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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-16449
IMAGISTICS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 06-1611068
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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)
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Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
Registered
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Common Stock, par value $.01 per share The New York Stock Exchange
(together with associated preferred
stock purchase rights)
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Indicate by check mark whether the registrant has (1) 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 |_|
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 registrant's 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. |_|
The aggregate market value of the voting stock held by non-affiliates was
$288,657,329 as of March 15, 2001. The amount shown is based on the closing
price of Imagistics common stock as reported on the New York Stock Exchange
composite tape on that date.
Number of shares of Imagistics Common Stock, par value $ .01, outstanding as of
March 15, 2001: 19,802,486
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Imagistics International Inc. Annual Report to Stockholders for
the fiscal year ended December 31, 2001 - Part II
Portions of the Imagistics International Inc. Proxy Statement for the 2002
Annual Meeting of Stockholder's - Part III
Certain information contained or incorporated by reference in this filing with
the Securities Exchange Commission on Form 10-K that are not purely historical
are forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, that 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. These risks and
uncertainties include, but are not limited to, general economic, business and
market conditions, competitive pricing pressures, timely development and
acceptance of new products, our reliance on third party suppliers, potential
disruptions in implementing information technology systems, our ability to
create brand recognition under our new name and currency and interest rate
fluctuations. Certain of these risks and uncertainties are discussed more fully
elsewhere in this filing on Form 10-K. 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.
PART I
ITEM 1. BUSINESS
General
Imagistics International Inc. ("Imagistics" or the "Company") is a large
direct sales, service and marketing organization offering document imaging
solutions, including copiers, facsimile machines and multi-functional products
in the United States and the United Kingdom. We strive to provide our customers
with flexible, comprehensive document imaging products and services at
competitive market prices. We market our products to large corporate and
government customers, which we refer to as major accounts, as well as to
mid-sized and regional businesses which we refer to as commercial users.
Historically, we have focused our marketing efforts on major account customers
for facsimile products and commercial customers for copiers. We are seeking to
capitalize on our proven leadership position with major accounts in the
facsimile market to expand our sales of copier products, both in the United
States and abroad.
Pitney Bowes Inc. began marketing and distributing copiers in 1967 and
facsimile products in 1982. Pitney Bowes' office systems division, which
combined the copier and facsimile product lines, was created in 1998. In 2000,
Pitney Bowes decided to spin-off the United States and the United Kingdom
operations of the office systems division to, among other things, enable us to
more fully realize our potential within both the copier and facsimile markets.
In connection with the planned spin-off, Pitney Bowes incorporated the Company,
as Pitney Bowes Office Systems, Inc. in February 2001 and, in August 2001,
contributed substantially all of the business and assets of its office systems
division to the Company. The name of the Company was changed to Imagistics
International Inc. on October 12, 2001, and on December 3, 2001 (the
"Distribution Date"), 100% of the common stock of the Company was distributed by
Pitney Bowes to the common shareholders of Pitney Bowes based on a distribution
ratio of 1 share of the Company's common stock for every 12.5 shares of Pitney
Bowes common stock held at the close of business on November 19, 2001.
Our direct sales and service network, located throughout the United States
and the United Kingdom, provides a broad range of document imaging products and
services. We currently have an installed base of over 330,000 copier and
facsimile products in use. We consider products in use if they are subject to a
current rental or service agreement. Based on the needs of our customers, our
representatives offer specialized document imaging options including digital,
analog, color and/or networked products and systems. We offer a full array of
copiers and facsimile machines that satisfy our customers' needs ranging from a
few hundred copies to hundreds of thousands of copies per month. We have
historically offered our products under the brand name "Pitney Bowes," which we
believe is internationally recognized and associated with quality products. In
2002, we began introducing products under the "Imagistics" brand name, which is
used in conjunction with the "Pitney Bowes Office Systems" name. We also provide
aftermarket support to our customers through service and supply contracts, as
well as the sale of consumable supplies, primarily toner, for all of our
products. In addition, we offer document management software systems and network
controllers to serve our digital copiers. We have approximately 2,350 fully
trained sales and service representatives in nearly 150 locations that assist
customers with all of their product and service needs.
For maximum flexibility in product development, we do not manufacture any
of our products, but rather we purchase equipment and software from a number of
different firms. We impose high quality standards on all of the equipment that
we offer. Historically, we have used manufacturers such as Minolta, Matsushita
and Kyocera Mita to produce our copier equipment and Matsushita, Muratec and
Brother to produce our facsimile equipment. We believe that our market position
and long-term relationships with many of the top manufacturers allow us to
negotiate favorable contracts, and in many cases manufacturers agree to provide
features and functionality exclusively in products delivered to us. Examples of
products that are specially manufactured for us include the Model 2050 facsimile
machine, which incorporates an intuitive LCD touch screen, and
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Connex(TM), a platform controller for digital copiers that functions within the
computer network and allows users to print and fax directly from their networked
desktop computers.
Our primary targets are large corporate customers and government entities.
Our client base consists of over 70% of the Fortune 500 companies and over 60%
of the Fortune 1000 companies. We serve major companies in the automotive,
financial services and information technology industries as well as others.
While continuing to strengthen and expand our relationships with our current
customers, we are also establishing new marketing initiatives geared
specifically toward more efficiently serving mid-sized and regional companies or
commercial users. Beginning in 1996, we expanded our sales and service coverage
into geographic areas where we did not have a significant presence. We plan to
maintain our relationships with commercial users through the use of our trained
team of commercial sales representatives. Due to our diverse customer base and
the recurring nature of our rental, service and supply revenues, seasonal
variations do not significantly impact our business.
In connection with the spin-off, we have entered into a transition services
agreement with Pitney Bowes providing for certain essential services for a
limited period following the spin-off, agreements with Pitney Bowes Management
Services and Pitney Bowes of Canada, under which they may choose to continue to
purchase and use our products and a vendor financing agreement providing for
Pitney Bowes Credit Corporation to continue as our primary lease vendor on a
multi-year basis after the spin-off, an intellectual property agreement with
Pitney Bowes allowing us to continue using the "Pitney Bowes" brand name in the
United States and the United Kingdom for a period of up to two years following
the spin-off, a tax separation agreement and other agreements described in the
section entitled "Relationship with Pitney Bowes."
Industry Overview
The document imaging and management industry consists of the production and
supply of various imaging products, as well as the provision of pre-sale and
after-market product services. We have been a leader in the facsimile machine
segment of this industry for nearly 20 years. Our competitors include the
distribution units of large office equipment manufacturers such as Ricoh, Canon
and Xerox and other independent distributors such as Ikon and Danka.
Companies in the document imaging industry sell products primarily through
three channels of distribution: direct sales, independent dealer sales and
retail sales. Direct sales involve the marketing of products by sales
representatives working directly for the company whose products they offer.
Independent dealer sales result from customer calls performed by independent
dealer outlets that generally sell manufacturer-branded products. Retail sales
include sales of low-end products, typically through national retail outlets or
local smaller retailers.
The document imaging industry is rapidly changing. Whereas most corporate
customers have relied upon products that utilize analog technology in the past,
we believe that the majority of our customers will require products that utilize
digital technology in the near future. Industry sources predict that, by 2004,
essentially all new copier placements will be digital machines. Digital
products, unlike analog products, can connect with computer networks and
communicate with other office imaging equipment, enabling customers to more
efficiently connect and utilize their document management solutions over a wide
array of more useful features, such as higher quality copies, color capability,
finishing capability and multi-functional capability. The move toward digital
products has spurred larger document imaging providers to hire and train sales,
service and maintenance personnel with respect to these digital products.
Copiers and facsimile machines are no longer the only options available to
corporate customers. The use of e-mail, Internet faxing and desktop and
stand-alone printers that offer a range of document imaging options has changed
the manner in which documents are reproduced and distributed within the
workplace. As a result of recent technological advances in electronic
communication and document sharing, greater options for document imaging and
management exist within the corporate workplace. These events, in turn, have
created a new opportunity and challenge for document image providers to develop
new options and cost-conscious solutions for the workplace and provide their
customers with multi-faceted products in order to remain competitive.
Today's busy corporate environment demands office machines and systems that
work faster and more efficiently than ever before, while providing high-quality
imaging solutions. The current proliferation of multi-functional machines
designed to address copying, faxing, printing and scanning needs in the
workplace is a direct result of these demands. Multi-functional products
efficiently send, receive and print documents, thus eliminating office
bottlenecks, improving employee productivity and saving valuable workspace in
offices of all sizes. As workplaces increasingly rely on computer networks,
document imaging providers are also developing more products that allow for
shared communication and that work seamlessly with other office systems. These
networked solutions offer greater speed and, by diverting print streams to more
efficient output devices, can lower a company's imaging costs significantly. The
cost of managing documents is high for most companies and increased use of the
Internet for desktop research and printing has further increased the volume and
cost of imaging activity for most businesses. In addition to searching for ways
to minimize imaging costs, customers continue to demand high-performance
machines that
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produce well-finished documents. In addition, corporations struggle with the
issue of how to deploy new technology and get users to embrace it. Currently,
the industry is producing a greater number of color machines to offer customers
a range of options for their copying needs. Color machines allow companies to
increase their level of in-house document production and produce "finished"
copies for meetings, presentations and mailings. The use of color machines may
minimize or eliminate the need for outside document production services and can
offer tremendous savings to companies.
Corporate customers are also searching for new ways to manage their
document imaging needs. Corporations are increasingly outsourcing non-core
competencies, including document imaging. This is especially true as the
complexity of these solutions increases and corporations seek to avoid hiring,
training and retraining personnel to use new machines. In recent years, many
large document-imaging providers have developed management services capabilities
to address this need. Through management services relationships, document
imaging providers offer a full range of services, from installation and training
of employees to complete on-site document imaging management, including
selection of equipment and provision of personnel, allowing corporate customers
to choose the solution that is best for them.
Strategy
Our strategy is to become the leading independent provider of enterprise
office imaging and document solutions by leveraging our product and marketplace
strengths to improve market share, utilizing our strengths in customer support
to drive customer loyalty, achieving operational excellence and benchmark
productivity and pursuing opportunistic expansion and investments. To that end,
we plan to build on our strengths and pursue the following initiatives:
Maintain and Further Strengthen Major Account Relationships. We have
maintained successful relationships in the facsimile area with many large
Fortune 1000 companies for nearly 20 years. We believe that our strong personal
relationships with many of these customers, as well as our integrated sales and
service organization and the broad national reach of our organization, have been
the keys to our success in acquiring new business and retaining our current
customers. We plan to leverage our success in the facsimile market to sell
copier products to these major accounts.
In light of current economic pressures, technological advances and changes
in the corporate workplace, we must strive to meet our customers' needs in new
ways. As many corporate customers seek to reduce administrative expenses through
centralized purchasing and consolidation of their vendors, we believe that we
are well positioned to offer a range of products and services, including
technological innovations and new options, from one single source. Because we
enjoy continuity with so many of our long-standing major account customers, we
believe they will be receptive to expanding their relationships with us by
purchasing additional products and services.
Expand Our Product Offerings Through Our Sourcing and Distribution
Relationships. We believe that one of our greatest strengths is our strategy of
sourcing cost-effective "families" of products from different manufacturers to
best suit our customers' requirements. We seek to form relationships with
various manufacturers, each with different specialties and different strengths.
Although we source from multiple vendors, all of our products meet demanding
specifications. In addition, we supplement our product offerings with
value-added software and service offerings to optimize ease of use and
operation.
We continuously evaluate various imaging products from multiple
manufacturers. We believe that our supply contracts provide us access to the
best products. Nearly all of our equipment is branded under the same "Pitney
Bowes" brand which we believe is well known and associated with quality and
service. We believe that our continued use of the "Pitney Bowes" brand in
conjunction with the "Imagistics" brand name for up to two years following the
spin-off will provide stability in our business as we work to establish the
"Imagistics" brand. Because of the strength of our relationships with
manufacturers, in some cases, manufacturers agree to provide features and
functions exclusively in products delivered to us, allowing us to pass these
benefits directly to our customers.
We believe that the transition to digital copier products provides an
important opportunity for us to reach new customers as manufacturers develop
machines with increased capabilities. Recently, we launched several new digital
products that offer faster, more efficient multi-functional service for our
heavy-volume corporate customers. These new digital products offer increased
document imaging options and capabilities as well as overall savings. We will
continue to expand our digital document imaging product offerings in order to
meet the needs of our current customers and to allow us to reach a new customer
base. In order to remain competitive in light of the many technological options
that are available to our customers, we will continue to collaborate with
companies that develop integrated document solutions. Our success will also
depend on our ability to accurately gauge the shift in market demand for digital
technology and to anticipate potentially unforeseen changes in market dynamics
that may result from new technologies.
Increase Outreach of Our Direct Sales and Service Force to the Copier
Market. Our sales and service business aims to provide major account customers
with one point of contact for their product needs. Regardless of their location
in the United
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States, our customers can contact one of our representatives in their geographic
area and receive consistent sales and service assistance. This allows us to
control the quality of our sales and service effort and ensure a consistent
experience for our customers. It also provides us with an opportunity to keep in
regular contact with our customers, which we believe often leads to future
sales. In some remote areas, however, we rely on Imagistics-trained Pitney Bowes
employees for service of our products. Our marketing strategy is to not only
offer an extensive portfolio of product offerings and diverse technology to our
Fortune 1000 customers, but to establish the same kind of long-term,
copier-based relationships with our customers as we have enjoyed with our
facsimile customers by utilizing our national direct sales and service
organization to meet their needs as well.
Focus on Customer Needs. Our goal is to meet all of our customers' needs
for refurbished and remanufactured analog and new and refurbished digital
systems. Although many of our customers use digital products and have reacted
favorably to the digital products we offer and we expect that they will continue
to grow in the future, not all of our customers have migrated to digital systems
at the fast pace that many in our industry predicted. Because of our purchasing
structure, we believe that we will be able to provide both analog and digital
machines as our customers require them. Because we source digital products and
train our workforce on the sales, use and service of these products, and because
we continue to research and source new products, we believe that we will be able
to respond effectively as the industry changes in the future. However, if we
fail to accurately predict changes in market demand we may lose sales or incur
losses due to excess inventories.
Pursue an Expansion Strategy. In order to remain competitive, we will
continue to expand both our copier and our facsimile businesses in geographic
markets in the United States and abroad. Our direct sales and service strategy
has been an effective method for attracting and retaining customers and we
believe we can use it to further expand our copier business. We currently supply
document imaging products and services to a variety of large corporations, many
of which have an international presence and seek global sourcing of their
document imaging needs. In order to serve these clients more effectively, we
intend to use our United Kingdom operation as a platform for expansion of our
business into the larger European market. We believe that the experience of our
management team and the new incentives we will provide to our employees as a
result of the spin-off will assist us in the expansion of our business both in
the United States and abroad.
Business Segments
We operate in two reportable segments based on geographic area: the United
States and the United Kingdom. Revenues from external customers and from Pitney
Bowes are attributed to geographic regions based on where the revenues are
derived. Financial information by segment is set forth in Note 4, "Business
Segment Information", of the Notes to Consolidated Financial Statements
appearing in the Imagistics 2001 Annual Report to Stockholders, and is
incorporated herein by reference.
Products
We offer a broad range of copiers/printers and facsimile machines and
related products to major account customers, government entities and mid-size
and regional commercial users. These products serve a wide range of customer
needs from departmental to workgroup solutions.
Departmental Solutions
We offer a broad range of copier products including black and white, color,
analog, digital, networked and stand-alone copiers. Our product line extends
from a 20 page-per-minute multi-functional copier to a 110 page-per-minute
analog production system. In addition to our more traditional line of products,
we have worked with third party developers to introduce additional document
imaging functions that complement our other product offerings. One example is
Connex(TM), a platform controller for digital copiers that functions within the
computer network and allows customers to print and fax directly from their own
networked desktop computers and produce "finished" copies that are, for example,
collated, stapled or produced in multiple sets, or scan documents at the digital
copier into electronic format for delivery to the network or desktop.
In 2000, our DL520 copier was honored with Buyers Laboratory Inc.'s special
award for digital imaging system of the year. This was a new award bestowed by
Buyers Laboratory Inc. and we were the first recipient. In addition, our CD2000
20 page-per-minute digital color copier/printer received the 2002 "Editor's
Choice" award from Better Buys for Business and the 2001 Digital Test Laboratory
"Five-star Exceptional" rating from Business Equipment Research & Test
Laboratory. Our DL750 75 page-per-minute digital copier/printer received the
2001 "Editor's Choice" award from Better Buys for Business and the "Recommended"
rating from Buyers Laboratory Inc.
The introduction of the new Model DL200/270/370 series of digital
multi-functional devices (20, 25 and 35 pages-per-minute respectively) offers
benefits such as lower enterprise-wide print costs, full network integration,
and the added convenience of supplemental faxing and scanning which are
unavailable in older analog copiers. The DL200/270/370 series offers customers
many different application options as it can be installed as a stand-alone
copier or factory-equipped to handle walk-up faxing
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needs. In networked installations, the DL200/270/370 series also functions as a
high-volume laser printer that offers finishing features such as stapling and
hole punching, while controlling print jobs directly from the desktop. This
system offers seamless transition from analog-to-digital technology without
slowdowns or compatibility issues.
The recently introduced model DL 650 serves the high volume office
environment by providing cost-effectiveness, simplicity and versatility in a
heavy-duty machine with a powerful suite of digital features that integrate the
most advanced print functions - tandem copying, network printing, scanning,
duplexing and finishing.
Workgroup Solutions
We are also a leader in workgroup facsimile systems and related product
offerings and we are currently the largest supplier of facsimile equipment to
the Fortune 1000. We believe we were among the first document imaging providers
to offer plain paper facsimile products as an option to the slower and less
efficient thermal facsimile machines. We were the first company to offer the
14,400 bits per second and 33,600 bits per second plain paper facsimile machines
to customers. The 33,600 bits per second machines continue to be among our most
popular products. We currently offer a full range of plain paper facsimile
machines. These machines range from more traditional products to
multi-functional machines.
Because telecommunication expenses are one of the most costly components in
operating a facsimile system in the corporate workplace, we strive to provide
our customers with the fastest available facsimile machines so that they can
minimize their telecommunication costs. The highly acclaimed Model 2050
facsimile machine system makes advanced facsimile features easy to use since it
incorporates an intuitive LCD touch screen. The machine's display shows all
features and functions at a glance and its "photo" option allows users to
optimize half-tone images. Buyers Laboratory Inc. recognized the Model 2050 with
a Certificate of Recommendation. In addition, the Model 2050 facsimile machine
scans originals at 67 pages per minute and is one of the fastest machines in the
industry.
We also offer new multi-functional devices with standard feature sets that
provide total office solutions to our customers. With the reliance of today's
businesses on the Internet, e-commerce and associated technologies, our
multi-functional products allow companies to efficiently share information among
small or large corporate workgroups.
Recently we introduced the models DL 155 and DL 185 digital
copier/printers. The new DL 155 and DL 185 digital copier/printers are two
low-volume small workgroup copier/printers designed to fill a need between
existing analog copiers and Imagistics' higher volume DL Series devices. The DL
155 and DL 185 are targeted to small office/home office needs of our large
corporate customers as well as small workgroups and businesses looking to
improve image quality and printing performance
The new Model DL170 is a digital, multi-functional desktop device that
combines high-speed facsimile, copy, scan and optional network printing
capabilities. With 3 second-per-page facsimile transmission and high-volume
memory, the Model DL170 performs multiple tasks such as printing, sending and
receiving faxes simultaneously. The DL170 offers significantly improved
appearance of graphic images and photos as well as shortened facsimile time. The
DL170 has a 17 page-per-minute digital copier and a multi-copy capacity of 99
sets that is well suited for most small workgroup copy applications. The DL170
has options that allow it to function as a network printer.
The introduction of the new Model 1500 and 2500 MFP series of
multifunctional Fax/Printer/Scanner/Copier devices offers perfect solutions for
the low and mid-volume office workgroup environments or remote locations a
customer may have. These 15 page-per-minute print and convenience copy speed
devices offer the ability to function in both standalone and connected
environments and should allow customers to further boost their office
productivity.
Also recently introduced is the Model 5000 MFP, multifunctional
Fax/Printer/Scanner/Copier. The Imagistics Model 5000 MFP is a high volume
multifunctional device offering outstanding fax, print, scan and copy
capabilities. A 17 page-per-minute printer with a small footprint, network
capabilities and 600 dots-per-inch printer resolution, this fax-centric
multifunctional device offers an economic alternative to multiple single
function office devices.
Supplies
We also offer a full complement of consumable supplies for our products,
such as copier and facsimile toner and cartridges and paper. Supplies are an
important component of our overall business and accounted for $155 million, or
25%, of our 2001 revenues.
Many of our copier customers enter into cost-per-copy rental and/or
maintenance agreement plans which include the use of supplies. This accounts for
a constant source of copier supply revenue. Demand for facsimile supplies has
decreased with the use of e-mail and the availability of third-party refilled
toner cartridges. In response to this decrease in demand, we introduced our
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own line of refilled cartridges under the "ECO" brand. Refilled ECO cartridges
work with all of our own facsimile machines and also with many competitive fax
machines and laser printers.
Service
Our continued commitment to our products and customers is evident in the
many aftermarket service options that we provide. Our copier products are
serviced by our nationwide service organization of approximately 1,200
representatives. We believe that this dedicated service force provides us with a
distinct advantage over many of our competitors. These representatives are
trained to service our product line and are managed through a central dispatch
system to meet strict customer response time requirements. These representatives
provide a full range of preventative maintenance and repair services to major
account customers and commercial users.
We support our facsimile machine and digitally network connected copier
customers primarily through our 24 hour-a-day, 7 day-a-week diagnostic center.
Located in Melbourne, Florida, the diagnostic center is staffed with Imagistics
employees who are experts in the use and servicing of our products and who help
minimize any downtime or disruption to our customers. The diagnostic center
usually handles over 2,500 calls each day from customers, many regarding use of
facsimile products and 75 percent of the time our employees are able to handle
customers' service calls without a technician being dispatched. We successfully
manage a number of these calls with our automated services which include
recorded tutorials for machine operations and programming. We currently have
over 40,000 individual customer facsimile machine programs archived in our
diagnostic center database, which can be delivered remotely. We are able to
respond to a number of calls requiring programming assistance by remotely
programming customers' facsimile units. When repair or refurbishment of our
facsimile equipment is necessary, the customer can be talked through the
corrective action remotely, or we will send a service representative to repair
the product. The diagnostic center also provides support to our customers using
networked digital copiers.
Financing Options
We provide our customers with flexible financing options that allow for the
sale, lease or rental of our products. Historically, we have sold products to
commercial users either directly to the end user or to a leasing company that,
in turn, leases the product to the end user. Where leasing is involved, we sell
equipment to either Pitney Bowes' wholly owned subsidiary, Pitney Bowes Credit
Corporation, or to other finance companies. Currently, Pitney Bowes Credit
Corporation is the primary source of lease financing for our products. We have
entered into an agreement with Pitney Bowes Credit Corporation which provides
for an ongoing lease-purchase equipment-financing program for our products. In
2001, approximately 15% of our revenues were derived from sales to Pitney Bowes
Credit Corporation for lease to the end user.
Historically, in offering products to our major account customers, we have
used a rental strategy. Historically, major account customers generally have
been customers of our facsimile products. Most often, we rent our facsimile
machines at a flat rate. We are increasingly renting copier products to our
large major account customers as well. We generally rent our copiers on either a
cost-per-copy basis, with minimum monthly page volumes, or at a flat rate with
allowance and overage plans for certain services and other options. In the case
of rentals, we negotiate a master rental contract with our customers that can be
revised to reflect rental of additional products and upgrades to current
products or additional services. Generally, our rental contracts are for
36-month terms with renewal options that are automatic unless the customer gives
prior notice of cancellation. These rental contracts also cover service and, in
most cases, include supplies for use with our equipment. We believe that this
approach provides the flexibility this customer base requires.
Customers
We market and distribute our products to the following customers:
o major account customers,
o government entities and
o commercial users.
Major account customers are major national and international corporations
that require full document imaging and management throughout the customer's
entire organization, whether that organization is regional or national. Because
we began our business by serving major account customers in the facsimile market
nearly 20 years ago and have maintained steady relationships with many of these
same customers, our major accounts provide us with recurring rental revenues
over longer-term contracts. In addition, because of their individual and complex
needs, we are able to provide our major account customers with cutting-edge
products as well as customized approaches to their specific needs.
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We target a range of governmental entities from large federal bureaus to
small local government offices. These customers generally provide a long-term
source of business and, because of our experience, we can anticipate their
document imaging needs. Federal government entities may source products through
the competitive bidding process or through flat rate contracts. The federal
government may also issue a separate bid for large placements pertaining to a
specific department or location. Our government contracts are generally for a
period of four to five years. State and local government entities generally
acquire products through their own varied bidding processes. Although many of
these contracts are terminable for non-appropriations of funds by our customers,
historically we have not generally had a significant number of early
terminations of these contracts.
We also target commercial users, which generally have more discrete
document imaging needs for one specific area or portion of their business or
workplace. We customarily sell or lease equipment to these customers and, in
most instances, our contracts provide ongoing supplies and service to them.
Because of our approach of providing a system of national direct sales and
service, our ability to provide a range of products, system options and
after-market arrangements to our major account customers and our attention to
maintaining our relationships with customers through consistent product service,
we believe that we can expand these markets in the future.
Sales and Marketing
We believe that our sales and marketing approach is rare in our industry.
While many of our competitors offer products either by dealer sales or retail
sales, we rely solely on direct sales. Our direct sales and service personnel
are located throughout the United States. These employees market and service our
products to our customers and potential customers all over the nation. Our
representatives use national sales and service standards so that our customers
receive consistent and reliable assistance regardless of where they are located
or which one of our locations they call. In addition, we market our products to
commercial users through dedicated sales personnel. We employ over 1,000 sales
representatives.
In addition to our United States business, we currently operate in the
United Kingdom. Our U.K. customers include Deutsche Bank, Orion Media, ICL and
the United Kingdom Ministry of Defence. Historically, our U.K. business has been
limited to our facsimile product lines. In 2001 we introduced our digital
multi-functional products in the U.K. and we plan to begin offering copier
products to our U.K. customers in 2002. We plan to increase the international
marketing of our products. Our goal is to increase our service to our current
customers as well as broaden our existing customer base by providing our
products throughout Europe over time. Our U.K. business is headquartered in
Harlow, England. Our products are also offered in Canada through Pitney Bowes of
Canada, a subsidiary of Pitney Bowes. In connection with the spin-off, we
entered into an agreement with Pitney Bowes of Canada that provided for a supply
relationship with Pitney Bowes' Canadian operations.
Suppliers and Distribution
We source our equipment from suppliers throughout the world including
Minolta, Matsushita, Muratec, Brother and Kyocera Mita. In addition, suppliers
such as EFI, Advanced Hi-Tech and Cypress provide us with controllers and
document management software for use in or with our products. We have
contractual relationships with these manufacturers, although we continue to
search for the best products and do not enter into exclusive relationships with
any of our suppliers.
Using third-party suppliers allows us to offer our customers products with
the most current features and technologies. We believe that this sourcing
strategy also offers us maximum flexibility. As we expand or upgrade our product
line, we are able to choose from the best available products for each product
range. We select products by balancing costs and availability of features with
ease of customer use, service personnel training, parts availability,
reliability and serviceability. Because of these benefits, in most cases, we
purchase similar products from one manufacturer to cover several product levels.
Although we do not have minimum order quantities with any of our suppliers,
Minolta currently supplies a significant portion of our new copier equipment. If
Minolta were unable to deliver products for a significant period of time, we
would be required to find replacement products, which may not be available on a
timely or cost-effective basis. This could have a material adverse effect on our
business, financial condition and results of operations. We do not believe that
we are materially dependent upon any other supplier of products, whether new
products, parts or consumable supplies. To mitigate against disruptions to our
business, we generally keep an adequate level of inventory on hand to meet the
needs of our customers for several months.
We generally require manufacturers to build our products to order with 60
day or less lead times. We usually take title to the goods at the factory, or in
the case of Asian factories, at the closest seaport. Finished goods are shipped
directly to one of approximately 10 warehouses in the United States. Generally,
when a customer order is received, equipment is unpacked, set up and tested in
the warehouse prior to shipping to the customer location. Supplies are stored
primarily at two warehouse locations and are shipped via UPS or overnight
delivery directly to our customers. Parts are warehoused at a single location
and are delivered via UPS to replenish our service representatives car stocks or
shipped overnight for emergency repairs. The United Kingdom business uses
similar manufacturing and shipping procedures and finished goods are shipped
directly to one of two
8
contract warehouses in the United Kingdom. Our reliance on Asian manufacturing
could make our business susceptible to disruptions in international
transportation due to port strikes, acts of war or other factors beyond our
control.
Patents, Trademarks and Copyrights
We have historically distributed our products principally under the Pitney
Bowes trademark. We are transitioning to the use of the "Imagistics" brand name
and we have filed applications to register "Imagistics" as a trademark in the
United States and the European Community. We make use of several unexpired
patents and pending patent applications that relate to our business, none of
which we believe are material to our business. In connection with the spin-off,
we have entered into a trademark license, patent license and copyright license
agreement that provides us with a non-exclusive license to the Pitney Bowes
trademark for a period of up to two years following the spin-off. In addition,
the agreement provides for us to license the patents and patent applications on
a non-exclusive basis in connection with our business in the United States and
the United Kingdom, for the term of the relevant patents. Finally, the agreement
provides for us to license all copyrighted material used in connection with our
business in the United States and the United Kingdom for the term of the
relevant copyrights.
Employees
We employ approximately 3,500 individuals throughout the world including
approximately 1,000 sales personnel. We employ approximately 115 people in the
United Kingdom, almost all of whom are subject to the European Works Council
regulations. None of our other employees is covered by a collective bargaining
agreement. We believe that we have good relations with our employees.
Competition
We are primarily involved in the supply of document imaging equipment to
corporate, governmental and commercial customers. The document imaging equipment
supply industry is highly competitive.
Although certain of our competitors are experiencing financial difficulties
and the overall number of our competitors has decreased due to ongoing industry
consolidation, the industry remains highly competitive. Customers rigorously
evaluate suppliers on the basis of product reliability and quality, service
expertise, geographic reach and price competitiveness. Many of our competitors
manufacture their own products. Although we believe that our reliance on third
parties for manufacturing provides us with certain benefits, it is possible that
our competitors' guaranteed access to product supply through captive
manufacturing operations may provide them with a competitive advantage. In
addition, some of our competitors have substantially greater financial resources
than we do.
Our primary competitors in the workgroup facsimile machine market are
Canon, Ricoh and Xerox. Our primary competitors in the copier market are Xerox,
Ikon, Danka, Canon, Ricoh and Global Imaging.
Environmental Matters
We are subject to Federal, state and local laws intended to protect the
environment. We believe that, as a general matter, our policies, practices and
procedures are properly designed to reasonably prevent the risk of environmental
damage and financial liability to the Company.
ITEM 2. PROPERTIES
Our headquarters are in Trumbull, Connecticut consisting of 74,000 square
feet of owned space. In addition we conduct operations from facilities in Beacon
Falls, Connecticut, Milford, Connecticut, Shelton, Connecticut, Denver,
Colorado, and Melbourne, Florida. The Beacon Falls facility is a 66,050 square
foot leased warehouse. The Milford facility is an owned warehouse and
refurbishing center totaling 41,000 square feet. The leased Shelton facility
totals 11,439 square feet. The leased Denver account administration and customer
support call center totals 22,000 square feet. The leased Melbourne diagnostic
call and refurbishing center totals 17,000 square feet. We lease space in
approximately 150 other sales and service locations throughout the United States
totaling approximately 595,000 square feet. Leases relating to approximately 25
of our sales and service offices will expire in 2002. We plan to renew or
replace these leases to the extent they are for stand-alone facilities. We do
not plan to renew the leases that pertain to space that is shared with Pitney
Bowes. Instead, we intend to enter into new leases at separate locations for
sales and service spaces with less square footage.
In the United Kingdom, we lease a facility from Pitney Bowes in which we
are the sole occupants. The facility is used for our United Kingdom headquarters
and sales office space, and totals approximately 14,000 square feet. The lease
expires in 2002. In addition, a warehouse is leased from a third party that is
on a six-month rolling lease. We intend to replace these facilities with one
smaller, more efficient facility upon lease expiration.
9
ITEM 3. LEGAL PROCEEDINGS
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, Pitney Bowes had
been party to occasional lawsuits relating to our business. These may involve
litigation 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 2001, Pitney Bowes, as our sole shareholder,
approved resolutions by unanimous written consent to take actions necessary to
prepare for the spin-off, including changing our name, adopting our Amended and
Restated Certificate of Incorporation, adopting our Amended and Restated Bylaws,
appointment of Marc C. Breslawsky, Thelma R. Albright, Michael J. Critelli, T.
Kevin Dunnigan, Ira D. Hall and James A. Thomas as our initial directors,
issuance of common stock to Pitney Bowes to effect the Distribution, approval of
our 2001 Stock Plan, approval of our Non-Employee Directors' Stock Plan, and
approval of our Key Employees' Incentive Plan. No matters were submitted to a
vote of security holders following the completion of the spin-off on December 3,
2001.
SUPPLEMENTAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the executive officers of Imagistics is set forth below:
Name Age Position
-------------------- --- --------
Marc C. Breslawsky............... 59 Chairman and Chief Executive Officer;
Director
Christine B. Allen............... 52 Chief Human Resources Officer
John C. Chillock................. 45 Vice President, Customer Service
Operations
Chris C. Dewart.................. 47 Vice President, Commercial Sales
Mark S. Flynn.................... 47 Vice President, General Counsel and
Secretary
Nathaniel M. Gifford............. 49 Vice President, Product Development and
Strategic Marketing
Joseph W. Higgins................ 50 Vice President, National Sales
Joseph D. Skrzypczak............. 46 Chief Financial Officer
Marc C. Breslawsky. Mr. Breslawsky has served as our Chairman and Chief
Executive Officer of Imagistics since January 2001. In connection with the
spin-off, Mr. Breslawsky was elected to our board of directors as Chairman. From
1996 to 2001, Mr. Breslawsky was President and Chief Operating Officer of Pitney
Bowes. From 1994 to 1996, Mr. Breslawsky was Vice Chairman of Pitney Bowes. Mr.
Breslawsky is a director of C. R. Bard, Inc., The Pittston Company, Cytyc
Corporation, and United Illuminating Company. Until May 14, 2001, Mr. Breslawsky
was also a director of Pitney Bowes.
Christine B. Allen. Ms. Allen became our Chief Human Resources Officer in
January 2002. From 1995 to 2001, she was with The Hartford Financial Services
Group, Inc.; she joined The Hartford as Director, Human Resources, Commercial
Market and subsequently assumed responsibilities as Vice President, Human
Resources, Commercial Lines. Ms. Allen served as Vice President of Human
Resources for The Walden Book Company from 1988 until 1994. She began her career
with Macy's New York in 1973 and served in a variety of human resources related
capacities for large retailing companies, such as Caldor and Abraham & Straus
prior to joining Waldenbooks.
John C. Chillock. In October 2000, Mr. Chillock assumed the role of our
Vice President, Customer Service Operations. Mr. Chillock joined Pitney Bowes'
office systems division in 1998 as Vice President, Field Operations. Prior to
joining office systems, Mr. Chillock served in various management positions at
Dictaphone Corporation from 1977 to 1998. Prior to joining Dictaphone
Corporation, Mr. Chillock was a Director of Operations for Intellisys Electronic
Commerce, a division of the Chase Manhattan Bank.
10
Chris C. Dewart. Mr. Dewart is currently our Vice President, Commercial
Sales. Prior to the spin-off he was employed by Pitney Bowes in the office
systems division since 1983, and served as Vice President since 1990. Mr. Dewart
served as Vice President of European Operations--facsimile systems division from
1990 to 1991, Vice President and General Manager of Canadian Operations from
1991 to 1998 and Vice President of U.S. Sales for Facsimile Systems from 1998 to
August 2000. In August 2000, he assumed the position of Vice President of Sales
for Commercial Markets. Prior to joining office systems, Mr. Dewart held various
positions at General Electric Corporation and Monroe/Litton.
Mark S. Flynn. Mr. Flynn became our Vice President, General Counsel and
Secretary on April 2, 2001. Most recently, he was a partner in the corporate
department of the law firm Wiggin & Dana LLP from 1999 to 2001. From 1997 to
1999, Mr. Flynn served as Senior Deputy General Counsel to Olin Corporation. Mr.
Flynn held the position of Executive Vice President, General Counsel and
Secretary at ServiceMaster Diversified Health Services, a subsidiary of the
ServiceMaster Company, from 1993 to 1997 and Vice President, General Counsel and
Secretary at Arcadian Corporation/Arcadian Partners, L.P. from 1989 to 1993.
Prior to those positions, Mr. Flynn served in various counsel positions at Olin
Corporation from 1986 to 1989, as an attorney at Intercontinental Hotels
Corporation from 1983 to 1986 and as an associate at the law firm of Hughes
Hubbard & Reed from 1980 to 1983. Mr. Flynn serves on the advisory board of
Integra Ventures, a Seattle-based venture fund specializing in life sciences and
health care services.
Nathaniel M. Gifford. Mr. Gifford is currently our Vice President, Product
Development and Marketing for Pitney Bowes Office Systems. He has been
associated with the office products business of Pitney Bowes since 1983 in
varying capacities pertaining to product management, planning and marketing.
Joseph W. Higgins. Mr. Higgins is currently our Vice President, National
Sales. Prior to the spin-off he was employed by Pitney Bowes in the office
systems division for nearly 20 years, and has served as Vice President in sales
for more than 13 years. He served as Vice President of National Accounts since
August 2000. Previously, he served as Vice President of U.S. Facsimile Sales
from 1988 through July 1998 and as Vice President of U.S. Copier Sales from July
1998 to August 2000. Prior to joining Pitney Bowes, Mr. Higgins held various
management positions with Burroughs Office Products.
Joseph D. Skrzypczak. Mr. Skrzypczak has served as our Chief Financial
Officer since January 2001. Prior to assuming this position, Mr. Skrzypczak was
the Chief Operating Officer and acting Chief Financial Officer at Dictaphone
Corporation from October 1998 until December 2000. Prior to being elected Chief
Operating Officer, Mr. Skrzypczak served as Senior Vice President and Chief
Financial Officer from October 1997 to October 1998 and served as Vice President
and Chief Financial Officer from May 1994 to October 1997 at Dictaphone. After
being acquired by Lernout & Hauspie in May 2000, Dictaphone declared bankruptcy
in November 2000, as part of Lernout & Hauspie's overall bankruptcy filing. Mr.
Skrzypczak initially joined Pitney Bowes in 1981 and held various management
positions until May 1994. Prior to working for Dictaphone Corporation, Mr.
Skrzypczak served as Vice President of Finance for Pitney Bowes' office systems
division, and was directly responsible for all financial and administrative
activities. Prior to initially joining Pitney Bowes in 1981, Mr. Skrzypczak
worked for Price Waterhouse. He is a certified public accountant.
11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We anticipate that future earnings will be used principally to support
operations and finance the growth of our business. Thus, we do not intend to pay
cash dividends on our common stock in the foreseeable future. We have entered
into a senior secured credit facility providing for both term and revolving
credit borrowings, which allows us to borrow funds for general corporate
purposes, including the repayment of other debt, working capital and
acquisitions. The credit facility contains affirmative and negative covenants
that, among other things, require us to satisfy certain financial tests and
maintain certain financial ratios. The credit facility also limits our ability
to declare and pay dividends on our shares. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources-- Credit Facility." If our lenders permit us to declare
dividends, the dividend amounts, if any, will be determined by our board. Our
board will consider a number of factors, including our financial condition,
capital requirements, funds generated from operations, future business
prospects, applicable contractual restrictions and any other factors our board
may deem relevant
Imagistics Common Stock (trading symbol "IGI") is listed for trading on the
New York Stock Exchange. Information on the high and low sales prices for the
Imagistics Common Stock is set forth under the heading "Imagistics Common Stock
Prices" in the Imagistics 2001 Annual Report to Stockholder's on page 48 and is
incorporated herein by reference. At December 31, 2001 there were approximately
19.5 million shares outstanding and approximately 23,860 stockholders of record.
Except for the special cash dividend paid to Pitney Bowes in connection with the
spin-off, Imagistics has not declared or paid any cash dividends on its Common
Stock.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents our selected financial data. The information
set forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and notes thereto included in the Imagistics 2001 Annual
Report to Stockholders and incorporated by reference herein.
Years ended December 31,
----------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Consolidated Statement of Income
Revenue:
Sales ................................................ $310,258 $326,046 $322,947 $299,440 $271,765
Rentals .............................................. 233,180 227,790 211,353 199,525 185,915
Support services ..................................... 82,638 88,922 92,177 90,736 86,261
-------- -------- -------- -------- --------
Total revenue ...................................... 626,076 642,758 626,477 589,701 543,941
-------- -------- -------- -------- --------
Costs and expenses:
Cost of sales (1) .................................... 197,300 184,265 154,529 142,431 129,342
Cost of rentals ...................................... 92,191 88,506 74,245 68,819 65,613
Selling, service and administrative .................. 305,799 252,799 232,627 213,712 204,653
-------- -------- -------- -------- --------
Earnings before interest and income taxes ................. 30,786 117,188 165,076 164,739 144,333
Interest expense ..................................... 9,825 11,281 8,646 5,780 4,517
-------- -------- -------- -------- --------
Income before income taxes .............................. 20,961 105,907 156,430 158,959 139,816
Provision for income taxes .............................. 8,402 41,903 62,728 63,783 56,070
-------- -------- -------- -------- --------
Net income .............................................. $ 12,559 $ 64,004 $ 93,702 $ 95,176 $ 83,746
======== ======== ======== ======== ========
Pro forma basic and diluted earnings per share .......... $ 0.65 $ 3.29 $ 4.81 $ 4.89 $ 4.30
Consolidated Balance Sheet data
Total assets ............................................ $508,828 $514,252 $478,576 $418,963 $324,138
Total current liabilities, including amounts due to
Pitney Bowes ......................................... $ 96,298 $192,939 $168,651 $150,118 $113,703
Total long-term liabilities ............................. $127,091 $ 11,285 $ 10,898 $ 13,716 $ 6,259
Other data
Depreciation and amortization ........................... $ 82,725 $ 73,755 $ 67,219 $ 58,364 $ 51,450
Earnings before interest, taxes, depreciation and
amortization (2) ..................................... $113,511 $190,943 $232,295 $223,103 $195,783
Capital expenditures .................................... $ 84,347 $ 83,615 $ 91,705 $ 73,906 $ 57,801
(1) On December 31, 2001 the Company changed its method of accounting for
the cost of inventory from the Last-in, First-out (LIFO) method to the First-in,
First-out (FIFO) method. In accordance with Accounting Principles Board Opinion
No. 20, "Accounting Changes", this change in accounting method has been applied
retroactively by restating the prior years financial statements for all periods
presented.
12
(2) Earnings before interest, taxes, depreciation and amortization, or
EBITDA, is not presented as an alternative measure of operating results or cash
flow from operations, as determined in accordance with generally accepted
accounting principles, but is presented because we believe it is a widely
accepted indicator of our ability to incur and service debt. EBITDA does not
give effect to cash used for debt service requirements and capital expenditures
and thus does not reflect funds available for reinvestment, dividends or other
discretionary uses. In addition, EBITDA as presented in this table may not be
comparable to similarly titled measures reported by other companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations is set forth under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Imagistics 2001 Annual
Report to Stockholders and is incorporated herein by reference.
RISK FACTORS THAT COULD CAUSE RESULTS TO VARY
Risk Factors Relating to Separating Our Company from Pitney Bowes
We have no history 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.
Pitney Bowes has been and is expected to continue to be a significant
customer. In 2001, revenues from Pitney Bowes, exclusive of equipment sales to
PBCC for lease to the end user, accounted for approximately 4% of our total
revenue. 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 will begin introducing products under the "Imagistics"
brand name and we may be required to expend substantial resources to establish
our new brand name. Product 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 terms 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.
13
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.
Approximately 68% and 77% of our total product purchases, based on costs, were
denominated in yen in 2001 and 2000, respectively. Our margins were positively
impacted in 2001 and 1999 as the weak Japanese yen resulted in lower product
costs on yen denominated purchases from our Japanese vendors. Our margins were
negatively impacted in 2000 because the strong Japanese yen resulted in higher
product costs on yen denominated purchases from our Japanese vendors. In 2001,
the value of the yen declined approximately 12% against the U. S. dollar, while
in 2000, the value of the yen increased approximately 5% against the U. S.
dollar. 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.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk is set forth under the headings
"Liquidity and Capital Resources" and "Risk Factors That Could Cause Results to
Vary" in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Imagistics 2001 Annual Report to Stockholders and
is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of Imagistics, consisting of the consolidated
balance sheets at December 31, 2001 and 2000 and the related consolidated
statements of operations, of changes in stockholders' equity and comprehensive
income (loss) and of cash flows for each of the three years in the period ended
December 31, 2001, appearing in the Imagistics 2001 Annual Report to
Stockholders, together with the report of PricewaterhouseCoopers LLP,
independent accountants, on the financial statements at December 31, 2001 and
2000 and for each of the three years in the period ended December 31, 2001,
appearing in the Imagistics 2001 Annual Report to Stockholders, are incorporated
herein by reference. Supplementary financial data, consisting of information
appearing under the heading "Five Years in Review" in the Imagistics 2001 Annual
Report to stockholders, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Information concerning the directors of Imagistics is set forth under
the headings "Election of Directors", "Nominees for Election to Terms
Expiring at the 2005 Annual Meeting", "Incumbent Directors Whose Terms
Expire at the 2004 Annual Meeting", "Incumbent Directors Whose Terms
Expire at the 2003 Annual Meeting", "Committees of the Board of
Directors" and "Directors Compensation" in the Imagistics Proxy
Statement for the 2002 Annual Meeting of Stockholders and is
incorporated herein by reference.
(b) Information concerning executive officers of Imagistics is set forth
under the caption "EXECUTIVE OFFICERS OF THE REGISTRANT' in Part I,
Item 4 of this report.
(c) Information concerning compliance with beneficial ownership reporting
requirements is set forth under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Imagistics Proxy Statement for
the 2002 Annual Meeting of Stockholders and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is set forth under the
headings "Executive Officer Compensation", "Executive Contracts and Severance
and Change of Control Arrangements" and "Report on Executive Compensation" in
the Imagistics Proxy Statement for the 2002 Annual Meeting of Stockholders and
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning shares of Imagistics equity securities beneficially
owned by certain beneficial owners and by management is set forth under the
heading "Security Ownership" in the Imagistics Proxy Statement for the 2002
Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is
set forth under the heading "Relationship with Pitney Bowes" in the Imagistics
Proxy Statement for the 2002 Annual Meeting of Stockholders and is incorporated
herein by reference.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements from the Imagistics 2001 Annual Report
to Stockholders which are incorporated herein by reference:
Consolidated Statement of Operations for each of the three
years in the period ended December 31, 2001
Consolidated Balance Sheets at December 31, 2001 and 2000
Consolidated Statements of Changes in Stockholder's Equity
and Comprehensive Income (Loss) for each of the three years
in the period ended December 31, 2001
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 2001
Notes to Consolidated Financial Statements
Report of Independent Auditors
2. Financial Statement Report and Schedule filed as part of
this report pursuant to Item 8 of this report:
Report of PricewaterhouseCoopers LLP dated February 4, 2002
on the company's financial statement schedule filed as part
hereof for the fiscal years ended December 31, 2001, 2000
and 1999.
Schedule No. II - Valuation and Qualifying Accounts
The financial statement report and schedule should be read
in conjunction with the consolidated financial statements
and notes thereto in the Imagistics 2001 Annual Report to
Stockholders which is incorporated herein by reference.
Financial statement schedules not included with this report
have been omitted because they are not applicable or the
required information is shown in the consolidated financial
statements or the notes thereto.
3. Exhibits. Those exhibits required to be filed by Item 601 of
Regulation S-K are listed in the Exhibit Index included in
this report below.
(b) Reports on Form 8-K.
During the quarter ended December 31, 2001, Imagistics filed a
Current Report on Form 8-K, dated November 28, 2001, to report
under Items 5 and 7 of such Form regarding its spin-off from
Pitney Bowes, Inc.
(c) Exhibits.
The following documents are filed as exhibits hereto:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated Bylaws (1)
4.1 Form of Imagistics International Inc. Common Stock
Certificate (1)
10.1 Tax Separation Agreement between Pitney Bowes Inc. and
Imagistics International Inc.
10.2 Transition Services Agreement between Pitney Bowes Inc. and
Imagistics International Inc.
10.3 Distribution Agreement between Pitney Bowes Inc. and
Imagistics International Inc.
10.4 Intellectual Property Agreement between Pitney Bowes Inc.
and Imagistics International Inc.
10.5 Reseller Agreement between Pitney Bowes Management Services
and Imagistics International Inc.
10.6 Reseller Agreement between Pitney Bowes of Canada and
Imagistics International Inc.
16
10.7 Operating Agreement between Pitney Bowes Credit
Corporation and Imagistics International Inc.
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
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 & Co., Merrill Lynch, Price, Fenner & Smith
Incorporated, as Syndication Agent, Fleet Capital
Corporation, as Administrative Agent, and the Lenders
identified therein.
10.18 Rights Agreement between Imagistics International Inc. and
EquiServe Trust Company, N.A.
10.19 Employment Agreement between Imagistics International Inc.
and Marc C. Breslawsky
10.20 Employment Agreement between Imagistics International Inc.
and Joseph D. Skrzypczak
10.21 Employment Agreement between Imagistics International Inc.
and Christine B. Allen
10.22 Employment Agreement between Imagistics International Inc.
and John C. Chillock
10.23 Employment Agreement between Imagistics International Inc.
and Chris C. Dewart
10.24 Employment Agreement between Imagistics International Inc.
and Mark S. Flynn
10.25 Employment Agreement between Imagistics International Inc.
and Nathaniel M. Gifford
10.26 Employment Agreement between Imagistics International Inc.
and Joseph W. Higgins
13.1 2001 Annual Report to Stockholders
18.1 Preferability letter from PricewaterhouseCoopers regarding
change in accounting principle
21.1 Subsidiaries of Imagistics International Inc.
23.1 Consent of PricewaterhouseCoopers LLP
--------------------------
(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.
17
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.
IMAGISTICS INTERNATIONAL INC.
By /s/ MARC C. BRESLAWSKY
----------------------------------------
Marc C. Breslawsky
Chairman and Chief Executive Officer
Dated: March 27, 2002
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.
Title Date
/s/ MARC C. BRESLAWSKY Chairman, Chief Executive March 27, 2002
------------------------- Officer and Director
Marc C. Breslawsky
/s/ JOSEPH D. SKRZYPCZAK Chief Financial Officer March 27, 2002
-------------------------
Joseph D. Skrzypczak
/s/ TIMOTHY E. COYNE Vice President, Corporate March 27, 2002
------------------------- Controller Principal
Timothy E. Coyne Accounting Officer
/s/ THELMA R. ALBRIGHT Director March 27, 2002
-------------------------
Thelma R. Albright
/s/ MICHAEL J. CRITELLI Director March 27, 2002
-------------------------
Michael J. Critelli
/s/ T. KEVIN DUNNIGAN Director March 27, 2002
-------------------------
T. Kevin Dunnigan
/s/ IRA D. HALL Director March 27, 2002
-------------------------
Ira D. Hall
/s/ CRAIG R. SMITH Director March 27, 2002
-------------------------
Craig R. Smith
/s/ JAMES A. THOMAS Director March 27, 2002
-------------------------
James A. Thomas
18
Report of Independent Accountants
on Financial Statement Schedule
To the Stockholders and Board of Directors of Imagistics International Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 4, 2002 appearing in the 2001 Annual Report to Stockholders of
Imagistics International Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item 14 (a)
(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Stamford, Connecticut
February 4, 2002
19
IMAGISTICS INTERNATIONAL INC.
Schedule (II) - Valuation and Qualifying Accounts for the years ended
December 31, 1999, 2000 and 2001 (Thousands)
Balance at
Beginning
of Charges, costs Balance at end
period And expenses Deductions Of period
------ ------------ ---------- ---------
Allowance for doubtful accounts
1999........................... $1,667 $ 1,673 $ (1,228) $ 2,112
2000........................... 2,112 3,801 (2,921) 2,992
2001........................... 2,992 12,089 (8,893) 6,188
20
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-74778) of Imagistics International Inc. of our
report dated February 4, 2002 relating to the Financial Statements, which
appears in the 2001 Annual Report to Stockholders, which is incorporated in this
Annual Report on Form 10-K. We also consent to the incorporation by reference of
our report dated February 4, 2002 relating to the Financial Statement schedule,
which appears in this Form 10-K
PricewaterhouseCoopers LLP
Stamford, Connecticut
March 26, 2002
21