ITEM 2 - PROPERTIES - -------------------
We operate our business from one facility, located in Miami, Florida. We own the property and our facility contains approximately 63,170 square feet, of which approximately 48,300 square feet are utilized for manufacturing operations, and 14,870 square feet are used for administrative functions. We own all of the equipment used in our manufacturing operations. In the opinion of management, our properties are adequate and suitable for current operations. We are considering an expansion of our facility in 2000 to increase future manufacturing capacity to accommodate sales growth and broader product line offerings.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS - --------------------------
Not applicable
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------
Not applicable
PART II
ITEM 5
ITEM 5 - MARKET FOR THE REGISTRANT COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - --------------------------------------------------------------------------------
Our Common Stock, $.01 par value, is traded on the NASDAQ National Market under the symbol, "QUIP". The following table sets forth the high and low sales prices of our Common Stock as reported on the NASDAQ National Market for each calendar quarter in 1999 and 1998:
We paid a special dividend of $7.00 per share totaling $13,196,008 to shareholders on May 10, 1999.
As of February 4, 2000 we had approximately 270 record holders of the Common Stock, including brokers and other nominees.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
The selected financial data should be read in conjunction with the financial statements and related notes and also with Management's Discussion and Analysis of Financial Condition and Results of Operations, which are included elsewhere in this Annual Report on Form 10-K. The following selected financial data for each of the years in the five-year period ended December 31, 1999 has been derived from our audited balance sheets and related statements of income.
We paid a special dividend of $7.00 per share totaling $13,196,008 to shareholders on May 10, 1999; the reduction in shareholders equity in 1999 reflects this dividend.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND - ------------------------------------------------------------------------- RESULTS OPERATIONS - ------------------
Results of Operations (Note: All dollar amounts are in thousands) 1999 vs. 1998
Our sales growth was primarily in the domestic market. Sales for our core product lines, stackers and bottomwrappers, continue to be strong. The 1999 sales growth included increased sales of original equipment manufacturers (OEM) equipment. We sell OEM products to compliment our product line and provide our customers a single source solution for integrated post-press material handling systems.
The decrease in gross profit as a percentage of net sales is primarily due to the sale of a higher percentage of OEM equipment, which generally has lower margins than products we manufacture.
The increase in selling, general and administrative expenses was principally due to higher sales and marketing costs, offset in part by a decrease in professional fees. The higher sales and marketing costs were due in part to increased sales. Additionally, we increased spending on trade shows and advertising in trade journals in order to introduce our two new products, the automatic palletizer system and the Quipp-Gripp II gripper conveyer. We also hired a salesperson and sales support staff to improve our sales efforts in international markets.
The decrease in professional fees reflects reduced spending for legal and accounting fees. In 1998, the Company incurred professional fees in connection with an aborted business combination transaction and patent infringement litigation that we brought against another company. The litigation was settled in 1998.
Research and development costs in 1999 and 1998 were incurred primarily to develop two new products, the palletizer and the Quipp Gripp II. We expect to begin shipment of these products in 2000.
The increase in the 1999 operating income, as compared to 1998, was principally a result of the increases in sales volume. The decrease in operating income as a percentage of net sales is primarily due to the decrease in gross profit as a percentage of net sales.
The decrease in other income and expense (net) was due to the decrease in interest income. This decrease reflected lower cash and cash equivalents and securities available for sale due the payment of a $13,196,008 special dividend in May 1999.
Results of Operations
(Note: All dollar amounts are in thousands) 1998 vs. 1997
In 1998 we experienced record sales of our core products, stackers and bottomwrappers.
The increase in gross profit was principally the result of an improved sales mix and continued manufacturing cost control programs. Our core products have a higher gross profit margin than ancillary products such as conveyors, floor equipment or OEM equipment. The improved gross profit margin was partially offset by a reclassification of bad debt allowances of $474,186 to product cost contingencies (contract reserves). Cost contingencies are anticipated future additional costs that may be incurred after equipment is shipped and installed, the customer has been invoiced and revenue is recorded. We record cost contingencies to match possible future expenses with related revenue.
The increase in selling, general and administrative expense was principally due to legal and accounting fees incurred in connection with an aborted business combination and patent infringement litigation that we brought against another company, which was settled during 1998. The increase was offset in part by a reclassification of bad debt expense to product cost contingencies, which is included in cost of goods sold.
The increase in research and development expenditures from 1997 to 1998 principally related to development of an improved gripper conveyor and the development of a palletizer.
The decrease in the 1998 operating income, as compared to 1997, was principally a result of increases in research and development and selling, general and administrative costs, offset by the increase in gross profit. As a percentage of net sales, operating income remained relatively stable.
The increase in other income and expense (net) was a result of increases in interest income resulting from higher interest rates and higher balances of cash, cash equivalents and securities available for sale.
General
The majority of our sales are made on a contract basis. Typically, we receive a deposit upon the execution of the sales contract. Prior to shipment, we receive additional installment payments. We normally receive larger orders several months in advance of delivery. Therefore, backlog can be an important, though by no means conclusive, indication of our short-term revenue stream. The timing of revenues can be affected by pending orders, the amount of custom engineering required, the timetable for delivery, and the receipt and nature of new orders. Our backlog, as of December 31, 1999 and December 31, 1998, was $10,150,000 and $10,566,840, respectively. The backlog includes some OEM products, which generally have lower margins than products we manufacture. Management believes all orders in the December 31, 1999 backlog will be satisfied by the end of 2000.
Liquidity and Capital Resources
On December 31, 1999, cash, cash equivalents and securities available for sale totaled $13,339,318, as compared to $20,281,287 at December 31, 1998, a decrease of $6,941,969. This decrease was primarily due to the payment of a $13,196,008 special cash dividend to shareholders on May 10, 1999. The decrease was partially offset by cash provided by operations and $2,805,500 received upon the exercise of stock options. Working capital at December 31, 1999 was $14,518,483, a decrease of $6,601,998 from $21,120,481 at December 31, 1998. We believe that our cash, cash equivalents and securities available for sale together with cash generated from operations will be sufficient to fund operations at the current level.
Inflation
The rate of inflation has not had a material impact on operations.
Forward Looking Statements
The statements contained in this Annual Report on Form 10-K, including statements concerning shipment of backlog orders, shipment of automatic palletizing systems and Quipp Gripp II, the possible expansion of our facilities and adequacy of available resources, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. A number of important factors could cause actual results to differ materially from those in the forward looking statements including, but not limited to, economic conditions generally and specifically in the newspaper industry, demand and market acceptance for new and existing products, the impact of competitive products and pricing, manufacturing capacity, delays in shipment, cancellation of customer orders, and engineering and production difficulties.
ITEM 7A
ITEM 7A - QUALITATIVE AND QUANTATIVE DISCLOSURES ABOUT MARKET RISK - ------------------------------------------------------------------
See "Management's Discussion and Analysis of Financial Conditions and Results of Operations - Risk Factors."
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------
Independent Auditors' Report
Financial Statements:
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Income for each of the Years in the three- year period Ended December 31, 1999
Consolidated Statements of Shareholders' Equity for Each of the Years in the three-year Period Ended December 31,1999
Consolidated Statements of Cash Flows for each of the Years in the three-year period Ended December 31, 1999
Notes to Consolidated Financial Statements
Independent Auditors' Report
The Board of Directors Quipp, Inc.:
We have audited the accompanying consolidated balance sheets of Quipp, Inc. and subsidiary (the "Company") as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 1999 and 1998 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles.
/ s / KPMG LLP Miami, Florida February 4, 2000
See accompanying notes to the consolidated financial statements.
See accompanying notes to the consolidated financial statements.
See accompanying notes to the consolidated financial statements.
See accompanying notes to the consolidated financial statements.
QUIPP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation - The accompanying consolidated financial statements include the accounts of Quipp, Inc. and Quipp Systems, Inc., a wholly owned subsidiary (collectively, the Company). All material intercompany balances and transactions have been eliminated in consolidation.
Nature of business - The Company designs, manufactures, services and markets post-press material handling equipment to newspaper publishers. In the post-press stage of newspaper operations, newspapers move from the pressroom in a continuous stream and are stacked, bundled and transferred to the shipping docks. Conveyor systems transport newspapers from the press to stacking machines. The stacks of newspapers are wrapped and tied, conveyed to the shipping docks, loaded into carts or stored on pallets for further processing.
Inventories - Inventories include material, labor and factory overhead, and are stated at the lower of cost or market. Costs are determined using the first-in, first-out (FIFO) method.
Accounts Receivable/Deferred Revenue - Most of the Company's sales are made on a contract basis and require customers to make progress payments. Progress payments are recorded as deferred revenue when received. Revenue is recognized upon shipment of the equipment. Installation revenue is recognized upon completion of installation at the customer's site. Accounts receivable is presented net of an allowance for doubtful accounts of $306,424 for 1999 and $217,789 for 1998.
Goodwill - The excess of cost over the fair value of net assets of a purchased business is recorded as goodwill and amortized using the straight-line method over 17 years. The Company reviews the carrying value of goodwill for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill impairment, if any, is measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds. The assessment of the recoverability of goodwill will be affected if estimated future operating cash flows are not achieved.
Research and development costs - Research and development costs include expenditures for the development of new products, significant enhancements of existing products or production processes, and the design, testing and construction of prototypes. The Company expenses research and development costs as they are incurred.
Property, plant and equipment, net - Property, plant and equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred; alterations and major overhauls that improve an asset or extend the useful lives are capitalized.
Income taxes - Income taxes are accounted for using the liability method under the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting For Income Taxes." Deferred tax assets and liabilities are identified based on temporary differences between the financial statements and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income in the year the temporary difference is expected to recover or settle. Tax rate changes are recognized in the period in which the change occurs.
Cash and cash equivalents - Cash and cash equivalents include all the Company's operating cash balances, demand deposits and short-term investments with original maturities of three months or less. The Company classifies investments with an original maturity of more than three months as securities available for sale.
Income per share - Basic income per share is based on the weighted average number of common shares outstanding during the periods presented. Diluted income per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding in the periods presented. Dilutive common equivalent shares assume the exercise of options and warrants, calculated under the treasury stock method, using the average stock market prices during the periods.
Securities available for sale - Securities available for sale include investments that are not held for trading or not intended to be held to maturity. These instruments are recorded at their fair value. Unrealized holding gains or losses, net of the related tax effect, are included as a separate component of shareholders' equity. Realized gains and losses, arising from the sale of securities, are computed using the specific identification method and included in net income. Fair value of the securities is determined based upon market prices or discounted cash flow. A decrease in the market value below cost, determined to be other than temporary, would result in a reduction in carrying amount to fair value. This reduction would be charged to income. Premiums and discounts are amortized or accreted using a method that approximates the effective yield over the life of the security. Dividend and interest income is recognized when earned. The Company invests in short term and variable rate long term securities and believes there is no significant risk arising from interest rate fluctuations. The Company actively manages its investment portfolios to increase return on investments, but, in order to ensure liquidity, will only invest in instruments with credit quality where a secondary market exists.
Deferred bond financing cost - Deferred bond financing costs were incurred upon the issuance of industrial revenue bonds (see note 6) and are included in other assets. These costs are amortized using a method that approximates the effective yield over the term of the bonds.
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates could affect the reported amounts of revenues and expenses. Significant items subject to estimates include the allowance for doubtful accounts, warranty reserves, provision for cost contingencies on completed contracts and inventory reserves. Actual results could differ from those estimates.
Contract contingencies - Contract contingencies are estimates of additional expenses that may be incurred by the Company after a system is installed and revenue has been recognized. These costs occur when additional efforts are required to assure compliance with the customers' specifications. The estimate is based on the Company's past experience.
Warranty reserve - Warranty reserves are calculated based on the Company's previous experience with customers' claims arising from the sale of merchandise. The reserve is computed at 1 1/2% of contract revenue. Additions to this reserve are charged to selling expense. Warranty reserve is included in other accrued liabilities.
Impairment of long-lived assets - The Company assesses impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. Recoverability of assets is evaluated by comparing the net book value of the asset to the forecasted undiscounted future cash flows of the asset. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the net book value of the assets exceeds the fair value of the assets. Fair value is calculated using discounted future operating cash flows with a discount rate that reflects the Company's average cost of funds. There was no impairment of long-lived assets in 1999 and 1998.
Stock-Based compensation -The Company uses the intrinsic value-based method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, in accounting for it stock option plan. Under APB 25, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation, " established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has provided the disclosures required by SFAS No. 123. (see note 7)
Comprehensive income - In June 1997, the Financial Accounting Standards issued SFAS No. 130, "Reporting Comprehensive Income". SFAS 130 is effective for fiscal years beginning after December 15, 1997 and establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. The adoption of SFAS 130 has had no significant impact on the Company's financial statements. There were no items of other comprehensive income at December 31, 1999, 1998, and 1997.
Note 2 - SECURITIES AVAILABLE FOR SALE
Securities available for sale are recorded at fair value and consist primarily of federal, state and local government obligations and other short-term investments. As of December 31, 1999 and 1998, the carrying value of securities available for sale approximates fair value. Securities available for sale at December 31, 1999 and 1998 consisted of the following:
Note 3 - INVENTORIES
Components of inventory as of December 31, 1999 and 1998 were as follows:
Note 4 - INCOME TAXES
Income tax expense (benefit) for the years ended December 31, 1999, 1998 and 1997 is as follows:
The tax effects of the temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 1999 and 1998 are as follows:
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.
The following table summarizes the differences between the Company's effective income tax rate and the statutory federal tax rate for the years ended December 31, 1999, 1998, and 1997:
Note 5 - PROPERTY, PLANT AND EQUIPMENT, NET
The property, plant and equipment at December 31, 1999 and 1998 consist of the following:
Depreciation expense charged to income was $204,098, $213,847 and $196,651 in 1999, 1998, and 1997, respectively.
Note 6 - LONG-TERM DEBT
Industrial Revenue Bonds - On October 4, 1988, the Company borrowed $2,340,000 by issuing, through Dade County Industrial Development Authority, Variable Rate Industrial Revenue Bonds. The remaining balances of the bonds were $950,000 and $1,050,000 at December 31, 1999 and 1998, of which $100,000 is classified as current. The bonds are secured by a letter of credit from a bank, and bore interest at an average rate of 3.5% and 3.6% during 1999 and 1998, respectively. The bonds are payable in annual installments of $100,000 in years 2000 through 2007 and $150,000 in 2008. The letter of credit securing the Company's obligation expires on September 16, 2003.
Note 7 - STOCK OPTION PLANS
1996 Equity Compensation Plan - The Quipp, Inc. 1996 Equity Compensation Plan (Equity Compensation Plan) provides for grants of stock options and stock-based awards to employees, certain consultants and advisors of the Company. It also provides for the grant of stock options to non-employee members of the Company's Board of Directors. Stock options issued in connection with the Equity Compensation Plan are granted with an exercise price per share equal to the fair market value of a share of Company common stock at the date of grant. All stock options have five to ten-year maximum terms and vest, either immediately, or within four years of grant date. The total number of shares of common stock issuable under the Equity Compensation Plan is 600,000.
At December 31, 1999 and 1998, there were 36,000 and 165,500 shares, respectively, available for grant under the Equity Compensation Plan. Stock option activity during the periods indicated is as follows:
Using the Black Scholes option-pricing model, the per share average fair value of stock options granted during 1999, 1998 and 1997 ranged from approximately $7.40 to $10.25, $5.50 to $8.60 and $11.00 to $11.10, respectively. The following weighted-average assumptions were used in calculating fair value: an expected dividend yield of zero and expected lives ranging from five to ten years for 1999, 1998 and 1997, and a risk-free interest rate of 5.80%, 4.65% and 6.30% for 1999, 1998 and 1997, respectively.
The Company applies APB 25 in accounting for its stock options and, accordingly, no compensation expense has been recognized for its stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS 123, the Company's net income and net income per common and common equivalent shares would have been reduced to the pro forma amounts indicated as follows:
The full impact of calculating compensation expense for stock options under SFAS 123 is not reflected in the pro forma net income amounts presented above because compensation expense is reflected over the options' vesting period, which could be up to four years. At December 31, 1999 the range of exercise prices and remaining contractual life of outstanding options was $9.00 to $17.50, and 1.5 to 9.5 years, respectively. At December 31, 1999, the number of options exercisable was 79,625, and the weighted-average exercise price of those options was $15.01 as follows:
Note 8 - EARNINGS PER SHARE - ---------------------------
A reconciliation of the number of shares used in computing basic and diluted EPS follows:
Note 9 - MAJOR CUSTOMERS
For the years ended December 31, 1999, 1998, and 1997, no single customer accounted for 10% or more of the Company's net sales. The Company sells a substantial portion of its products to the domestic newspaper industry; foreign sales accounted for 6%, 12%, and 18% of total net sales in 1999, 1998 and 1997, respectively.
Note 10 - EMPLOYEE BENEFIT PLAN
The Quipp Systems, Inc. Employee Savings and Investment Plan (the Savings Plan), is a defined contribution plan which covers substantially all full-time employees. The Savings Plan permits eligible employees to contribute up to 20% of annual compensation, subject to the maximum allowable contribution limits of Sections 415, 401(k) and 404 of the Internal Revenue Code. In 1999, the Board of Directors approved an increase in the matching contribution to the Savings Plan of 50%, up to the first 8% of compensation deferred by each participant. In 1998, the Board of Directors approved an increase in the matching contribution to the Savings Plan of 50%, up to the first 6% of compensation deferred by each participant, up from 4% in prior years. The amount contributed by the Company in 1999, 1998, and 1997, was $118,755, $66,588 and $62,889, respectively. The Company, as sponsor, pays the administrative expenses of the Savings Plan.
Note 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial instruments including cash and cash equivalents, securities available for sale, accounts receivable, other assets, prepaid expenses and other receivables, long-term debt, accounts payable, accrued salaries and wages and other accrued liabilities approximate fair value.
Note 12 - CONTINGENCIES
In the normal course of business, the Company is exposed to litigation, including asserted and unasserted claims. In the opinion of management, the resolution of these matters would not have a material adverse effect on the Company's financial position, results of operations or liquidity.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - ------------------------------------------------------------------------ FINANCIAL DISCLOSURE - --------------------
Not applicable.
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------
This information (other than the information relating to executive officers included in Part I) will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of our fiscal year covered by this report, and is hereby incorporated by reference to such Proxy Statement.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION - --------------------------------
This information will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of our fiscal year covered by this report, and is hereby incorporated by reference to such Proxy Statement.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------
This information will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of the Company's fiscal year covered by this report, and is hereby incorporated by reference to such Proxy Statement.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - --------------------------------------------------------
Not applicable
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------
(a) 1 Financial Statements - See "Index to Financial Statements" in Item 8
2 All schedules are omitted because they are inapplicable except for:
Schedule II - Valuation and Qualifying Accounts
3 Exhibits (Note: The file number of all referenced Annual and Quarterly Reports on Forms 10-K and forms 10-Q, respectively, is 0-14870.)
Exhibit No.
3.1 Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
3.2 By-Laws, as amended (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10K for the fiscal year ended December 31, 1998).
10.1.1 Loan Agreement between Dade County Industrial Development Authority and Quipp, Inc. dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.2 Indenture of Trust between Dade County Industrial Development Authority and Mellon Bank, N.A. dated as of October 31, 1988 (Incorporated by reference to Exhibit 10.4.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.3 Specimen Bond - Dade County Industrial Development Authority (Incorporated by reference to Exhibit 10.4.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.4 Copy of Promissory Note, dated as of October 4, 1988, from Quipp, Inc. to Dade County Industrial Development Authority (Incorporated by reference to Exhibit 10.4.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.5 Reimbursement Agreement among NCNB National Bank of North Carolina, Quipp Systems, Inc. and Quipp, Inc. dated as of October 4, 1988 (Incorporated by reference to Exhibit 10.4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.6 Mortgage and Security Agreement from Quipp, Inc. to NCNB National Bank of North Carolina and Dade County Industrial Development Authority dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.7 Guaranty Agreement among Quipp Systems, Inc., Quipp Inc., and Dade County Industrial Development Authority dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.8 Guaranty Agreement among Quipp Systems, Inc., Quipp Inc., and NCNB NationsBank of North Carolina dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.9 Letter Agreement dated March 26, 1992 between NCNB National Bank of North Carolina and the Registrant dated March 27, 1991 (Incorporated by reference to Exhibit 10.3.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
10.1.10 Amendment to Reimbursement Agreement among NationsBank of North Carolina N.A., Quipp Systems, Inc. and Quipp, Inc. dated as of March 31, 1994 (Incorporated by reference to Exhibit 10.2.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
*10.2 Quipp, Inc. 1996 Equity Compensation Plan (Incorporated by Reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
*10.3 Quipp Systems, Inc. Employee Savings and Investment Plan (Incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
*10.4 Quipp Inc. Management Incentive Plan (Incorporated by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10K for the fiscal year ended December 31, 1998).
*10.5 Restated Employment Agreement, dated as of January 25, 1999, among Quipp, Inc, Quipp Systems, Inc. and Christer Sjogren.
11 Computation of Net Income Per Share.
22 Subsidiary of the Registrant (Incorporated by reference to Exhibit 22 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987).
23 Consent of KPMG LLP
27 Financial Data Schedule
* Constitutes management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.
(b) The Registrant filed no reports on Form 8-K during the last quarter of the period covered by this report.
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:
Quipp, Inc.
Date: March 24, 2000 By: /s/ Anthony P. Peri ------------------------- Anthony P. Peri, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in behalf of the registrant and in the capacities and on the dates indicated:
QUIPP, INC. ANNUAL REPORT ON FORM 10-K
EXHIBIT INDEX
Exhibit No.
3.1 Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
3.2 By-Laws, as amended (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10K for the fiscal year ended December 31, 1998).
10.1.1 Loan Agreement between Dade County Industrial Development Authority and Quipp, Inc. dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.2 Indenture of Trust between Dade County Industrial Development Authority and Mellon Bank, N.A. dated as of October 31, 1988 (Incorporated by reference to Exhibit 10.4.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.3 Specimen Bond - Dade County Industrial Development Authority (Incorporated by reference to Exhibit 10.4.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.4 Copy of Promissory Note, dated as of October 4, 1988, from Quipp, Inc. to Dade County Industrial Development Authority (Incorporated by reference to Exhibit 10.4.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.5 Reimbursement Agreement among NCNB National Bank of North Carolina, Quipp Systems, Inc. and Quipp, Inc. dated as of October 4, 1988 (Incorporated by reference to Exhibit 10.4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.6 Mortgage and Security Agreement from Quipp, Inc. to NCNB National Bank of North Carolina and Dade County Industrial Development Authority dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.7 Guaranty Agreement among Quipp Systems, Inc., Quipp Inc., and Dade County Industrial Development Authority dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.8 Guaranty Agreement among Quipp Systems, Inc., Quipp Inc., and NCNB NationsBank of North Carolina dated as of October 1, 1988 (Incorporated by reference to Exhibit 10.4.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).
10.1.9 Letter Agreement dated March 26, 1992 between NCNB National Bank of North Carolina and the Registrant dated March 27, 1991 (Incorporated by reference to Exhibit 10.3.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
10.1.10 Amendment to Reimbursement Agreement among NationsBank of North Carolina N.A., Quipp Systems, Inc. and Quipp, Inc. dated as of March 31, 1994 (Incorporated by reference to Exhibit 10.2.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
*10.2 Quipp, Inc. 1996 Equity Compensation Plan (Incorporated by Reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
*10.3 Quipp Systems, Inc. Employee Savings and Investment Plan (Incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
*10.4 Quipp Inc. Management Incentive Plan (Incorporated by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10K for the fiscal year ended December 31, 1998).
*10.5 Restated Employment Agreement, dated as of January 25, 1999, among Quipp, Inc, Quipp Systems, Inc. and Christer Sjogren.
11 Computation of Net Income Per Share.
22 Subsidiary of the Registrant (Incorporated by reference to Exhibit 22 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987).
23 Consent of KPMG LLP
27 Financial Data Schedule
* Constitutes management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.