37.8% for the six
months ended June 30, 2002 from 40.1% for the six months ended June 30, 2001.
This decline was due to the impact of our disciplined focus on improving profit
margins coupled with product cost improvements, partially offset by an increase
in the mix of copier and multifunctional product rentals, which have a higher
cost as a percentage of rental revenue than facsimile machines.
Selling, service and administrative expenses. Selling, service and
administrative expenses of $154,335 were 49.2% of total revenue for the six
months ended June 30, 2002 compared with $139,762, or 45.2% of total revenue for
the six months ended June 30, 2001. Selling, service and administrative expenses
increased 10% versus prior year reflecting increased finance and administrative
costs associated with becoming an independent public company, the expenditures
for ERP technology and the initial advertising expenditures associated with a
brand awareness campaign, partially offset by the impact of fewer employees. Of
the $14,573 increase in selling, service and administrative expenses, United
States geographic segment expenses increased $14,774 while United Kingdom
geographic segment expenses declined $201. Field sales and service operating
expenses are included in selling, service and administrative expenses because no
meaningful allocation of these expenses to cost of sales, cost of rentals or
cost of support services is practicable.
Earnings before interest and taxes. Earnings before interest and taxes was
$17,854 or 5.7% of total revenue for the six months ended June 30, 2002 compared
with $26,729 or 8.7% of total revenue for the six months ended June 30, 2001.
Interest expense. Interest expense was $4,189 for the six months ended June
30, 2002 compared with $5,848 for the six months ended June 30, 2001 primarily
as a result of lower debt levels. Prior to the Distribution, we participated in
Pitney Bowes' centralized cash management program, which was used to finance our
operations. Interest expense for the six months ended June 30, 2001 represents
an allocation from Pitney Bowes based upon the proportion of our net assets to
Pitney Bowes' net assets. The Pitney Bowes weighted average borrowing rate for
the six months ended June 30, 2001 was 6.7%. The weighted average interest rate
for the six months ended June 30, 2002 was 7.1%.
Page 15 of 23
Effective tax rate. Our effective tax rate was 39.7% for the six months
ended June 30, 2002 and 2001. For the six months ended June 30, 2001, our income
was included in the Pitney Bowes consolidated income tax returns and income tax
expense was calculated as if Imagistics and Pitney Bowes filed separate income
tax returns.
LIQUIDITY AND CAPITAL RESOURCES
On November 9, 2001 the Company entered into a Credit Agreement with a
group of lenders (the "Credit Agreement"). The Credit Agreement provides for
secured borrowings or the issuance of letters of credit in an aggregate amount
not to exceed $225 million and is comprised of a $125 million Revolving Credit
Facility (the "Revolving Credit Facility") and a $100 million Term Loan (the
"Term Loan"). The term of the Revolving Credit Facility is five years and the
term of the Term Loan is six years. The original borrowings of $100 million
under the Term Loan was payable in 20 consecutive equal quarterly installments
of $0.3 million due March 31, 2002 through December 31, 2006, three consecutive
equal quarterly installments of $23.8 million due March 31, 2007 through
September 30, 2007 and a final payment of $23.8 million due at maturity. Our
Credit Agreement received a BB+ rating from Standard & Poors and a rating of Ba3
from Moody's Investor Services.
We have pledged substantially all of our assets plus 65% of the stock of
our subsidiary as security for our obligations under the Credit Agreement.
Available borrowings and letter of credit issuance under the Revolving Credit
Facility are determined by a borrowing base consisting of a percentage of our
eligible accounts receivable, inventory, rental assets and accrued and advance
billings, less outstanding borrowings under the Term Loan.
The Credit Agreement contains financial covenants that require the
maintenance of minimum earnings before interest, taxes, depreciation and
amortization and a maximum leverage ratio, as well as other covenants, which,
among other things, place limits on dividend payments and capital expenditures.
On March 19, 2002, we amended the Credit Agreement to increase the total amount
of our stock permitted to be repurchased from $20 million to $30 million. We
entered into a second amendment to the Credit Agreement on July 19, 2002 (the
"Second Amendment") that increased the amount of our stock permitted to be
repurchased from $30 million to $58 million. The Credit Agreement allows us to
make acquisitions up to an aggregate consideration of $30 million. At June 30,
2002, we were in compliance with all financial covenants and expect to continue
to be in compliance with these covenants.
Amounts borrowed under the Revolving Credit Facility bear interest at
variable rates based, at our option, on either the LIBOR rate plus a margin of
from 2.25% to 3.00%, depending on our leverage ratio, or the Fleet Bank base
lending rate plus a margin of from 1.25% to 2.00%, depending on our leverage
ratio. Amounts borrowed under the Term Loan, as amended by the Second Amendment,
bear interest at variable rates based, at our option, on either the LIBOR rate
plus a margin of from 2.75% to 3.75%, depending on our leverage ratio, or the
Fleet Bank base lending rate plus a margin of from 1.75% to 2.75%, depending on
our leverage ratio. A commitment fee of from 0.375% to 0.500%, depending on our
leverage ratio, on the average daily unused portion of the Revolving Credit
Facility is payable quarterly, in arrears. During the quarter ended June 30,
2002, prior to the effectiveness of the Second Amendment, the interest rate on
our Term Loan was LIBOR plus 3.50%.
The Credit Agreement requires us to manage our interest rate risk with
respect to at least 50% of the aggregate principal amount of the Term Loan for a
period of at least 36 months. Accordingly, we entered into two interest rate
swap agreements to convert the variable interest rate payable on the Term Loan
to a fixed interest rate in order to hedge the exposure to variability in
expected future cash flows. At June 30, 2002, we were party to two interest rate
swap agreements in notional amounts of $50 million and $30 million that expire
in February 2005. These interest rate swap agreements have been designated as
cash flow hedges. The counterparties to the interest rate swap agreements are
major international financial institutions. We monitor the credit quality of
these financial institutions and do not anticipate any losses as a result of
counterparty non-performance. Under the terms of the swap agreements, we will
receive payments based upon the 90-day LIBOR rate and will remit payments based
upon a fixed rate. The fixed interest rates are 4.165% and 4.320% for the $50
million and the $30 million swap agreements, respectively. The fair value of the
swap agreements at June 30, 2002 was a loss of $1.5 million which was recorded
in other liabilities. The unrealized loss was included in accumulated other
comprehensive loss in stockholders' equity. The interest rate swap agreements
were 100% effective for the three and six months ended June 30, 2002.
Our initial borrowings of $150 million under the Credit Agreement,
consisting of $100 million under the Term Loan and $50 million under the
Revolving Credit Facility, were used to repay amounts due to Pitney Bowes and to
pay a dividend to Pitney Bowes. At June 30, 2002, approximately $83 million of
borrowings were outstanding under the Credit Agreement, consisting solely of
borrowings under the Term Loan. Based upon the borrowing base at June 30, 2002,
the full amount of the Revolving Credit Facility is available for borrowing.
Historically, our cash flow has been positive as a result of our high
percentage of recurring revenues, particularly our rental revenues, and we
expect our cash flow to remain positive.
Page 16 of 23
Net cash provided by operating activities was $88,806 and $57,079 for the
six months ended June 30, 2002 and 2001, respectively. Net income was $8,237 and
$12,594, respectively. Depreciation and amortization was $40,286 and $39,234,
respectively. Accounts receivable write-offs were $3,019 and $4,382 for the six
months ended June 30, 2002 and 2001, respectively. The provision for inventory
obsolescence was $7,292 and $12,839 for the six months ended June 30, 2002 and
2001, respectively. For the six months ended June 30, 2002, deferred taxes on
income provided cash of $6,527. Decreases in accounts receivable provided cash
of $4,718 and $7,096 for the six months ended June 30, 2002 and 2001,
respectively. A decrease in inventory provided cash of $4,945 for the six months
ended June 30, 2002. Cash was required to support an increase in inventory of
$9,820 for the six months ended June 30, 2001. An increase in accounts payable
and accrued liabilities for the six months ended June 30, 2002 provided cash of
$14,539. For the six months ended June 30, 2001, $5,160 was used to fund
decreases in accounts payable and accrued liabilities.
We used $32,411 and $38,181 in investing activities for the six months
ended June 30, 2002 and 2001, respectively. Investment in rental equipment
assets totaled $24,700 and $31,200 for the six months ended June 30, 2002 and
2001, respectively. Capital expenditures for property, plant and equipment were
$7,711, and $3,831 for the six months ended June 30, 2002 and 2001,
respectively. Investment in ERP accounted for $5,800 of the capital expenditures
for the six months ended June 30, 2002.
Cash used in financing activities was $46,931 for the six months ended June
30, 2002 reflecting repayments under the Revolving Credit Facility and Term Loan
and the repurchase of outstanding stock. As a result of repayments, the
remaining outstanding borrowings under the Term Loan at June 30, 2002 are
payable in 18 consecutive equal quarterly installments of $0.2 million due
September 30, 2002 through December 31, 2006, three consecutive equal quarterly
installments of $19.7 million due March 31, 2007 through September 30, 2007 and
a final payment of $19.7 million due at maturity. On March 27, 2002, we began
repurchasing our stock under the $30 million stock buy back program previously
approved by the Board of Directors and, as of June 30, 2002, accumulated
approximately 690 thousand shares of treasury stock at a cost of $12,509. We
intend to actively repurchase our stock in the third quarter. Cash used in
financing activities in 2001 reflects decreases in amounts due to Pitney Bowes
for corporate allocations and other intercompany charges.
The ratio of current assets to current liabilities declined to 2.7 to 1 at
June 30, 2002 compared with 3.2 to 1 at December 31, 2001 due to reductions in
accounts receivable and inventory and an increase in accounts payable and
accrued liabilities. At June 30, 2002 our total debt as a percentage of total
capitalization declined to 23% from 29% at December 31, 2001 due to debt
repayment offset in part by treasury stock repurchases.
We had no material commitments other than supply agreements with vendors
that extend only to equipment ordered under purchase orders; there are no
long-term purchase requirements. We will continue to make additional investments
in facilities, rental equipment, computer equipment and systems and our
distribution network as required to support our revenue growth. We anticipate
investments in rental equipment assets for new and replacement programs in
amounts consistent with prior years. We estimate that we will spend
approximately $35 million to $40 million over the next 18-24 months to enhance
our information systems infrastructure and implement our ERP system.
Our cash flow from operations, together with borrowings under the Credit
Agreement, are expected to adequately finance our ordinary operating cash
requirements and capital expenditures for the foreseeable future. We expect to
fund further expansion and long-term growth primarily with cash flows from
operations, borrowings under the Credit Agreement and possible future sales of
additional equity or debt securities.
RISK FACTORS THAT COULD CAUSE RESULTS TO VARY
Risk Factors Relating to Separating Our Company From Pitney Bowes
We have only recently been operating as an independent entity and may be
unable to make the changes necessary to operate effectively as a stand-alone
entity or may incur greater costs as a stand-alone entity causing our
profitability to decline.
Prior to the Distribution our business was operated as part of Pitney
Bowes' broader corporate organization rather than as a stand-alone company. We
are in the process of creating our own, or engaging third parties to provide,
systems and business functions to replace many of the systems and business
functions historically provided by Pitney Bowes. In particular, we need to have
our own information technology and enterprise resource planning systems in place
in order to operate our business without interruption. We may not be successful
in implementing these systems and other business functions or in transitioning
our data from Pitney Bowes' systems. If we are unable to effectively implement
our own systems and business functions or if these services are more costly than
anticipated, our business could be adversely affected.
Page 17 pf 23
Pitney Bowes has been and is expected to continue to be a significant
customer. For the three and six months ended June 30, 2002, revenues from Pitney
Bowes, exclusive of equipment sales to PBCC for lease to the end user, accounted
for 9.4% and 8.5% of our total revenue, respectively. However, no assurance can
be given that Pitney Bowes will continue to purchase our products and services.
In connection with the Distribution, Imagistics and Pitney Bowes entered
into a non-exclusive intellectual property agreement that allows us to operate
under the "Pitney Bowes" brand name for a term of up to two years after the
Distribution. However, this agreement may be terminated if we or Pitney Bowes
elect to terminate the non-competition obligations contained in the distribution
agreement. In 2002, we began introducing products under the "Imagistics" brand
name and we may be required to expend substantial resources to establish our new
brand name. Brand name recognition is an important part of our overall business
strategy and we cannot assure you that customers will maintain the same level of
interest in our products when we are no longer associated with Pitney Bowes.
Risk Factors Relating to Our Business
The document imaging and management industry is undergoing an evolution in
product offerings, moving toward the use of digital and color technology in a
multi-functional office environment. Our continued success will depend to a
great extent on our ability to respond to this rapidly changing environment by
developing new options and document imaging solutions for our customers.
The proliferation of e-mail, multi-functional printers and other
technologies in the workplace may lead to a reduction in the use of traditional
copiers and fax machines. We cannot anticipate whether other technological
advancements will substantially minimize the need for our products in the
future. Many of our rental customers have contract provisions allowing for
technology and product upgrades during the term of their contract. If we have
priced these upgrades improperly, this may have an adverse effect on our
profitability and future business. If many of our customers exercise their
contractual rights to upgrade to digital equipment, we may experience returns of
a large number of analog machines and a subsequent loss of book value on these
machines.
The document imaging solutions industry is very competitive: we may be
unable to compete favorably, causing us to lose sales to our competitors. Our
future success depends, in part, on our ability to deliver enhanced products and
service packages while also offering competitive price levels.
We rely on outside suppliers to manufacture the products that we
distribute, many of whom are located in the Far East. In addition, one
manufacturer supplies a significant portion of our new copier equipment. If
these manufacturers discontinue their products or are unable to deliver us
products in the future or if political changes, economic disruptions or natural
disasters occur where their production facilities are located, we will be forced
to identify an alternative supplier for the product. Although we are confident
that we can identify alternate sources of supply, we may not be successful in
doing so. Even if we are successful, the replacement product may be more
expensive or may lack certain features of the discontinued product and we will
experience some delay in obtaining the product. These events would cause
disruption to our customers. Any of these events could have an adverse effect on
our business.
Much of our international business is transacted in local currency.
Currently, less than 40% of our total new product, supplies and parts purchases,
based on costs, are denominated in yen. We do not currently utilize any form of
derivative financial instruments to manage our exchange rate risk. We manage our
foreign exchange risk by attempting to pass through to our customers any cost
increases related to foreign currency exchange. However, no assurance can be
given that we will be successful in passing cost increases through to our
customers in the future.
A substantial majority of our new equipment is produced in China. Products
produced in China are not currently eligible for inclusion on the Federal
Government Services Administration ("GSA") Schedule. Inclusion on the GSA
Schedule is often required before federal government and other state and local
governmental customers will consider these products for rental or purchase. If
products produced in China are not approved for listing on the GSA Schedule, our
ability to maintain our business with these governmental customers could be
impaired.
Governmental contracts typically contain provisions permitting the governmental
customers to terminate the contract if funds for such contracts are not
appropriated by the applicable legislative body. In addition, many of our rental
agreements with governmental customers and certain other customers contain
provisions allowing early termination in whole or in part. Historically there
has not been a significant number of contract terminations, however, we can
provide no assurance that our business will not be adversely affected by early
rental contract terminations.
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
Statements contained in this discussion and elsewhere in this report that
are not purely historical are forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, and are based on
management's beliefs, certain assumptions and current expectations. These
statements may be identified by their use of forward-looking terminology such as
the words "expects", "projects", "anticipates", "intends" and other similar
words. Such forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected. The
forward-looking statements contained herein are made as of the date hereof and
we do not undertake any obligation to update any forward-looking statements,
whether as a result of future events, new information or otherwise.
Page 18 of 23
RECENT ACCOUNTING PRONOUNCEMENTS
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations." SFAS No. 143 requires the recognition of an asset
retirement obligation when an entity incurs a legal obligation associated with
the retirement of a tangible long-lived asset and the amount of the liability
can be reasonably estimated. We will adopt SFAS No. 143 on January 1, 2003. We
are currently assessing the effect, if any, SFAS No. 143 may have on our
financial position, results of operations, or cash flows.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and of Long-Lived
Assets to be Disposed of" and establishes accounting and reporting standards for
long-lived assets, excluding goodwill, to be used, held for sale or disposed of
other than by sale. SFAS No. 144 requires an entity to recognize an impairment
loss in an amount equal to the difference between the carrying amount of the
long-lived asset and its fair value if the carrying amount of the asset is not
recoverable from undiscounted cash flows. We adopted SFAS No. 144 effective
January 1, 2002. The adoption of this accounting standard did not have a
material impact on our consolidated financial position, results of operations,
or cash flows.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 updates, clarifies and simplifies existing accounting
pronouncements. As a result of rescinding SFAS No. 4 and SFAS No. 64, the
criteria in Accounting Principles Bulletin No. 30 will be used to classify gains
and losses from extinguishment of debt. We will adopt SFAS No. 145 on January 1,
2003. The adoption of SFAS No. 145 will not have a material impact on our
financial position, results of operations, or cash flows.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 provides guidance on
the recognition and measurement of liabilities associated with disposal
activities. We will adopt SFAS No. 146 on January 1, 2003. We are currently
assessing the effect, if any, SFAS No. 146 may have on our financial position,
results of operations, or cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have certain exposures to market risk related to changes in interest
rates, foreign currency exchange rates and commodities. There have been no
material changes in market risk since the filing of our Annual Report on Form
10-K for the fiscal year ended December 31, 2001.
Page 19 of 23
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
LEGAL MATTERS
In connection with the Distribution, we agreed to assume all liabilities
associated with our business, and to indemnify Pitney Bowes for all claims
relating to our business. In the course of normal business, we have been party
to occasional lawsuits relating to our business. These may involve litigation or
other claims by or against Pitney Bowes or Imagistics relating to, among other
things, contractual rights under vendor, insurance or other contracts,
intellectual property or patent rights, equipment, service or payment disputes
with customers and disputes with employees.
In connection with the Distribution, liabilities were transferred to us for
matters where Pitney Bowes was a plaintiff or a defendant in lawsuits relating
to our business or products. We have not recorded liabilities for loss
contingencies since the ultimate resolutions of the legal matters cannot be
determined and a minimum cost or amount of loss cannot be reasonably estimated.
In our opinion, none of these proceedings, individually or in the aggregate,
should have a material adverse effect on our consolidated financial position,
results of operations or cash flows.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On July 30, 2002, our Board of Directors designated one million shares of
previously authorized preferred stock as Series A Junior Participating Preferred
Stock (the "Series A Preferred Stock") in connection with our stockholder rights
plan. In the event that shares of Series A Preferred Stock are issued in
accordance with the stockholder rights plan, the holders of Series A Preferred
Stock would be entitled to quarterly dividends payable on January 15th, April
15th, July 15th and October 15th equal to the greater of $1.00 per share and 100
times the aggregate per share amount of dividends declared on our common stock
and 100 votes per share on all matters submitted to a vote of stockholders. No
Series A Preferred Stock has been issued or is outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our annual meeting of stockholders held on May 14, 2002, five proposals
were voted upon by our stockholders. A brief discussion of each proposal voted
upon at the annual meeting and the number of votes cast for, against and
withheld, as well as the number of abstentions to each proposal are set forth
below.
A vote was taken for the election of three directors to hold office until
our 2005 annual meeting of stockholders and until their respective successors
shall have been duly elected. The aggregate numbers of shares of common stock
voted in person or by proxy for each nominee were as follows:
NOMINEE FOR WITHHELD
---------------------------------- -------------- --------------
Marc C. Breslawsky 17,910,900 79,818
Michael J. Critelli 17,907,597 83,121
Craig R. Smith 17,841,328 149,390
A vote was taken on a proposal to approve the 2001 Stock Plan. The
aggregate number of shares of common stock voted on this proposal in person or
by proxy were as follows:
FOR AGAINST ABSTAIN
------------------ ------------ ------------
14,424,769 3,485,190 80,759
A vote was taken on a proposal to approve the Key Employee Incentive Plan.
The aggregate number of shares of common stock voted on this proposal in person
or by proxy were as follows:
FOR AGAINST ABSTAIN
------------------ ------------ ------------
16,916,228 988,117 86,373
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A vote was taken on a proposal to approve the Employee Stock Purchase Plan.
The aggregate number of shares of common stock voted on this proposal in person
or by proxy were as follows:
FOR AGAINST ABSTAIN
------------------ ------------ ------------
11,436,676 1,222,580 65,823
There were 5,265,639 broker-non-votes on this proposal.
A vote was taken on the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as our auditors for the fiscal year ending December
31, 2002. The aggregate numbers of shares of common stock voted on this proposal
in person or by proxy were as follows:
FOR AGAINST ABSTAIN
------------------ ------------ ------------
17,355,420 600,053 35,245
Each of the listed proposals were approved by the stockholders in
accordance with our certificate of incorporation, bylaws and the Delaware
General Corporation Law.
The foregoing proposals are described more fully in our definitive proxy
statement dated March 27, 2002, filed with the Securities and Exchange
Commission pursuant to Section 14 (a) of the Securities Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The following documents are filed as exhibits hereto:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Amended and Restated Certificate of Incorporation (3)
3.2 Amended and Restated Bylaws (1)
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock, dated August 1, 2002
4.1 Form of Imagistics International Inc. Common Stock
Certificate (1)
10.1 Tax Separation Agreement between Pitney Bowes Inc. and
Imagistics International Inc. (3)
10.2.1 Transition Services Agreement between Pitney Bowes Inc. and
Imagistics International Inc. (3)
10.3 Distribution Agreement between Pitney Bowes Inc. and
Imagistics International Inc. (3)
10.3 Intellectual Property Agreement between Pitney Bowes Inc. and
Imagistics International Inc. (3)
10.5 Reseller Agreement between Pitney Bowes Management Services
and Imagistics International Inc. (3)
10.6 Reseller Agreement between Pitney Bowes of Canada and
Imagistics International Inc. (3)
10.7 Vendor Financing Agreement between Pitney Bowes Credit
Corporation and Imagistics International Inc. (3)
10.8 Form of Sublease Agreement between Pitney Bowes Inc. and
Imagistics International Inc. (2)
10.9 Form of Sublease and License Agreement between Pitney Bowes
Inc. and Imagistics International Inc. (2)
10.10 Form of Assignment and Novation Agreement between Pitney Bowes
Inc. and Imagistics International Inc. (2)
10.11 Imagistics International Inc. 2001 Stock Plan (1)
10.12 Imagistics International Inc. Key Employees' Incentive
Plan (3)
10.13 Imagistics International Inc. Non-Employee Directors' Stock
Plan (1)
10.14 Letter Agreement between Pitney Bowes Inc. and Marc C.
Breslawsky (1)
10.15 Letter Agreement between Pitney Bowes Inc. and Joseph D.
Skrzypczak (1)
10.16 Letter Agreement between Pitney Bowes Inc. and Mark S.
Flynn (1)
10.17 Credit Agreement between Imagistics International Inc. and
Merrill Lynch, Merrill Lynch, Pierce Fenner & Smith
Incorporated, as Syndication Agent, Fleet Capital Corporation,
as Administrative Agent (3)
10.18 Rights Agreement between Imagistics International Inc. and
EquiServe Trust Company, N.A. (3)
10.19 Employment Agreement between Imagistics International Inc. and
Marc C. Breslawsky (3)
10.20 Employment Agreement between Imagistics International Inc. and
Joseph D. Skrzypczak (3)
10.21 Employment Agreement between Imagistics International Inc. and
Christine B. Allen (3)
10.22 Employment Agreement between Imagistics International Inc. and
John C. Chillock (3)
10.23 Employment Agreement between Imagistics International Inc. and
Chris C. Dewart (3)
10.24 Employment Agreement between Imagistics International Inc. and
Mark S. Flynn (3)
Page 21 of 23
10.25 Employment Agreement between Imagistics International Inc. and
Nathaniel M. Gifford (3)
10.26 Employment Agreement between Imagistics International Inc. and
Joseph W. Higgins (3)
10.27 Amendment No. 1 to Credit Agreement between Imagistics
International and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith, as Syndication Agent, Fleet Capital
Corporation, as Administrative Agent, and the Lenders
identified therein (4)
10.28 Amendment No. 2 to Credit Agreement between Imagistics
International and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith, as Syndication Agent, Fleet Capital
Corporation, as Administrative Agent, and the Lenders
identified therein (5)
10.29 First Amendment to Imagistics International Inc. 2001 Stock
Plan
10.30 First Amendment to Rights Agreement between Imagistics
International Inc. and EquiServe Trust Company, N.A.
13.1 Portions of the 2001 Annual Report to Stockholders (3)
18.1 Preferability letter from PricewaterhouseCoopers regarding
change in accounting principle (3)
21.1 Subsidiaries of Imagistics International Inc. (3)
23.1 Consent of PricewaterhouseCoopers LLP (3)
--------------------------
(1) Incorporated by reference to Amendment No. 1 to the Registrant's
Form 10 filed July 13, 2001.
(2) Incorporated by reference to Amendment No. 2 to the Registrant's
Form 10 filed August 13, 2001.
(3) Incorporated by reference to Registrant's Form 10-K filed
March 28, 2002.
(4) Incorporated by reference to Registrant's Form 10-Q filed May 14, 2002.
(5) Previously filed with the current report on Form 8-K dated
July 23, 2002
(b) Reports on Form 8-K.
During the quarter ended June 30, 2002, the Company filed no current
reports on Form 8-K. On July 23, 2002, the Company filed a Current Report on
Form 8-K, reporting under Item 5 thereof, the Second Amendment to the Credit
Agreement, dated as of July 19, 2002.
Page 22 of 23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 2002 Imagistics International Inc.
-----------------------------------
(Registrant)
By: /s/ Joseph D. Skrzypczak
-----------------------------------
Name: Joseph D. Skrzypczak
Title: Chief Financial Officer
and Authorized Signatory
Page 23 of 23