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SEC Company Response from IMPRESO INC (CIK 0001108345) — Apr 20, 2005

IMPRESO INC (CIK 0001108345)
Date: April 20, 2005 · CIK: 0001108345 · Accession: 0000950134-05-007753

AI Filing Summary & Sentiment

Referenced dates: March 24, 2005

Date
April 20, 2005
Author
Not clearly detected
Form
CORRESP
Company
IMPRESO INC (CIK 0001108345)

Letter

United States Securities and Exchange Commission Via Facsimile and First Class Mail Attention: Jean Yu 450 Fifth Street N.W. Washington, D.C. 20549

Dear Ms. Yu,

In response to your letter dated March 24, 2005:

Form 10-K for the fiscal year ended August 31, 2004

Item 6. Selected Financial Data, page 14

1. In all relevant future filings, Registrant will briefly describe or cross-reference pertinent discussions to information in the selected financial data for any factors which may materially affect the comparability of the information in the table. Below is an example of the proposed disclosure.

SELECTED FINANCIAL DATA (a)

Years Ended August 31,

2004 (b)

Operations Data:

Net Sales

$ 73,098,956

$ 94,177,290

$ 119,525,362

$ 117,222,957

$ 103,989,229

Net Income (loss)

931,317

1,246,945

1,676,442

617,831

1,013,595

Earnings (loss) per Common share:

Net Income (loss)

0.18

0.24

0.32

0.12

.19

Consolidated Balance Sheet Data:

Total assets

39,383,548

62,202,597

66,971,864

56,336,300

52,072,238

Long-term debt (excluding current maturities)

3,782,079

6,328,454

10,609,790

9,571,934

8,391,917

Stockholders’ Equity

$ 13,504,590

$ 14,712,643

$ 16,416,612

$ 17,040,890

18,054,485

(a)

This schedule should be read in conjunction with our audited Consolidated Financial Statements and related notes thereto.

(b)

Earnings per share increase partially due to a non-recurring event, a deferred gain benefit resulting from the sale of our California facility. See Form 10-K for the year ended August 31, 2004, page F-10, Other Expense (Income), Net.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Revenue Recognition, page 15

2. Registrant assesses the likelihood of collecting credit accounts prior to revenue recognition. Customers’ credit backgrounds are checked through industry associations and D & B credit reports prior to Registrant extending credit. Those customers that are entities which insulate the principals from liability and have less desirable credit ratings are given an option to have a primary individual execute a personal guarantee. In accordance with Staff Accounting Bulletin Topic 13, these activities reasonably assure that the sale is collectible.

Registrant reserves 1/2% of monthly sales as a bad debt reserve. This percentage is based upon historical trends. Consistent monitoring of the accounts receivable allows us to determine if a customer is slow paying. If this occurs we reorder an updated D&B report and check with other vendors of the customer to see if there may be a slow pay trend. If this is the case we will pressure the customer for payment, lower their credit limit or put the customer on credit hold. By monitoring these specific accounts it allows us to re-evaluate our bad debt reserve and adjust as appropriate. We also monitor larger customers’ public information to assess financial status, any indications of financial weakness prompt immediate action to monitor their account. If through our monitoring process we feel there may be additional exposure, we increase our reserve accordingly.

In all relevant future filings, Registrant will expand its disclosure in the MD&A and in the notes to the consolidated financial statements to clarify our revenue recognition policy. Below is an example of the proposed disclosure.

We record sales of hard copy imaging and bottled water products when products are shipped to customers. We assess the likelihood of collecting credit accounts prior to revenue recognition and are reasonably assured a majority of the sales are collectible due to our credit policies and collection methods. The Company reserves 1/2% of monthly sales as a bad debt reserve. This percentage is based upon historical trends. Consistent monitoring of the accounts receivable allows us to determine if an account’s collection is becoming compromised. We reinvestigate delinquent customers to see if there may be a slow pay trend or economic condition affecting this customer. Subsequent to reinvestigation, we evaluate our bad debt reserve and if the information reflects additional exposure, we increase our reserve accordingly. Hotsheet.com, Inc. generates its revenue by click through fee advertising revenues and commissions earned. Click through fees are generated when traffic is sent from the Hotsheet.com website, via a link, to a vendors website. Commissions are generated when the linked traffic makes purchases. The revenue is recognized upon receipt.

Inventories, page 16

3. Registrant’s return policy for hard copy imaging and bottled water products is to accept product back for full credit if the product was shipped in error or for product that fails to meet acceptable quality standards. This credit will include the cost of the product and all associated shipping charges. Registrant may authorize damaged or quality-related product to be scrapped rather than incurring return freight costs back to a plant or warehouse facility. Authorization for scrapped product will include credit for the cost of the product and outbound freight charges against the original invoice. Returns of this nature must comply with the following: return authorization is valid for 30 days only; claims must be submitted to Registrant customer service within one week of product being delivered;

Registrant will not accept collect shipments on product being returned; and samples of defective product must be sent to the Customer Service Returns Coordinator for evaluation and disposition of product.

Registrant will also accept hard copy imaging product back for credit subject to a restocking charge (20% on Impreso brand; 30% on IBM brand) for product that is in re-saleable condition, returned within 4 months of original purchase and has not been discontinued from the product line. Return freight costs are the responsibility of the customer. Original invoice charges such as minimum handling charge, UPS charge, outbound freight, etc. will not be reimbursed as part of the credit adjustment. Products with a shorter shelf-life, such as carbonless paper and thermal products must be returned within 3 months of original purchase.

Once a return has been authorized and the product returned to Registrant’s warehouse or plant, the customer is issued a credit, according to the type of return, against their account. This credit is then booked to the returns and allowances account and a reduction in revenue is taken.

Registrant’s revenue recognition policy meets all six conditions of paragraph 6 of FAS No. 48 as outlined below. A) Registrant quotes a price to buyer, and if buyer accepts by placing an order, the sales price is fixed at the quote, therefore price is determinable at the date of sale. B) Registrant bills buyer when product is shipped. Buyer is obligated to pay Registrant within the terms of the sale, usually a 30, 60, or under rare situations, 90 days. There are no explicit or implicit agreements between the parties that the buyer does not have to pay according to the terms of the sale. There are no contractual agreements that the buyer’s obligation to pay is dependant upon buyer’s resale to the end user. C) The risk of loss passes to the buyer upon delivery. D) All of Registrant’s customers are unaffiliated and economically independent from Registrant, and can exist without purchasing Registrant’s products and obtaining Registrant’s extension of terms. E) Registrant is not responsible to any buyers to assist in the resale of Registrant’s products by buyer to end user. F) The amount of future returns of hard copy imaging products can be reasonably estimated due to the non perishable nature of the goods, the modest return periods, the commodity nature of a majority of the products, the high multiple of buyer’s inventory turns due to the consumable nature of Registrant’s products, and the substantial penalty of the restocking charge (buyer has incentive to discount and sell instead of returning). The amount of future returns of water products can be reasonably estimated by average industry quality failure rates for water bottling facilities and internal failure rates for order errors.

In all relevant future filings, Registrant will expand in its disclosure the nature and significant terms of our product return policy. Below is an example of the proposed disclosure

We record reductions in revenue when products are returned. Returns and allowances are monitored based on a historical percentage of sales. Our return policy is to accept product back for full credit if the product was shipped in error or for product that fails to meet acceptable quality standards. This credit will include the cost of the product and all associated shipping charges. Returns of this nature must comply with the following: return authorization is valid for 30 days only; claims must be submitted to customer service within one week of product being delivered; We will not accept collect shipments on product being returned; and samples of defective product must be sent to the Customer Service Returns Coordinator for evaluation and disposition of product.

We will also accept hard copy imaging product back for credit subject to a restocking charge (20% on Impreso brand; 30% on IBM brand) for product that is in re-saleable condition, returned within 4 months of original purchase and has not been discontinued from the product line. Return freight costs are the

responsibility of the customer. Original invoice charges such as minimum handling charge, UPS charge, outbound freight, etc. will not be reimbursed as part of the credit adjustment. Products with a shorter shelf-life, such as carbonless paper and thermal products must be returned within 3 months of original purchase.

Once a return has been authorized and the product returned to our warehouse or plant, the customer is issued a credit, according to the type of return, against their account. This credit is then booked to the returns and allowances account and a reduction in revenue is taken.

Results of operations, page 17

4. IBM is not a customer. IBM is a Trademark Licensor to Registrant. Registrant pays IBM a royalty for the use of the brand. The termination of the IBM trademark agreement did not impact our assumptions and estimates in analyzing the impairment to our long lived assets. Substantially all of the products Registrant sold under the IBM brand are also sold under the Impreso brand. Registrant has initiated a condensed marketing program to convert Registrant’s customers who were purchasing our IBM branded products to our proprietary brand, Impreso. All long lived assets associated with the manufacture of the IBM branded products will continue to be utilized, and therefore will be accounted for in the same manner, to produce Impreso branded products.

The product which comprised the loss of sales to Staples was continuous feed business forms. Staples continues to stock this product, but choose another supplier. Registrant has been adding distribution centers of another large purchaser of this product, and believes it will replace the Staples business at the same or greater levels in fiscal 2005-2006.Although the continuous feed business forms market is mature and declining, there are also significantly fewer suppliers. The loss of the Staples business and the declining market for continuous feed business forms has not altered our impairment analysis to our long lived assets associated with the conversion of this product. Our significant assumptions and estimates used in the analysis are: All of the continuous feed business forms equipment was purchased in the 1980’s and 1990’s, and prior to expanding or contracting the number of machines, Registrant has added or reduced additional shifts to accommodate production work loads, therefore Registrant does not have an large quantity of machines that become idle at the same time. Although these machines were built to last decades, Registrant fully depreciated this equipment in 7 years and these assets are held at salvage value. There are still thousands of large impact printers in operation across the United States and in other countries that utilize continuous feed business forms. These printers were also built to last decades. The decline of the continuous feed business forms market in the United States, and our share of that market may stabilize, due to a floor on the number of businesses willing to invest, prior to the end of the equipments purchase cycle, in newer technology and the dwindling number of suppliers. The equipments’ useful life span is greater than the demand for our nationally distributed product. As the machinery utilized by Registrant becomes inactive, Registrant solicits its sale in international markets. Foreign, less developed countries specifically seek out machines such as these with long life spans and value oriented purchase prices for export to support the large impact printers they are purchasing used from US sources.

In all relevant future filings, Registrant will expand its disclosure on significant events affecting liquidity, capital resources, and results of operations. Below is an example of the proposed disclosure.

On December 1, 2004 TST and IBM terminated the Trademark Licensee Agreement. Net sales and revenue attributable to IBM branded products will gradually decline until the agreement is concluded in August

2005. Substantially all of the products we sell under the IBM brand are also sold under the Impreso brand. We have initiated a condensed marketing program to convert our customers who were purchasing our IBM branded products to our proprietary brand, Impreso. Therefore, we believe that any quantity of lost or lower margin sales should not materially impact our liquidity, capital resources and results of operations due to this event.

The cessation of sales of continuous business forms to a significant customer has had a material impact on our net sales and revenues, and adversely affected our liquidity, capital resources and results of operations. We are currently working to replace this business with other volume purchasers of this product. We have also been successful in introducing other product lines to this customer and will continue to try and recapture the sale of continuous business forms to this company. Management believes that we can increase net sales of all of our products to replace the volume of continuous forms sold to this one customer within two years of the loss.

The decline in continuous feed business forms has not yet materially impacted our net sales and revenues. Management has compensated for the maturity and decline of this hard copy imaging category by branching into other hard copy imaging products such as cut sheet, value added, and add roll products to replace the lost revenue from the sales of continuous feed products. The most recent addition to our product line, a complimentary item to hard copy imaging products for office products distributors, is bottled spring water which started generating sales in the first part of fiscal 2005. Bottled spring water did not utilize our existing equipment and during the start up phase necessitated the acquisition of new facilities and equipment, thereby depleting capital resources and reducing liquidity. This, combined with other events, collectively adversely impacted operations. However, the long term investment in this product category will maximize the

Show Raw Text
CORRESP
1
filename1.htm

corresp

IMPRESO, INC.

655 Southwestern Boulevard

Coppell, Texas 75019

April 20, 2005

United States Securities and Exchange Commission           Via Facsimile and First Class Mail

Attention: Jean Yu

450 Fifth Street N.W.

Washington, D.C. 20549

Dear Ms. Yu,

In response to your letter dated March 24, 2005:

Form 10-K for the fiscal year ended August 31, 2004

Item 6. Selected Financial Data, page 14

    1.
    In all relevant future filings, Registrant will briefly describe or cross-reference pertinent
discussions to information in the selected financial data for any factors which may materially
affect the comparability of the information in the table. Below is an example of the proposed
disclosure.

SELECTED FINANCIAL DATA (a)

Years Ended August 31,

    2000

    2001

    2002

    2003

    2004 (b)

    Operations Data:

    Net Sales

    $
    73,098,956

    $
    94,177,290

    $
    119,525,362

    $
    117,222,957

    $
    103,989,229

    Net Income (loss)

    931,317

    1,246,945

    1,676,442

    617,831

    1,013,595

    Earnings (loss) per
Common share:

    Net Income (loss)

    0.18

    0.24

    0.32

    0.12

    .19

    Consolidated Balance Sheet Data:

    Total assets

    39,383,548

    62,202,597

    66,971,864

    56,336,300

    52,072,238

    Long-term debt
(excluding current
maturities)

    3,782,079

    6,328,454

    10,609,790

    9,571,934

    8,391,917

    Stockholders’ Equity

    $
    13,504,590

    $
    14,712,643

    $
    16,416,612

    $
    17,040,890

    18,054,485

    (a)

    This schedule should be read in conjunction with our audited Consolidated Financial
Statements and related notes thereto.

    (b)

    Earnings per share increase partially due to a non-recurring event, a deferred gain
benefit resulting from the sale of our California facility. See Form 10-K for the year
ended August 31, 2004, page F-10, Other Expense (Income), Net.

1

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Policies

Revenue Recognition, page 15

    2.
    Registrant assesses the likelihood of collecting credit accounts prior to revenue
recognition. Customers’ credit backgrounds are checked through industry associations and D & B
credit reports prior to Registrant extending credit. Those customers that are entities which
insulate the principals from liability and have less desirable credit ratings are given an
option to have a primary individual execute a personal guarantee. In accordance with Staff
Accounting Bulletin Topic 13, these activities reasonably assure that the sale is collectible.

    Registrant reserves 1/2% of monthly sales as a bad debt reserve. This percentage is based
upon historical trends. Consistent monitoring of the accounts receivable allows us to
determine if a customer is slow paying. If this occurs we reorder an updated D&B report and
check with other vendors of the customer to see if there may be a slow pay trend. If this is
the case we will pressure the customer for payment, lower their credit limit or put the
customer on credit hold. By monitoring these specific accounts it allows us to re-evaluate
our bad debt reserve and adjust as appropriate. We also monitor larger customers’ public
information to assess financial status, any indications of financial weakness prompt
immediate action to monitor their account. If through our monitoring process we feel there
may be additional exposure, we increase our reserve accordingly.

    In all relevant future filings, Registrant will expand its disclosure in the MD&A and in the
notes to the consolidated financial statements to clarify our revenue recognition policy.
Below is an example of the proposed disclosure.

We record sales of hard copy imaging and bottled water products when products are shipped to
customers. We assess the likelihood of collecting credit accounts prior to revenue recognition and
are reasonably assured a majority of the sales are collectible due to our credit policies and
collection methods. The Company reserves 1/2% of monthly sales as a bad debt reserve. This
percentage is based upon historical trends. Consistent monitoring of the accounts receivable allows
us to determine if an account’s collection is becoming compromised. We reinvestigate delinquent
customers to see if there may be a slow pay trend or economic condition affecting this customer.
Subsequent to reinvestigation, we evaluate our bad debt reserve and if the information reflects
additional exposure, we increase our reserve accordingly. Hotsheet.com, Inc. generates its revenue
by click through fee advertising revenues and commissions earned. Click through fees are generated
when traffic is sent from the Hotsheet.com website, via a link, to a vendors website. Commissions
are generated when the linked traffic makes purchases. The revenue is recognized upon receipt.

Inventories, page 16

    3.
    Registrant’s return policy for hard copy imaging and bottled water products is to accept
product back for full credit if the product was shipped in error or for product that fails to
meet acceptable quality standards. This credit will include the cost of the product and all
associated shipping charges. Registrant may authorize damaged or quality-related product to be
scrapped rather than incurring return freight costs back to a plant or warehouse facility.
Authorization for scrapped product will include credit for the cost of the product and
outbound freight charges against the original invoice. Returns of this nature must comply with
the following: return authorization is valid for 30 days only; claims must be submitted to
Registrant customer service within one week of product being delivered;

2

    Registrant will not accept collect shipments on product being returned; and samples of
defective product must be sent to the Customer Service Returns Coordinator for evaluation
and disposition of product.

Registrant will also accept hard copy imaging product back for credit subject to a
restocking charge (20% on Impreso brand; 30% on IBM brand) for product that is in
re-saleable condition, returned within 4 months of original purchase and has not been
discontinued from the product line. Return freight costs are the responsibility of the
customer. Original invoice charges such as minimum handling charge, UPS charge, outbound
freight, etc. will not be reimbursed as part of the credit adjustment. Products with a
shorter shelf-life, such as carbonless paper and thermal products must be returned within 3
months of original purchase.

    Once a return has been authorized and the product returned to Registrant’s warehouse or
plant, the customer is issued a credit, according to the type of return, against their
account. This credit is then booked to the returns and allowances account and a reduction in
revenue is taken.

    Registrant’s revenue recognition policy meets all six conditions of paragraph 6 of FAS No.
48 as outlined below. A) Registrant quotes a price to buyer, and if buyer accepts by placing
an order, the sales price is fixed at the quote, therefore price is determinable at the date
of sale. B) Registrant bills buyer when product is shipped. Buyer is obligated to pay
Registrant within the terms of the sale, usually a 30, 60, or under rare situations, 90
days. There are no explicit or implicit agreements between the parties that the buyer does
not have to pay according to the terms of the sale. There are no contractual agreements that
the buyer’s obligation to pay is dependant upon buyer’s resale to the end user. C) The risk
of loss passes to the buyer upon delivery. D) All of Registrant’s customers are unaffiliated
and economically independent from Registrant, and can exist without purchasing Registrant’s
products and obtaining Registrant’s extension of terms. E) Registrant is not responsible to
any buyers to assist in the resale of Registrant’s products by buyer to end user. F) The
amount of future returns of hard copy imaging products can be reasonably estimated due to
the non perishable nature of the goods, the modest return periods, the commodity nature of a
majority of the products, the high multiple of buyer’s inventory turns due to the consumable
nature of Registrant’s products, and the substantial penalty of the restocking charge (buyer
has incentive to discount and sell instead of returning). The amount of future returns of
water products can be reasonably estimated by average industry quality failure rates for
water bottling facilities and internal failure rates for order errors.

    In all relevant future filings, Registrant will expand in its disclosure the nature and
significant terms of our product return policy. Below is an example of the proposed
disclosure

We record reductions in revenue when products are returned. Returns and allowances are monitored
based on a historical percentage of sales. Our return policy is to accept product back for full
credit if the product was shipped in error or for product that fails to meet acceptable quality
standards. This credit will include the cost of the product and all associated shipping charges.
Returns of this nature must comply with the following: return authorization is valid for 30 days
only; claims must be submitted to customer service within one week of product being delivered; We
will not accept collect shipments on product being returned; and samples of defective product must
be sent to the Customer Service Returns Coordinator for evaluation and disposition of product.

We will also accept hard copy imaging product back for credit subject to a restocking charge (20%
on Impreso brand; 30% on IBM brand) for product that is in re-saleable condition, returned within 4
months of original purchase and has not been discontinued from the product line. Return freight
costs are the

3

responsibility of the customer. Original invoice charges such as minimum handling charge, UPS
charge, outbound freight, etc. will not be reimbursed as part of the credit adjustment. Products
with a shorter shelf-life, such as carbonless paper and thermal products must be returned within 3
months of original purchase.

Once a return has been authorized and the product returned to our warehouse or plant, the customer
is issued a credit, according to the type of return, against their account. This credit is then
booked to the returns and allowances account and a reduction in revenue is taken.

Results of operations, page 17

    4.
    IBM is not a customer. IBM is a Trademark Licensor to Registrant. Registrant pays IBM a
royalty for the use of the brand. The termination of the IBM trademark agreement did not
impact our assumptions and estimates in analyzing the impairment to our long lived assets.
Substantially all of the products Registrant sold under the IBM brand are also sold under the
Impreso brand. Registrant has initiated a condensed marketing program to convert Registrant’s
customers who were purchasing our IBM branded products to our proprietary brand, Impreso. All
long lived assets associated with the manufacture of the IBM branded products will continue to
be utilized, and therefore will be accounted for in the same manner, to produce Impreso
branded products.

    The product which comprised the loss of sales to Staples was continuous feed business forms.
Staples continues to stock this product, but choose another supplier. Registrant has been
adding distribution centers of another large purchaser of this product, and believes it will
replace the Staples business at the same or greater levels in fiscal 2005-2006.Although the
continuous feed business forms market is mature and declining, there are also significantly
fewer suppliers. The loss of the Staples business and the declining market for continuous
feed business forms has not altered our impairment analysis to our long lived assets
associated with the conversion of this product. Our significant assumptions and estimates
used in the analysis are: All of the continuous feed business forms equipment was purchased
in the 1980’s and 1990’s, and prior to expanding or contracting the number of machines,
Registrant has added or reduced additional shifts to accommodate production work loads,
therefore Registrant does not have an large quantity of machines that become idle at the
same time. Although these machines were built to last decades, Registrant fully depreciated
this equipment in 7 years and these assets are held at salvage value. There are still
thousands of large impact printers in operation across the United States and in other
countries that utilize continuous feed business forms. These printers were also built to
last decades. The decline of the continuous feed business forms market in the United States,
and our share of that market may stabilize, due to a floor on the number of businesses
willing to invest, prior to the end of the equipments purchase cycle, in newer technology
and the dwindling number of suppliers. The equipments’ useful life span is greater than the
demand for our nationally distributed product. As the machinery utilized by Registrant
becomes inactive, Registrant solicits its sale in international markets. Foreign, less
developed countries specifically seek out machines such as these with long life spans and
value oriented purchase prices for export to support the large impact printers they are
purchasing used from US sources.

    In all relevant future filings, Registrant will expand its disclosure on significant events
affecting liquidity, capital resources, and results of operations. Below is an example of
the proposed disclosure.

On December 1, 2004 TST and IBM terminated the Trademark Licensee Agreement. Net sales and revenue
attributable to IBM branded products will gradually decline until the agreement is concluded in
August

4

2005. Substantially all of the products we sell under the IBM brand are also sold under the Impreso
brand. We have initiated a condensed marketing program to convert our customers who were purchasing
our IBM branded products to our proprietary brand, Impreso. Therefore, we believe that any quantity
of lost or lower margin sales should not materially impact our liquidity, capital resources and
results of operations due to this event.

The cessation of sales of continuous business forms to a significant customer has had a material
impact on our net sales and revenues, and adversely affected our liquidity, capital resources and
results of operations. We are currently working to replace this business with other volume
purchasers of this product. We have also been successful in introducing other product lines to this
customer and will continue to try and recapture the sale of continuous business forms to this
company. Management believes that we can increase net sales of all of our products to replace the
volume of continuous forms sold to this one customer within two years of the loss.

The decline in continuous feed business forms has not yet materially impacted our net sales and
revenues. Management has compensated for the maturity and decline of this hard copy imaging
category by branching into other hard copy imaging products such as cut sheet, value added, and add
roll products to replace the lost revenue from the sales of continuous feed products. The most
recent addition to our product line, a complimentary item to hard copy imaging products for office
products distributors, is bottled spring water which started generating sales in the first part of
fiscal 2005. Bottled spring water did not utilize our existing equipment and during the start up
phase necessitated the acquisition of new facilities and equipment, thereby depleting capital
resources and reducing liquidity. This, combined with other events, collectively adversely impacted
operations. However, the long term investment in this product category will maximize the