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ASVP.OB > SEC Filings for ASVP.OB > Form 10-Q on 14-Nov-2008All Recent SEC Filings

Show all filings for AMERICAN TONERSERV CORP. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for AMERICAN TONERSERV CORP.


14-Nov-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Report contains statements that may contain forward-looking statements, concerning the Registrant's future operations and planned future acquisitions and other matters and the Registrant intends that such forward- looking statements be subject to the safe harbors for such statements. Any statements that involve discussions with respect to predictions, expectations, belief, plans, projections, objectives, assumptions or future events or performance (often, but not always, using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", could", "might", or "will" be taken to occur or be achieved) are not statements of historical fact and may be "forward looking statements". These forward-looking statements include statements relating to, among other things, the ability of the Registrant to continue as a going concern.

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Such forward-looking statements are based on the beliefs and estimates of the Company's management as well as on assumptions made by and information currently available to the Company at the time such statements were made. Forward looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward looking statements, including, without limitation, the failure to obtain adequate financing on a timely basis. Actual results could differ materially from those projected in the forward-looking statements, either as a result of the matters set forth or incorporated in this Report generally and certain economic and business factors, some of which may be beyond the control of the Registrant. Additional risks and uncertainties that may affect forward-looking statements about the Company's business and prospects include adverse economic conditions, inadequate capital, unexpected costs, and other factors which could have an immediate and material adverse effect. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

The following discussion and analysis of the results of operations and financial condition of the Company should be read in conjunction with the audited financial statements for the period ended December 31, 2007 and the related notes, contained in the Company's Annual Report on Form 10-KSB and in conjunction with the unaudited financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Three Months Ended September 30, 2008 and 2007

Revenue. Revenue for the three months ended September 30, 2008 ("Q3 2008") was $2,653,858 as compared to $1,086,602 for the three month period ended September 30, 2007 ("Q3 2007"). The increase in revenue in Q3 2008 was primarily due to the acquisition of Tonertype LLC ("Tonertype"), which occurred in December 2007. Revenues from the sale of toner cartridges increased by $1,390,161 for three months ended September 30, 2008 compared to the same period in 2007 due to the acquisition of Tonertype. Revenues from service increased by $177,095 for the three months ended September 30, 2008 compared to the same period in 2007 due to the acquisition of Tonertype.
Gross Profit. Gross profit for Q3 2008 increased to $1,078,174 from $260,616 in Q3 2007. The gross profit margin in Q3 2008 was 40.6% compared to a gross profit margin for Q3 2007 of 24.0%. The Company's gross margins increased compared to Q3 2007 due to the higher margins associated with sales to customers acquired from Tonertype and better vendor pricing.

Salaries and Wages. Salaries and wages expenses were $717,517 for Q3 2008 compared to $398,776 in Q3 2007. The Q3 2008 increase was due to the increase in employees due to the Tonertype acquisition. Stock based compensation also accounted for $102,481 of this expense in Q3 2008.

Professional Fees and Services. Professional fees and services expenses were $217,143 in Q3 2008 compared to $418,965 in Q3 2007. This decrease was primarily due to the termination of a consulting agreement in December 2007.

Sales and Marketing. Sales and marketing expenses were $237,333 for Q3 2008 compared to $44,327 in Q3 2007. The increase in Q3 2008 was primarily due to the acquisition of Tonertype, increased commissions paid out and the hiring of two additional sales persons in 2008.

General and Administrative. General and administrative expenses were $460,065 in Q3 2008 as compared to $389,113 in Q3 2007. General and Administrative expenses increased due to the acquisition of Tonertype and the Company's startup operations in North Carolina.

Amortization Expense. Amortization expense was $155,224 in Q3 2008 as compared to $97,981 in Q3 2007. The increase was due to the acquisition of assets from Tonertype in December 2007.

Other (Expense) Income. During the three month period ended September 30, 2008, there was an increase of $83,802 in interest expense as compared to three month period ended September 30, 2007 as a result of the issuance of notes in connection with the Tonertype acquisition in 2007 and the issuance of notes in a private offering. There was an increase in the fair value of warrant liabilities of $98,929 for Q3 2008 versus Q3 2007 due to the issuance of additional warrants in the current period.

Net Loss from operations. The net loss from operations for the three months ended September 30, 2008 was $709,109 compared to a net loss of $1,088,546 for the three months ended September 30, 2007. The decrease in the net loss of $379,437 for Q3 2008 was primarily related to the Tonertype acquisition and the cancellation of the Azaria management agreement which occurred in November of 2007.

Net Loss. The net loss for the three months ended September 30, 2008 was $956,081 compared to a net loss of $1,234,037 for the three months ended September 30, 2007. The decrease in the net loss over the prior year is the increased gross profit from the acquisition of Tonertype, which occurred in December 2007, and the start up of NC TonerServ, which occurred in March 2008.

The Company believes that it will continue to have net losses for the foreseeable future due to the amortization of customer lists from acquisitions and other non-cash related expenses.

Net Loss per Share. The net loss per share in Q3 2008 was $0.01 compared to a net loss of $0.05 in Q3 2007. The decrease in the net loss per share was a result of the acquisition of Tonertype and an increased number of shares of common stock outstanding during Q3 2008.

Nine Months Ended September 30, 2008 and 2007

Revenue. Revenue for the nine months ended September 30, 2008 ("YTD 2008") was $8,106,084 as compared to $2,575,800 for the nine month period ended September 30, 2007 ("YTD 2007"). The increase in revenue for YTD 2008 was primarily due to the acquisitions of Optima Technologies LLC ("Optima") in April 2007 and Tonertype in December 2007. Revenues from the sale of toner cartridges increased by $4,601,599 for the nine months ended September 30, 2008 compared to 2007. Revenues from service increased by $928,685 for the nine months ended September 30, 2008 compared to 2007 due to the acquisitions of Optima and Tonertype.

Gross Profit. Gross profit for YTD 2008 increased to $3,036,228 from $781,194 for YTD 2007. The gross profit margin for YTD 2008 was 37.5% compared to a gross profit margin for YTD 2007 of 30.3%. The Company's gross margins increased compared to YTD 2007 due to the higher margins associated with the Tonertype acquisition.

Salaries and Wages. Salaries and wages expenses were $2,074,177 for YTD 2008 compared to $1,161,649 for YTD 2007. The YTD 2008 increase was due to the increase in employees due to the Optima and Tonertype acquisitions. Stock based compensation also accounted for $233,842 of this expense for YTD 2008 as compared to $139,089 for YTD 2007.

Professional Fees and Services. Professional fees and services expenses were $948,270 for YTD 2008 compared to $1,149,485 for YTD 2007. During the nine months ended September 30, 2008 and 2007 the amounts paid in the form of common stock for professional fees and services were $370,017 and $650,340 respectively. The YTD 2008 expense decreased due to the elimination of two 2007 corporate development programs.

Sales and Marketing. Sales and marketing expenses were $717,540 for YTD 2008 and $211,663 for YTD 2007. The increase for YTD 2008 was primarily due to the addition of six sales persons from the acquisitions of Tonertype and Optima, increased commissions paid and the hiring of two additional sales persons during 2008.

General and Administrative. General and Administrative expenses were $1,202,576 for YTD 2008 and $876,937 for YTD 2007. General and Administrative expenses increased due to the acquisitions of Optima and Tonertype.

Amortization Expense. Amortization expense was $461,430 for YTD 2008 and $232,222 for YTD 2007. The increase was due to the acquisition of Optima in April 2007 and Tonertype in December 2007.

Other (Expense) Income. During YTD 2008, there was an increase of $421,623 in interest expenses as compared to YTD 2007 as a result of the issuance of notes in connection with the acquisitions that occurred in 2007 and the issuance of notes in a private offering. There was an expense for the convertibility feature of the debt of $331,250 for YTD 2008 compared to a gain of $45,833 for YTD 2007. This was due to the issuance of convertible notes in a private offering during YTD 2008.

Net Loss from operations. The net loss for the nine months ended September 30, 2008 was $2,367,765 compared to a net loss of $2,850,762 for the nine months ended September 30, 2007. The decrease in the net loss of $482,997 for YTD 2008 was primarily related to the increase in gross margin from the acquisition of Tonertype, which occurred in December 2007, and the start up of NC Tonerserv, which occurred in March 2008, offset by a reduction in professional fees from the elimination of the management contract at Optima.

Net Loss. The net loss for the nine months ended September 30, 2008 was $3,408,006 compared to a net loss of $3,080,011 for the nine months ended September 30, 2007. The increase in the net loss of $327,995 for YTD 2008 was primarily related to an increase in interest expense of approximately $421,623 and an increase in expense of $285,417 on fair value of the convertible debt, offset somewhat by an increase in revenue and gross profit and operating expenses from the acquisition of Tonertype.

The Company believes that it will continue to have net losses for the foreseeable future due to the amortization of customer lists from acquisitions and other non-cash related expenses.

Net Loss per Share. The net loss per share in YTD 2008 was $0.05 compared to a loss of $0.13 in YTD 2007. The decrease in the net loss per share was a result of the increased number of shares of common stock outstanding during Q3 2008 and better operational results.

Non-GAAP Measures:

EBITDA and Adjusted EBITDA presented in this report are a supplemental measure of our performance that is not required by or presented in accordance with GAAP. These measures are not a measurement of our financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating, investing or financing activities as a measure of our liquidity.

EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization and other non-cash related expenditures. We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and liquidity. We believe investors may also find these measures meaningful, given how our management makes use of them. The following is a discussion of our use of these measures.

We use EBITDA and Adjusted EBITDA to measure and compare the performance of our Company. We also use EBITDA and Adjusted EBITDA to measure performance for determining division-level compensation. We also use EBITDA

and Adjusted EBITDA as a measurement to manage cash flow from our divisions to the corporate level and to determine the financial health of each division. We also use EBITDA and Adjusted EBITDA to evaluate potential acquisitions and to evaluate whether to incur capital expenditures.

EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:

* They do not reflect our cash expenditures, or future requirements for capital expenditures and contractual commitments;

* They do not reflect changes in, or cash requirements for, our working capital needs;

* They do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

* Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and

* Other companies, including companies in our industry, may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in business growth or to reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only as supplements.

We have presented adjusted net EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2008 and 2007 to reflect the exclusion of all stock related compensation and gain or loss recognized on the fair value of convertible debt. This presentation facilitates a meaningful comparison of our operating results for the three and nine months ended September 30, 2008 and 2007.

The following is a reconciliation of cash flows provided by operating activities to EBIT, EBITDA, and net loss:

                          Three Months Ended           Nine Months Ended
                              September 30,                September 30,
                           2008          2007           2008         2007
                       -----------   -----------    -----------   -----------
Cash flows provided by
operating activities   $ (381,163)   $ (560,487)   $(1,707,266) $ (1,806,818)
Changes in operating
assets and liabilities   (150,137)      (92,564)       150,813         4,415
Non-cash (expenses) income,
including depreciation and
amortization             (424,781)     (580,986)    (1,945,181)   (1,277,608)
Interest expense, net     179,963        96,161        612,672       191,049
                       -----------   -----------    -----------   -----------
EBIT                     (776,118)   (1,137,876)    (2,795,334)   (2,888,962)
Depreciation and
amortization              191,891       108,434        562,935       256,261
                       -----------   -----------    -----------   -----------
EBITDA                   (584,227)   (1,029,442)    (2,232,399)   (2,632,701)
Interest expense         (179,963)      (96,161)      (612,672)     (191,049)
Depreciation and
  amortization           (191,891)     (108,434)      (562,935)     (256,261)
                      -----------   -----------    -----------   -----------
Net loss              $  (956,081)  $(1,234,037)   $(3,408,006) $ (3,080,011)
                      ===========   ===========    ===========   ===========

The following is a reconciliation of net loss to EBITDA:

                          Three Months Ended            Nine Months Ended
                              September 30,                September 30,
                           2008          2007           2008         2007
                       -----------   -----------    -----------   -----------
Net loss             $  (956,081)  $(1,234,037)   $(3,408,006)  $(3,080,011)
Interest expense, net    179,963        96,161        612,672       191,049
                       -----------   -----------    -----------   -----------
EBIT                    (776,118)   (1,137,876)    (2,795,334)   (2,888,962)
Depreciation and
amortization             191,891       108,434        562,935       256,261
                       -----------   -----------    -----------   -----------
EBITDA               $  (584,227)  $(1,029,442)   $(2,232,399)  $(2,632,701)
                      ===========   ===========    ===========   ===========

The following is a reconciliation of net EBITDA to Adjusted EBITDA; which excludes all non-cash items; one time expenditures and stock related compensation:

                        Three Months Ended          Nine Months Ended
                           September 30,               September 30,
                        2008          2007           2008         2007
                    -----------   -----------    -----------   -----------
EBITDA            $  (584,227)  $(1,029,442)   $(2,232,399) $ (2,632,701)
Stock related
compensation          119,453       300,324        613,362       811,065

Fair value of
conversion feature of
convertible debt      (31,250)       50,000        331,250        45,833
Fair value of warrant
liabilities            98,259          (670)        96,385        (6,332)
Bad debt allowance
for entities                -        23,000         32,500        23,000
                   -----------   -----------    -----------   -----------
ADJUSTED EBITDA   $  (397,765)   $ (656,788)   $(1,158,902)  $(1,759,135)
                   ===========   ===========    ===========   ===========

Liquidity and Capital Resources

At September 30, 2008, the Company had a working capital deficit of $3,189,912 including cash and equivalent balances of $5,421 compared to a working capital deficit balance of $2,121,624 at December 31, 2007.

Accounts receivable increased from $1,326,891 at December 31, 2007 to $1,364,452 at September 30, 2008. The increase was primarily due to increased revenues associated with the Company establishing its North Carolina operations beginning March 1, 2008.

Accounts payable and accrued expenses, which consist primarily of amounts due to third party service providers and toner suppliers, increased from $1,767,997 at December 31, 2007 to $1,861,585 at September 30, 2008. The increase was primarily due to the Company obtaining longer payment terms from key suppliers.

The Company currently has pending letters of intent with three companies to purchase certain assets of those businesses as described in Note 11 to the financial statements. These acquisitions are contingent upon the Company obtaining additional financing from outside resources.

The Company entered into no derivative financial instrument arrangements for the nine months ended September 30, 2008.

During the period from January 2008 through April 2008, the Company raised $1,520,000 through a private common stock offering, which included $175,000 in notes exchanged for units in the private offering. The Company sold approximately 30.4 units to accredited investors at $50,000 per unit, each unit consisting of 200,000 shares of common stock and 200,000 warrants to purchase 200,000 shares of common stock exercisable at a price of $0.30 per share. During April and May of 2008, the Company raised $1,500,000 through a private convertible debt offering, which included $100,000 in shareholder advances exchanged for units in the offering. In addition to the convertible notes, the investors received warrants to purchase 862,500 shares of common stock exercisable at a price of $0.35. These warrants are exercisable for five years. The Company reserved the right to call these warrants with 30 days notice if the Company becomes listed on NASDAQ, the average daily trading volume is equal to or greater than 400,000 shares and the stock price is $0.75 per share or more.

During the nine months ended September 30, 2008, the Company used $1,707,266 in cash for operations. The cash flows were used primarily to cover the Company's continued losses from operations. The Company does not expect to generate sufficient cash from existing operations to meet its capital requirements in the short term. Management believes it will be successful in financing its operations for the next twelve months. However, until such time as financing is obtained, there can be no assurance that sufficient funds will be available to finance its operations.

During the nine months ended September 30, 2008, the Company used $198,267 in cash from investing activities. The cash flows were used to purchase certain assets.

During the nine months ended September 30, 2008, the Company received $1,850,758 in cash from financing activities. These cash flows were primarily from $1,470,500 for the issuance of common stock, $796,265 for the issuance of notes payable, $1,400,000 for the issuance of convertible notes payable, $5,297,879 from draws on a revolving line of credit offset by $4,675,838 in payments on the revolving line of credit, $1,844,168 in payments on debt relating to Customer Lists and asset purchase agreements, $188,750 in payments on shareholder advances and $488,545 relating to other notes payable.

Business Outlook, Risks and Uncertainties

Economic Uncertainties

Current economic slowdown, financial market conditions, and the political environment may affect the Company's ability to raise financing. The Company will be required to raise additional capital to establish business operations. The uncertainty about the Company's ability to raise financing makes it difficult to predict the Company's results for fiscal year 2008 and its ability to continue as a going concern.

Sufficiency of Working Capital

As of September 30, 2008, the Company had a net working capital deficit of $3,189,912. The Company has inadequate financial resources to sustain its business activities. The Company could generate positive cash flows from operations with substantial reductions in personnel. However, this would prohibit the Company from executing its current acquisition strategy. The Company is currently spending approximating $100,000 more cash per month than is generated from operations.

During the quarter ended March 31, 2008, the Company received $1,420,000 in proceeds from a common stock offering. During the quarter ended June 30, 2008, the Company received $1,500,000 in proceeds from a convertible note offering, which included shareholder advances of $100,000 being converted into the note offering. During the quarter ended September 30, 2008, the Company received $350,000 in proceeds from a note offering. These proceeds were used for working capital and to satisfy short term note obligations. The Company estimates that it will need to raise an additional $3,800,000 during the next 12 months to meet its minimum capital requirements. There is substantial doubt that the Company will be able to continue as a going concern, absent raising additional financing. There can be no assurance that the Company will be successful in obtaining the required financing.

On April 23, 2008, the Company entered into a line of credit whith a financial institution, which is secured by all of the assets of the Company. The amount of the line of credit is $2,000,000. The availability of the line is determined by the accounts receivables of the Company. The current interest rate on the outstanding balance is nine percent per annum. The balance due was $622,041 at September 30, 2008. The approximate availability of the line was $140,000 at September 30, 2008.

The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

The Company does not use financial instruments for trading purposes and is not a party to any leverage derivatives. To the extent that the Company has or continues to issue debt obligations outside of the course of its normal operations, the Company's business and results of operations may be materially effected by changes in interest rates and certain other credit risk associated with its operations.

Other Matters

In the event the Company experiences substantial growth in the future, the Company's business and results of operations may be materially affected by changes in interest rates and certain other credit risk associated with its operations.

Off Balance Sheet Arrangements

The Company has no off balance sheet financing arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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