10-Q 1 c67578fe10-q.txt QUARTERLY REPORT ENDED 12/31/01 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2001 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____ to _____ Commission file number 0-26756 GEOGRAPHICS, INC. (Exact Name of Registrant as Specified in Its Charter) ---------------- DELAWARE 87-0305614 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1555 ODELL ROAD, P. O. BOX 1750, BLAINE, WASHINGTON 98231 (Address and Zip Code of Principal Executive Offices) Registrant's Telephone Number, Including Area Code (360) 332-6711 ---------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, $.001 PAR VALUE Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No ------- ------- The aggregate market value of the common stock held by nonaffiliates of the registrant as of February 15, 2002 was $1,687,746 based on a closing sales price of $0.075 per share on the NASDAQ OTC Bulletin Board on such date. The number of shares outstanding of the registrant's common stock, $.001 par value, as of February 12, 2002 was 38,191,676. DOCUMENTS INCORPORATED BY REFERENCE. NONE TABLE OF CONTENTS

PAGE PART I - FINANCIAL INFORMATION..........................................................................................1 ITEM 1. FINANCIAL STATEMENTS..................................................................................1 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................1 FORWARD-LOOKING STATEMENTS.....................................................................................1 RESULTS OF OPERATIONS..........................................................................................2 LIQUIDITY AND CAPITAL RESOURCES................................................................................3 NEW ACCOUNTING PRONOUNCEMENTS..................................................................................3 ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK...............................................4 PART II - OTHER INFORMATION.............................................................................................45 ITEM 2.3- ~~CHANGES~~DEFAULTS INUPON ~~SECURITIES~~SENIOR ~~AND USE OF PROCEEDS~~SECURITIES.............................................................~~4 ITEM 4~~. ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~.........~~..........................................~~5 ITEM 5 - OTHER INFORMATION.....................................................................................5 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K......................................................................6 SIGNATURE...............................................................................................................6

-i- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Geographics, Inc. (the "Company" or "Geographics") has attached to this Report and by this reference incorporated herein the unaudited condensed consolidated financial statements consisting of the consolidated balance sheets as of December 31, 2001 and March 31, 2001, the consolidated statements of operations (loss) for the three and nine months ended December 31, 2001 and 2000, and the consolidated statements of cash flows for the nine months ended December 31, 2001 and 2000, together with the notes thereto. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the condensed consolidated financial statements of the Company and the notes thereto appearing elsewhere in this Report. FORWARD-LOOKING STATEMENTS Statements herein concerning expectations for the future constitute forward-looking statements which are subject to a number of known and unknown risks, uncertainties and other factors which might cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements herein include, but are not limited to, those concerning anticipated growth in the preprint paper and file storage markets; anticipated growth in the Company's sales; anticipated growth in sales of specialty paper products as a percentage of revenue; the Company's ability to increase its market share within the preprint industry; the ability of the Company to successfully implement price changes for the Company's products when and as needed; trends relating to the Company's profitability and gross profits margins; the ability of the Company to implement, or modify its management information system, adequately to meet operations requirements in the future and to improve its internal controls; and the ability of the Company to refinance its existing revolving credit facility and to raise additional debt or equity financing sufficient to meet its working capital requirements. Relevant risks and uncertainties include, but are not limited to, slower than anticipated growth of the preprint paper market; loss of certain key customers; insufficient consumer acceptance of the Company's specialty paper and file storage products; unanticipated actions, including price reductions, by the Company's competitors; unanticipated increases in the costs of raw materials used to produce the Company's products; loss of favorable trade credit; supply terms, reliable and immediately available raw material supply and other favorable terms with certain key vendors; greater than expected costs incurred in connection with the implementation of a management information system; the inability to hire and retain key personnel; unexpected increases in the overall costs of production as a result of collective bargaining arrangements; and inability to secure additional working capital when and as needed. Additional risks and uncertainties include those described under "Risk Factors" in Part I of the Company's Annual Report on Form 10-K for the year ended March 31, 2001 and those described from time to time in the Company's other filings with the Securities and Exchange Commission, press releases and other communications. All forward looking statements contained in this Report reflect the Company's expectations at the time of this Report only, and the Company disclaims any responsibility to revise or update any such forward-looking statement except as may be required law. -1- RESULTS OF OPERATIONS Three Months Ended December 31, 2001 vs. Three Months Ended December 31, 2000 NET SALES. Net sales decreased 22.8% to $8,432,234 for the three months ended December 31, 2001 from $10,918,615 in the quarter ended December 31, 2000. Broken down by product category, paper products revenues were down $1,921,751 and GeoFiles revenues were down $564,630. Paper products revenues decreased 13.9% in the United States and increased 7.4% Australia. Paper products revenues were down 96.4% in Europe, as a result of the Company's decision to convert from a direct sales business to a licensing arrangement. The reduction in paper sales in the United States was due to a soft market for paper products and a higher percent sales allowance for volume rebates. The reduction in GeoFiles revenue was due to the Company exiting direct sales of plastic products. The Company sold off the remaining GeoFiles inventory during the third quarter of fiscal year 2002 and does not expect any additional direct sales from that product line. GROSS MARGIN. Gross margin was $877,784 and $2,469,943 for the three months ended December 31, 2001 and 2000, respectively. Gross margin as a percentage of gross sales decreased to 9.2% in the quarter ended December 31, 2001, from 21.7% in the same period in fiscal 2001. The reduced gross margin is due to margin lost on lower sales volume of $558,645, together with increased distribution and production costs and the sale of discontinued products at or below cost. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses were down 23.4% to $1,752,374 (18.3% of gross sales) during the three months ended December 31, 2001 compared to $2,287,425 (18.5% of gross sales) in the same period in fiscal 2001. Decreases in depreciation and amortization $-214,688, travel $-107,191, reduced headcount expenses $-151,941, and an adjustment to the bad debt reserve $-180,000 were the major drivers for the reduced spending in selling and general and administrative. OTHER INCOME (EXPENSE). Other income of $40,047 for the three months ended December 31, 2001 primarily represented foreign currency exchange gains compared to other expense of $15,893 for the quarter ended December 31, 2000, which was primarily made up of foreign currency losses. INTEREST EXPENSE. Interest expense decreased to $183,718 (1.9% of gross sales) for the three months ended December 31, 2001, compared to $324,024 (2.6% of net sales) during the same period in fiscal 2001. The reduced interest expense was attributable to lower interest rates and lower bank debt compared to the same period last year. Nine Months Ended December 31, 2001 vs. Nine Months Ended December 31, 2000 NET SALES. Net sales decreased 19.0% to $24,672,435 in the nine months ended December 31, 2001 from $30,443,025 in the nine months ended December 31, 2000. The decrease in net sales of $5,770,590 was mainly attributable to exiting the plastic products business $-3,334,435 and the transition to a licensing arrangement in Europe $-1,457,962. For the first nine months of fiscal year 2002 paper product sales were down 4.3% in the United States and were up 3.3% in Australia. The decrease in paper product sales year over year was due to weak demand during the third quarter of 2002. GROSS MARGIN. Gross margin for the nine months ended December 31, 2001 was $4,619,553 compared to $7,298,813 for the nine months ended December 31, 2000. Gross margin as a percentage of gross sales decreased to 16.2% in the nine months ended December 31, 2001, from 21.0% in the same period in fiscal 2001. The lower gross margin is due to margin lost on lower sales volume of $1,066,532, coupled with increased distribution and production costs of $1,381,800 and the sale of discontinued products at or below cost. -2- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses decreased to $5,545,276 (19.4% of gross sales) during the nine months ended December 31, 2001 from $6,717,797 (19.3% of gross sales) in the same period in fiscal 2001. The decrease is primarily attributable to sales volume related decreases in advertising and promotion expenses $-193,730, lower depreciation and amortization expenses $-242,553, reduced travel and entertainment expenses $-205,654, an adjustment to the bad debt reserve $-180,000 and closing the European office and distribution center $-460,165. OTHER INCOME (EXPENSE). Other income for the nine months ended December 31, 2001 amounted to $7,549 compared to $10,329 for the nine months ended December 31, 2000. INTEREST EXPENSE. Interest expense decreased to $595,612 (2.1% of gross sales) during the nine months ended December 31, 2001, compared to $918,795 (2.6% of gross sales) during the same period in fiscal 2001. The lower interest expense was attributable to reduced interest rates and lower bank debt compared to the same period last year. LIQUIDITY AND CAPITAL RESOURCES As a result of the rapid growth of the Company's specialty papers group, the introduction of the plastic file cabinet and storage group, the opening of its Waukesha, Wisconsin distribution facility and the closing of four warehouse locations, the Company has required, and continues to require, substantial external working capital. During the nine months ended December 31, 2001, operating losses totaled ($925,722). During the quarter ended December 31, 2001, the Company did not have any consistently available source of working capital. The Company previously had a revolving credit facility which expired on September 30, 2001. The credit facility was extended by the execution of a forbearance agreement through January 31, 2002. As of the date of this Report, U.S. Bank continues to advance funds to the Company based on the terms of the prior revolving credit facility. However, U.S. Bank has no obligation to advance future funds to the Company after January 31, 2001. Although the Company is in discussions with U.S. Bank regarding an additional forbearance agreement, U.S. Bank may declare the entire amount of the borrowings due and payable at any time. The prior revolving credit facility permitted borrowings of up to $9.5 million subject to a borrowing base limitation of 75% of the value of the Company's eligible accounts receivable and 50% of the value of its qualified inventories. Borrowings under the prior facility incurred interest at LIBOR plus 2.5% through December 17, 2001 and interest at LIBOR plus 3.0% thereafter and are secured by substantially all of the Company's assets. Borrowings under this facility were $8,304,950 at December 31, 2001. During the quarter ended December 31, 2001 and during the period prior to filing this Report, the Company entered into several arrangements with Jonathan S. Miner in order for the Company to continue as a going concern, including Mr. Miner loaning $500,000 to the Company and guaranteeing up to $1,813,000 in payables to the Company's trade creditors. In February 2002, the Company entered into a Subscription Agreement with Mr. Miner pursuant to which Mr. Miner agreed to purchase 39,750,520 shares of the Company's common stock, par value $0.001 per share ("Common Stock") from the Company, for $5,000,218 between February 18, 2002 and March 31, 2002. The Company intends to use the proceeds from these funds to move the Company's facilities from Blaine, Washington to Wisconsin, reduce amounts owing to U.S. Bank, pay key trade creditors and for working capital and other corporate purposes. The Company believes that these proceeds would be sufficient to fund the Company's -3- operations for the next twelve months. Although Mr. Miner is contractually obligated to invest $5,000,218, there is no guarantee that he will do so. The failure to obtain sufficient funds from Mr. Miner or other sources to satisfy its working capital requirements could force the Company to curtail operations, seek extended payment terms from its vendors or seek protection under the federal bankruptcy laws. The report of the Company's auditors dated June 28, 2001 relating to the Company's Consolidated Financial Statements for the fiscal year ended March 31, 2001 states that the Company's fiscal year 2001 net loss, working capital deficiency and accumulated deficit at March 31, 2001, raise substantial doubt about the Company's ability to continue as a going concern. The Company's Consolidated Financial Statements for the nine months ended December 31, 2001 were prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Substantially all of the revenue and operating expenses of the Company's foreign subsidiaries are denominated in local currencies and translated into US dollars at rates of exchange approximating those existing at the date of the transactions. Foreign currency translation impacts primarily revenue and operating expenses as a result of foreign exchange rate fluctuations. The Company's foreign currency transaction risk is primarily limited to amounts receivable from its foreign subsidiaries, which are denominated in local currencies. The Company does not currently utilize foreign currency hedging contracts. The Company also has foreign exchange translation exposures resulting from the translation of foreign currency-denominated earnings into U.S. dollars in the Company's consolidated financial statements. Foreign currency transaction exposure arises when an operating unit transacts business denominated in a currency that is not its own functional currency. The Company's transaction risks are attributable primarily to inventory purchases from third party vendors. The introduction of the Euro has significantly reduced such risks, and transaction exposures on an overall basis are not material. If the U.S. dollar uniformly increases in strength by 10% in fiscal year 2001 relative to the currencies in which the Company's sales are denominated, loss before taxes would increase by $35,000 and $92,000 for the three months and nine months ended December 31, 2001, respectively. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of changes in exchange rates, which are a changed dollar value of the resulting sales, changes in exchange rates also affect the volume of sales or the foreign currency sales price as competitors' products become more or less attractive. The Company's sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices. PART II - OTHER INFORMATION ITEM 3 - DEFAULTS UPON SENIOR SECURITIES As of December 31, 2001, the Company had borrowings of $8,304,950 on its revolving credit facility with U.S. Bank. This revolving credit facility expired on September 30, 2001. The Company entered into a forbearance agreement with U.S. Bank that expired on January 31, 2002. The Company is -4- currently negotiating another forbearance agreement with U.S. Bank. Although U.S. Bank continues to advance funds to the Company, U.S. Bank has no obligation to continue doing so. Furthermore, U.S. Bank may declare all borrowings due and payable at any time. ITEM 5 - OTHER INFORMATION During the quarter ended December 31, 2001 and during the period prior to filing this Report, the Company entered into several arrangements with Jonathan S. Miner including Mr. Miner loaning $500,000 to the Company and guaranteeing up to $1,813,000 in payables to the Company's trade creditors (the "Miner Guarantees"). In February 2002, the Company entered into a Subscription Agreement with Mr. Miner pursuant to which Mr. Miner agreed to purchase an aggregate of 39,750,520 shares of the Company's Common Stock, representing approximately 51% of the Company's outstanding Common Stock, between February 18, 2002 and March 31, 2002. The purchase price per share is $0.12579. The purchase date and amounts of Mr. Miner's purchase of the Common Stock is set forth below:

~~SEPTEMBER~~PURCHASE ~~30,~~DATE ~~2001~~PAYMENT ~~MARCH~~SHARES ~~31, 2001~~ ------------- -------- ------~~---------------~~ ~~(UNAUDITED)~~February ~~CURRENT~~18, ~~ASSETS~~2002 ~~Cash~~ $ ~~195~~500,~~843~~000.00 ~~$ 421~~3,~~049 Accounts receivable Trade receivables~~974,878.77 ~~net~~February ~~of allowances of $596~~25,~~000~~ ~~and~~2002 $1,~~042~~000,000.00 ~~at September 30 and March 31, 2001, respectively 5,907,672~~ 7,~~188~~949,~~772~~757.53 ~~Other~~March receivables 178,302 155,281 Inventories 7,099,231 6,634,321 Prepaid expenses, deposits, and other current assets 694,153 603,950 --------------------- --------------------- Total current assets 14,075,201 15,~~003,373~~ ~~PROPERTY,~~2002 ~~PLANT AND EQUIPMENT, NET 8,791,437 9,007,234 LICENSES, TRADEMARKS AND OTHER INTANGIBLE ASSETS 2,965,824 3,126,512 OTHER ASSETS 293,010 198,377 --------------------- --------------------- TOTAL ASSETS~~ $ 26,125,472 $ 27,335,496 ===================== ===================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts $ 139,759 $ 975,489 Note payable to bank 8,502,587 8,406,861 Accounts payable 5,197,099 5,401,482 Accrued liabilities 3,612,267 4,237,110 Current portion of long-term debt 828,327 974,790 --------------------- --------------------- Total current liabilities 18,280,039 19,995,732 LONG-TERM DEBT 2,573,671 1,~~628~~500,~~908 --------------------- --------------------- Total liabilities 20,853,710 21,624,640 --------------------- --------------------- STOCKHOLDERS' EQUITY Common stock, $0~~000.~~001~~00 ~~par value - 100~~11,~~000~~924,~~000 shares authorized; 38,191,676 shares issued and outstanding at September~~ 636.30 ~~and~~ March 31, ~~2001,~~2002 respectively 38,192 38,192 Additional paid-in capital 26,202,909 26,190,460 Accumulated other comprehensive income (374,547) (418,528) Accumulated deficit (20,594,792) (20,099,268) --------------------- --------------------- Total stockholders' equity 5,271,762 5,710,856 --------------------- --------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 262,~~125~~000,~~472~~217.91 ~~$ 27~~15,~~335~~901,~~496 ===================== =====================~~247.40

Mr. Miner made the first required payment on February 15, 2002. The payment of $500,000 previously advanced by Mr. Miner will be used to satisfy a portion of the March 31, 2002 payment. Pursuant to the Subscription Agreement, the Company has an obligation to release Mr. Miner from the Miner Guarantees. In addition, the Company agreed to grant Mr. Miner warrants to purchase 50,000 shares of Common Stock in exchange for the Miner Guarantees. These warrants are exercisable at $.20 per share and expire in February 2004. Pursuant to the Subscription Agreement, the Company agreed to (i) expand its Board of Directors (which currently consists of five directors) to seven directors, (ii) cause two of the Company's existing directors to resign from the Company's Board of Directors and (iii) to the extent not inconsistent with the fiduciary obligations of the Company's directors, cause the remaining directors to fill the vacant positions on the Company's Board of Directors with four individuals to be named by Mr. Miner. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 10.1 Subscription Agreement dated as of February 14, 2002, by and between Geographics, Inc. and Jonathan S. Miner. 10.2 Forbearance Agreement dated as of September 30, 2001, between Geographics, Inc. and U.S. Bank National Association. (b) There were no reports on Form 8-K filed during the quarter ended December 31, 2001. -5- SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized on this nineteenth day of February, 2002 GEOGRAPHICS, INC. By: /s/ James L. Dorman ------------------------------------- James L. Dorman President and Chief Executive Officer By: /s/ Michael Oakes ------------------------------------- Michael Oakes Controller -6- GEOGRAPHICS, INC. FORM 10-Q EXHIBIT INDEX FOR THE QUARTER ENDED DECEMBER 31, 2000 EXHIBIT NUMBER DESCRIPTION OF DOCUMENT 10.1 Subscription Agreement dated as of February 14, 2002, by and between Geographics, Inc. and Jonathan S. Miner. 10.2 Forbearance Agreement dated as of September 30, 2001, between Geographics, Inc. and U.S. Bank National Association. F-1 GEOGRAPHICS, INC Condensed Consolidated Balance Sheets December 31, 2001 and March 31, 2001 ASSETS

~~THREE~~DECEMBER ~~MONTHS~~31, ~~ENDED~~2001 ~~SIX~~MARCH ~~MONTHS ENDED SEPTEMBER 30~~31, ~~SEPTEMBER 30,~~ 2001 ~~2000 2001 2000~~ ---------------- -~~---------------~~ ---------------- ~~----------------~~(UNAUDITED) ~~SALES~~Current $Assets ~~8,963,823~~Cash $ 11477,~~936,290~~379 $ 18421,~~983,081~~049 $Accounts 22receivable Trade receivables,~~374,633~~ ~~Returns~~net ~~and~~of ~~Allowances~~allowances ~~(1,247,806)~~of (1$473,~~616,554)~~408 ~~(2,742,880)~~and (2$1,~~850~~042,~~223)~~000 ~~----------------~~at ~~----------------~~December ~~----------------~~31 ~~----------------~~and ~~Net~~March ~~Sales 7~~31,~~716,017~~ 102001,~~319,736~~ 16respectively 5,~~240~~428,~~201~~842 197,~~524~~188,~~410~~772 ~~COST~~Other OFreceivables ~~SALES~~204,966 155,281 Inventories 5,~~458~~772,~~870~~681 86,~~196~~634,~~129~~321 12Prepaid expenses,~~498~~ deposits,~~431~~ 14and other current assets 488,~~695~~062 603,~~539~~950 ------------~~----~~ ------------~~----~~ ~~----------------~~Total ~~----------------~~current ~~Gross~~assets ~~Margin~~12,371,930 215,~~257~~003,~~147~~373 2PROPERTY,~~123~~ PLANT AND EQUIPMENT,~~607~~ 3NET 8,~~741~~528,~~770~~599 49,~~828~~007,~~871~~234 ~~S.G.&~~LICENSES, A.TRADEMARKS ~~EXPENSES~~AND 1OTHER INTANGIBLE ASSETS,~~878,323~~NET 2,~~295~~891,~~515~~848 3,~~792~~126,~~902~~512 4OTHER ASSETS 129,~~430~~406 198,~~373~~377 ------------~~----~~ ------------~~----~~ ~~----------------~~TOTAL ~~----------------~~ASSETS ~~Operating~~$ ~~Income~~23,921,783 ~~(Loss)~~$ ~~378~~27,~~824 (171~~335,~~908)~~496 ~~(51,132)~~============ ~~398,498~~============ ~~OTHER~~LIABILITIES ~~INCOME~~AND ~~(EXPENSE)~~STOCKHOLDERS' ~~Interest~~EQUITY ~~Expense~~CURRENT ~~(193~~LIABILITIES Bank overdrafts $ 538,~~630)~~113 ~~(372~~$ 975,~~956)~~489 ~~(411~~Note payable to bank 8,~~894)~~304,950 ~~(594~~8,~~771)~~406,861 ~~Other~~Accounts ~~Income~~payable ~~(19~~4,~~209)~~979,226 405,~~600~~401,482 ~~(32~~Accrued liabilities 2,~~498)~~126,865 264,~~222~~237,110 ~~----------------~~Current portion of long-~~---------------~~term debt 782,456 974,790 ------------~~----~~ ------------~~----~~ Total ~~Other~~current ~~Income~~liabilities ~~(Expense) (212~~16,~~839) (332~~731,~~356)~~610 ~~(444~~19,~~392) (568~~995,~~549)~~732 ~~NET~~LONG-TERM ~~INCOME~~DEBT ~~(LOSS) BEFORE INCOME TAXES 165~~2,~~985 (504~~891,~~264)~~162 ~~(495~~1,~~524) (170~~628,~~051)~~908 ~~PROVISION FOR INCOME TAXES~~ - - - - --------~~--------~~ ------------~~----~~ Total liabilities 19,622,772 21,624,640 ------------~~----~~ ------------~~----~~ ~~NET~~STOCKHOLDERS' ~~INCOME~~EQUITY ~~(LOSS)~~Common ~~$ 165~~stock,~~985~~ $.001 ~~(504,264)~~par $value ~~(495~~- 100,~~524)~~000,000 $shares ~~(170~~authorized,~~051)~~ ~~================~~38,191,676 ~~================~~and ~~================~~26,965,589 ~~================~~shares ~~NET~~issued ~~INCOME~~and ~~(LOSS)~~outstanding ~~PER~~at ~~COMMON~~December ~~AND~~31 ~~COMMON~~and ~~EQUIVALENT~~March ~~SHARE~~31, ~~Basic~~2001, $respectively ~~0.00~~38,192 $38,192 ~~(0.01)~~Additional $paid-in ~~(0.01)~~capital $26,209,571 ~~(0.00)~~26,190,460 ~~================~~Accumulated ~~================~~other ~~================~~comprehensive ~~================~~loss ~~Diluted $ 0.00 $~~ (~~0.01~~335,699) $ (~~0.01~~418,528) $Accumulated deficit (~~0.00~~21,613,053) ~~================ ================ ================ ================ SHARES USED IN COMPUTING NET INCOME~~ (~~LOSS~~20,099,268) ~~PER~~------------ ~~COMMON~~------------ ~~AND~~Total ~~COMMON~~stockholders' ~~EQUIVALENT~~equity ~~SHARE Basic 38~~4,~~191~~299,~~676~~011 375,~~770~~710,~~736~~856 ~~38,191,676~~------------ ~~35,929,210~~------------ ~~================~~TOTAL ~~================~~LIABILITIES ~~================~~AND ~~================~~STOCKHOLDERS' ~~Diluted~~EQUITY ~~38,602,482~~$ 3723,~~770~~921,~~736~~783 ~~38,191,676~~$ 3527,~~929~~335,~~210~~496 ============~~====~~ ============~~==== ================ ================~~

See accompanying notes to condensed consolidated financial statements. F-2 GEOGRAPHICS, INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

~~SIX~~THREE MONTHS ENDED ~~SEPTEMBER~~NINE 30MONTHS ENDED DECEMBER 31, ~~SEPTEMBER~~DECEMBER 3031, 2001 2000 2001 2000 ---------------- ---------------- ---------------- ~~CASH~~--------------- ~~FLOWS~~SALES ~~FROM OPERATING ACTIVITIES Net income (Loss)~~ $ ~~(495~~9,~~524)~~580,418 $ ~~(170~~12,~~051)~~380,639 ~~Adjustments~~$ ~~to reconcile net income (loss) to net cash flows from operating activities Depreciation and amortization 900~~28,~~309 844~~563,~~030~~498 ~~Stock~~$ ~~based compensation 12~~34,~~450 59~~755,~~688~~272 ~~Interest~~Returns ~~on debentures - 67,000 Changes in operating assets~~ and ~~liabilities~~Allowances ~~Trade receivables~~ (1,~~281~~148,~~100 (2,471,839~~184) ~~Other receivables~~ (231,~~020) (400~~462,~~015~~024) ~~Inventories~~ (~~464,910) (~~3,~~718~~891,~~977~~063) ~~Prepaid expenses, deposits and other current assets~~ (904,~~205) (427~~312,~~448~~247) ~~Licenses, trademarks and other intangible assets~~ - ~~(41,308) Other assets (166,507) 49,685 Accounts payable (204,382) 2,388,122 Accrued liabilities (624,845) 1,107,077~~ ----------- ------------ ------------ ------------ Net ~~cash~~Sales ~~flows~~8,432,234 ~~from~~10,918,615 ~~operating~~24,672,435 ~~activities~~30,443,025 ~~124~~COST OF SALES 7,~~466~~554,450 (28,~~714~~448,~~036)~~672 20,052,882 23,144,212 ------------ ------------ ------------ ------------ ~~CASH~~Gross ~~FLOWS~~Margin ~~FROM~~877,784 ~~INVESTING~~2,469,943 ~~ACTIVITIES~~4,619,553 ~~Purchase~~7,298,813 ofS.G.& ~~plant~~A. ~~and~~EXPENSES ~~equipment~~1,752,374 ~~(451~~2,~~949)~~287,425 ~~(426~~5,~~671)~~545,275 ~~Purchase of certain Domtar Consumer Products assets - (3~~6,~~049~~717,~~138)~~797 ------------~~-------~~ ------------~~----~~ ~~Net cash flows from investing activities (451,949) (3,475,809)~~ ------------~~-------~~ ------------~~----~~ ~~CASH~~Operating ~~FLOWS~~Income ~~FROM FINANCING ACTIVITIES Increase~~ (~~decrease~~Loss) ~~in bank overdrafts~~ (~~835~~874,~~730~~590) ~~117~~182,~~553~~518 ~~Net borrowings on note payable to bank 95~~(925,~~726~~722) 1581,~~702,161~~016 ~~Proceeds~~OTHER ~~from~~INCOME ~~issuance~~(EXPENSE) ofInterest ~~subordinated~~Expense ~~debentures~~(183,718) 1(324,~~200,000~~024) ~~- Repayment of long-term debt~~ (~~401~~595,~~700~~612) (~~692~~918,~~273~~795) ~~Proceeds~~Other ~~from~~Income ~~note~~(Expense) ~~payable to officer and director - 1~~40,~~000,000~~047 ~~Repayment of note payable to officer and director -~~ (115,~~000,000~~893) ~~Proceeds~~7,549 ~~from the issuance of common stock - 5~~10,~~032,850~~329 ------------ ------------ ------------ ------------ ~~Net~~Total ~~cash~~Other ~~flows~~Income ~~from~~(Expense) ~~financing~~(143,671) ~~activities~~(339,917) 58(588,~~296~~063) 6(908,~~160~~466) NET INCOME (LOSS) BEFORE INCOME TAXES (1,~~291~~018,261) (157,399) (1,513,785) (327,450) PROVISION FOR INCOME TAXES - - - - ------------~~---~~ ------------~~----~~ ~~EFFECT OF EXCHANGE RATE CHANGES ON CASH 43,981 95,277~~ ------------~~-------~~ ------------~~----~~ NET ~~CHANGE~~INCOME IN(LOSS) ~~CASH~~$ (~~225~~1,~~206~~018,261) ~~65,723~~$ ~~CASH~~(157,399) ~~BEGINNING~~$ OF(1,513,785) ~~PERIOD~~$ ~~421~~(327,~~049~~450) ~~360,612~~============ ~~-------------------~~============ ~~----------------~~============ ~~CASH,~~============ ~~END~~NET OFINCOME ~~PERIOD~~(LOSS) PER COMMON AND COMMON EQUIVALENT SHARE Basic $ ~~195,843~~(0.03) $ ~~426,335~~(0.00) $ (0.04) $ (0.01) ============ ============ ============ ============ ~~SUPPLEMENTAL~~Diluted ~~CASH~~$ ~~FLOW~~(0.03) ~~INFORMATION~~$ ~~Cash~~(0.00) ~~paid~~$ ~~during~~(0.04) ~~the~~$ ~~period~~(0.01) ~~for~~============ ~~interest~~============ $============ ~~377~~============ SHARES USED IN COMPUTING NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE Basic 38,~~488~~191,676 $38,174,682 ~~464~~38,~~256~~191,676 34,641,522 ============ ============ ============ ============ Diluted 38,191,676 38,174,682 38,191,676 34,641,522 ============ ============ ============ ============

See accompanying notes to condensed consolidated financial statements. F-3 GEOGRAPHICS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited)

~~September~~NINE 30MONTHS ENDED DECEMBER 31, ~~March~~DECEMBER 31, 2001 ~~2001~~2000 ------------------- ---------------- ~~Raw~~CASH ~~materials~~FLOWS $FROM ~~976~~OPERATING ACTIVITIES Net income (Loss) $(1,~~461~~513,785) $ ~~809~~(327,~~794~~450) ~~Work~~Adjustments to reconcile net income (loss) to net cash flows used by operating activities Depreciation and amortization 1,356,254 1,347,540 Stock based compensation 19,112 117,982 Interest on debentures -in 67,000 Revaluation of subsidiary inventories -~~process~~ 99,000 Changes in operating assets and liabilities Trade receivables 1,~~152~~759,930 (1,715,848) Other receivables (49,684) (17,339) Inventories 861,640 (3,507,573) Prepaid expenses, deposits and other current assets 115,888 (284,910) Licenses, trademarks and other intangible assets - 30,220 Other assets 68,971 128,257 Accounts payable (422,255) 1,~~121~~879,~~778~~326 ~~Finished~~Accrued ~~goods~~liabilities 4(2,~~970~~012,~~655~~530) 41,~~702~~293,~~749~~666 ----------- ----------- Net cash flows from operating activities 183,541 (890,129) ----------- ----------- $CASH 7FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment (642,~~099~~955) (751,~~231~~418) Purchase of certain Z International assets - (100,000) Purchase of certain Domtar Consumer Products assets - (3,049,138) ----------- ----------- Net cash flows from investing activities (642,955) (3,900,556) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in bank overdrafts (437,376) 997,161 Net borrowings on note payable to bank (101,911) 454,259 Repayment of long-term debt (630,080) (1,058,849) Proceeds from issuance of subordinated debt 1,700,000 - Proceeds from notes payable to officers and directors - 1,000,000 Repayment of notes payable to officers and directors - (1,000,000) Proceeds from the issuance of common stock - 5,032,850 ----------- ----------- Net cash flows from financing activities 530,633 5,425,421 ----------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (14,889) (19,840) ----------- ----------- NET CHANGE IN CASH 56,330 614,896 CASH, BEGINNING OF PERIOD 421,049 360,612 ----------- ----------- CASH, END OF PERIOD $ 6477,~~634~~379 $ 975,~~321~~508 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for interest $ 544,747 $ 787,880 =========== ===========

See accompanying notes to condensed consolidated financial statements. F-4 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying interim unaudited condensed consolidated financial statements of Geographics, Inc. (the "Company" or "Geographics") have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, such interim statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. The results of operations for these interim periods are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the fiscal year ended March 31, 2001. The consolidated financial statements include the accounts of Geographics and its wholly-owned subsidiaries: Geographics Marketing Canada Inc. (inactive), Geographics (Europe) Limited and Geographics Australia, Pty. Limited. All intercompany balances and transactions have been eliminated in consolidation. NOTE 2 - FUTURE ACCOUNTING CHANGES In April, 2001, the Emerging Issues Task force (EITF) reached a consensus on certain issues within Issue 00-25 "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products". The EITF concluded that consideration from a vendor to a reseller of the vendor's products, such cooperative advertising programs, should be recognized as a reduction of revenue when recognized in the vendor's income statement. Application of EITF 00-25 is required no later than in annual or interim financial statement periods beginning after December 15, 2001. Upon application of this Issue, financial statements for prior periods presented for comparative purposes should be reclassified to comply with the income statement display requirements. The Company has not yet determined the impact of the adoption of this Issue on the Company's consolidated financial statements. In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 supersedes Accounting Principles Board (APB) Opinion No. 16, "Business Combinations", and SFAS No. 38, "Accounting for Preacquisition Contingencies of Purchased Enterprises." SFAS No. 141 requires the use of the purchase method of accounting for business combinations initiated after June 30, 2001. SFAS No. 142 supersedes APB Opinion No. 17, "Intangible Assets." SFAS No. 142 addresses how intangible assets acquired outside of a business combination should be accounted for upon acquisition and how goodwill and other intangible assets should be accounted for after they have been initially recognized. SFAS No. 142 eliminates the amortization for goodwill and other intangible assets with indefinite lives. Other intangible assets with a finite life will be amortized over their useful life. Goodwill and other intangible assets with indefinite useful lives shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. Management, at this time, cannot determine the effect that adoption of SFAS No. 142 may have on the financial statements of the Corporation as the statement requires a comprehensive review of previous combinations accounted for under the purchase accounting method and an analysis of impairment as of the date of adoption. The impairment analysis for goodwill and other intangible assets with an indefinite useful life has not been completed. The impairment analysis will be completed within the timelines outlined in SFAS No. 142. F-5 NOTE 3- INVENTORIES Inventories at December 31, 2001 and March 31, 2001 consisted of the following:

~~Three~~December ~~Months Ended Six Months Ended September 30~~31, ~~September~~March 3031, 2001 ~~2000~~ 2001 ~~2000~~ ---- ---- ~~----~~Raw ~~----~~materials ~~Designer Stationeries and Specialty Papers~~ $ 7940,~~542,133~~781 $ 7809,~~705,152~~794 ~~$16~~Work-in-process 927,~~357,441~~142 ~~$16~~1,~~268~~121,~~561~~778 ~~Plastic~~Finished ~~Filing~~goods ~~and Storage Cabinets 173~~3,~~884 2~~904,~~614,584~~758 ~~505~~4,~~838 3~~702,~~255,849~~749 --------------~~----~~ --------------~~----~~ ~~----------------- -------------------~~ $ 75,~~716~~772,~~017~~681 $ 106,~~319~~634,~~736~~321 ~~$16,863,279 $19,524,410~~ ==============~~====~~ ==============~~==== ================= ===================~~

NOTE 4- NET SALES BY PRODUCT CATEGORY The Company's operations are classified into two product categories: Designer Stationery and Specialty Papers, and Plastic Filing and Storage Cabinets. Net sales attributable to each class of product are as follows:

Three Months Ended ~~Six~~Nine Months Ended ~~September~~December 3031, ~~September~~December 3031, 2001 2000 2001 2000 ---- ---- ---- ---- ~~Net~~Designer ~~income~~Stationeries ~~(loss)~~and ~~(numerator)~~Specialty Papers $ ~~165~~8,~~985~~363,290 $ ~~(504~~10,~~264)~~281,214 $ ~~(495~~24,~~524)~~097,653 $ ~~(170~~26,~~051)~~529,959 ~~=================~~Plastic ~~=================~~Filing ~~=================~~and ~~=================~~Storage ~~Shares~~Cabinets ~~used in the calculation (denominator) Weighted average shares outstanding 38~~68,~~191,676~~944 37637,~~770,736~~401 38574,~~191,676~~782 353,~~929~~913,~~210~~066 ~~Effect of dilutive stock options and warrants 410,806~~ - - - --------~~---------~~ -----------~~------~~ -----------~~------~~ -----------~~------~~ 38$ 8,~~602~~432,~~482~~234 37$10,~~770~~918,~~736~~615 38$24,~~191~~672,~~676~~435 35$30,~~929~~443,~~210~~025 ===========~~======~~ ===========~~======~~ ===========~~======~~ ===========~~======~~

NOTE 5- NET INCOME (LOSS) PER SHARE The numerators and denominators of basic and diluted net income (loss) per share are as follows:

Three Months Ended ~~Six~~Nine Months Ended ~~September~~December 3031, ~~September~~December 3031, 2001 2000 2001 2000 ---- ---- ---- ---- Net income (~~Loss~~loss) (numerator) $ ~~165~~(1,~~985~~018,261) $ (~~504~~157,~~264~~399) $ (~~495~~1,~~524~~513,785) $ (~~170~~327,~~051~~450) ~~Other~~============ ~~comprehensive~~============ ~~income~~============ ============ Shares used in the calculation (~~loss~~denominator) ~~Foreign~~Weighted ~~currency~~average ~~translation~~shares ~~(13~~outstanding 38,~~048)~~191,676 ~~(80~~38,~~783)~~174,682 4338,~~981~~191,676 ~~(81~~34,~~472)~~641,522 Effect of dilutive stock options and warrants - - - - ------------- ------------~~-----~~ ------------~~-----~~ ------------~~-----~~ ~~Comprehensive Income (Loss) $ 152~~38,~~937~~191,676 ~~$ (585~~38,~~047)~~174,682 ~~$ (451~~38,~~543)~~191,676 ~~$ (251~~34,~~523)~~641,522 ============~~=====~~ ============~~=====~~ ============~~=====~~ ============~~=====~~

Options to purchase shares of common stock under the Company's Nonqualified Stock Option Plan were outstanding during the three and nine month periods ending December 31, 2001 and 2000. However, some shares were not included in the computation of diluted earnings per share if the exercise price of the options was greater than the average market price of the common shares, because the effect would therefore be antidilutive. The number of shares excluded from the computation were 11,950,000 and 3,450,000 for the three and nine month periods ended December 31, 2001 and 2000, respectively. F-6 NOTE 6 - COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) was as follows:

NOTE 7 - CHANGES IN ACCOUNTING ESTIMATES The Company estimates provisions for bad debts based on management's estimate of anticipated losses. During the quarter ended December 31, 2001 the Company lowered its estimate of reserves required by $180,000, which increased the results from operations by similar amounts. The Company estimates provisions for slow moving and discontinued product based on management's estimate of anticipated losses. During the quarter ended September 30, 2001 the Company lowered its estimate of reserves required by $200,000.00 which increased margins and the results from operations by similar amounts. The company is in the process of reevaluating the estimated useful life of the Domtar license, and may reduce the amortization period of the license from fifteen to six years. Although such a change in the amortization period would have no effect on cash provided from operations, it would result in a cumulative charge to earnings and accumulated deficit of $300,000 and $225,000 for fiscal 2001 and year-to-date 2002, respectively. Should the change in the amortization period be adopted, the Company will file amended financial statements for the appropriate periods of fiscal years 2001 and 2002. F-7

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