<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from _____ to _____
Commission file number 0-21061
LAMINATING TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 58-2044990
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1160 Hightower Trail, Atlanta, GA 30350-2910
--------------------------------------------
(Address of principal executive offices)
(770) 518-6010
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 number of shares of the issuer's Common Stock outstanding as of January 31,
1998 was 3,185,100.
Transitional Small Business Disclosure Format Yes No X
- -
<PAGE> 2
LAMINATING TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
Part I - Financial Information Page No.
<S> <C> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 1997 3
(Unaudited) and March 31, 1997 (Audited)
Consolidated Statements of Operations for the Three and Nine 4
Months Ended December 31, 1997 and 1996 (Unaudited)
Consolidated Statements of Cash Flows for the Three and Nine 5
Months Ended December 31, 1997 and 1996 (Unaudited)
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Part II - Other Information 9
</TABLE>
2
<PAGE> 3
LAMINATING TECHNOLOGIES, INC. AND SUBSIDIARY
(a development stage company)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, 1997 March 31, 1997
----------------- --------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
------
Current Assets:
Cash $ 50,247 $ 907,850
Investments 3,552,392 4,032,267
Accounts receivable (net of allowance for
doubtful accounts) 115,033 8,772
Inventory 347,514 103,326
Other Current Assets 121,981 41,567
------------ ------------
Total Current Assets 4,187,167 5,093,782
Fixed assets, net 196,687 209,224
------------ ------------
Total Assets $ 4,383,854 $ 5,303,006
============ ============
LIABILITIES
-----------
Current Liabilities:
Notes payable $ 43,564
Accounts payable 222,126 $ 256,341
Payroll taxes payable 49,145 51,625
Accrued expenses 104,174 39,268
------------ ------------
Total Current Liabilities 419,009 347,234
Notes payable, less current maturities 50,583
------------ ------------
Total Liabilities 469,592 347,234
------------ ------------
STOCKHOLDERS' EQUITY
--------------------
Series A convertible preferred stock, par value $.01,
5,000,000 shares authorized, none issued
Common stock, par value $.01, 20,000,000 shares authorized,
3,185,100 shares and 3,185,000 shares issued and
outstanding, respectively 31,851 31,850
Additional paid-in capital 11,709,254 11,708,605
Deficit accumulated during the development stage (7,826,843) (6,784,683)
------------ ------------
Total Stockholders' Equity 3,914,262 4,955,772
------------ ------------
Total Liabilities and Stockholders' Equity $ 4,383,854 $ 5,303,006
============ ============
</TABLE>
See notes to accompanying consolidated financial statements
3
<PAGE> 4
LAMINATING TECHNOLOGIES, INC. AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
April 19, 1993
Three Months Ended Nine Months Ended (Commencement
December 31, December 31, of Operations)
------------ ------------ Through
1997 1996 1997 1996 December 31, 1997
---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C> <C>
Net sales $ 158,055 $ 15,031 $ 282,682 $ 15,031 $ 648,385
Cost of sales 121,047 10,096 225,320 10,096 1,257,844
----------- ----------- ----------- ----------- -----------
Gross profit (loss) 37,008 4,935 57,362 4,935 (609,459)
Selling, general and administrative
expenses 465,464 765,743 1,286,874 2,008,949 6,369,258
----------- ----------- ----------- ----------- -----------
Operating (loss) (428,456) (760,808) (1,229,512) (2,004,014) (6,978,717)
Interest expense 1,334 8,515 3,338 123,888 959,121
Investment income (52,838) (53,328) (190,078) (53,328) (299,611)
Cancellation of debt -- (4,469) (612) (49,742) (171,520)
Loss on abandonment of fixed assets -- 5,808 104,184
----------- ----------- ----------- ----------- -----------
Net (loss) (376,952) (711,526) (1,042,160) (2,030,640) (7,570,891)
Cumulative dividend on preferred stock -- 25,000 150,000
----------- ----------- ----------- ----------- -----------
Net (loss) attributable to common
stockholders $ (376,952) $ (711,526) $(1,042,160) $(2,055,640) $(7,720,891)
=========== =========== =========== =========== ===========
Net (loss) per share of common stock (0.14) (0.29) (0.38) (1.51)
=========== =========== =========== ===========
Weighted average number of common
shares outstanding 2,775,100 2,440,543 2,775,093 1,362,145
=========== =========== =========== ===========
</TABLE>
See notes to accompanying consolidated financial statements
4
<PAGE> 5
LAMINATING TECHNOLOGIES, INC. AND SUBSIDIARY
(a development stage company)
Consolidated, Condensed Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
April 19, 1993
Three Months Ended Nine Months Ended (Commencement
December 31, December 31, of Operations)
------------ ------------ Through
1997 1996 1997 1996 December 31, 1997
---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ (376,952) $ (711,526) $(1,042,160) $(2,030,640) $(7,570,891)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Provision for doubtful accounts (1,100) 20,000
Depreciation and amortization 22,347 155,638 63,058 289,058 262,514
Compensation recorded for fair value of common
shares issued in excess of price paid by employee 12,707 273,763
Compensation recorded for stock options issued by
stockholders to an officer 386,000 386,000
Services contributed by stockholder 30,000
Noncash finance charge 371,672 665,000 684,551
Loss on disposal of fixed assets 5,808 122,375
Changes in current assets and liabilities (130,160) (346,688) (402,653) (539,870) 520,441
----------- ----------- ----------- ----------- -----------
Net cash (used) in operating activities (484,765) (532,004) (1,381,755) (1,211,937) (5,271,247)
----------- ----------- ----------- ----------- -----------
Cash flows from investing activities:
Proceeds from investments 388,658 479,875 (3,552,392)
Acquisitions of fixed assets (19,309) (100,052) (50,521) (112,545) (538,500)
----------- ----------- ----------- ----------- -----------
Net cash (used) in investing activities 369,349 (100,052) 429,354 (112,545) (4,090,892)
----------- ----------- ----------- ----------- -----------
Cash flows from financing activities:
Proceeds of notes payable 112,000 1,500,000 2,669,750
(Repayment) of notes payable (11,060) (2,026,000) (17,852) (2,356,507) (2,601,759)
Proceeds of notes payable - stockholders
(net of repayment) (2,000) (2,000) 408,964
Proceeds from sale of common stock 8,125,519 7,712,342 8,600,913
Proceeds from sale of preferred stock 500,000
Payment of dividends on preferred stock (150,000) (150,000) (150,000)
Other activities 52,411 650 -- (15,482)
----------- ----------- ----------- ----------- -----------
Net cash provided by financing activities (11,060) 5,999,930 94,798 6,703,835 9,412,386
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (126,476) 5,367,874 (857,603) 5,379,353 50,247
Cash and cash equivalents - beginning of period 176,723 12,826 907,850 1,347 --
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 50,247 $ 5,380,700 $ 50,247 $ 5,380,700 $ 50,247
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
LAMINATING TECHNOLOGIES, INC. AND SUBSIDIARY
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A. FINANCIAL INFORMATION
The accompanying financial statements have been prepared on a
consolidated basis. They include the accounts of the Company and its
wholly-owned inactive subsidiary, Revenue Process Development, Inc. All
intercompany transactions and balances have been eliminated in consolidation.
The unaudited interim condensed financial statements of Laminating
Technologies, Inc. and Subsidiary (the "Company") have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with Generally Accepted Accounting
Principles have been condensed or omitted. These interim condensed financial
statements should be read in conjunction with the financial statements and notes
included in the Company's Form 10-KSB for the fiscal year ended March 31, 1997.
In the opinion of management, the interim condensed financial
statements reflect all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the interim periods. The
results of operations for the interim periods are not necessarily indicative of
the results of operations to be expected for the full year.
NOTE B. CONTINGENCY
The company is aware of a patent issued to an unrelated entity that
relates to certain processes by which film, including polyester film, is
reverse-printed and laminated onto linerboard. Such patent may affect the
ability of the Company to obtain patent protection for some or all of the claims
included in its patent application. Moreover, there can be no assurance that any
application of the Company's technology will not infringe this or any other
patents or proprietary rights of others. Management believes that the Company
has not infringed on any patents.
A predecessor to the Company may have entered into license agreements
regarding the developed technology owned by the Company. Even though no executed
agreement has been produced by the Company or other parties, there can be no
assurance that such license agreements do not exist or as to the terms of any
such licenses. In the event that any previous license agreements exist, they may
adversely affect the Company's ability to utilize its technology or enter into
additional licenses in the future.
NOTE C. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Inventory
Inventory is recorded at lower of cost or market.
(2) Net loss per share of common stock
Net loss per share of common stock was determined by dividing net
loss, as adjusted by cumulative dividends on the Company's preferred
stock during the time it was outstanding, by the weighted average
number of shares outstanding during each period. The weighted average
number of shares outstanding excludes 410,000 shares held in escrow.
The computation of
6
<PAGE> 7
diluted net loss per share of common stock would have been antidilutive
in each of the periods presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company is a development stage company organized to develop, design
and market value-added packaging and specialty display products. Since its
inception, the Company's efforts have been principally devoted to research,
development and design of products, marketing activities and raising capital.
The Company has had only limited sales, has generated minimal revenues from
operations and has incurred substantial operating losses from these activities.
Most of the Company's sales to date did not involve significant orders
and the Company believes that these customers were primarily evaluating the
commercial potential of the Company's products. The Company also incurred
significant costs associated with such sales in part because a large percentage
of finished product was distributed free of charge as samples. The Company's
sales efforts have also been adversely affected by periods with no operations, a
lack of continuity of management and inadequate capital.
The following discussion should be read in conjunction with the
Company's audited financial statements for the year ended March 31, 1997
included in Form 10-KSB.
RESULTS OF OPERATIONS
Three Months Ended December 31, 1996 and 1997.
Net sales increased from approximately $15,000 in the three months
ended December 31, 1996 ("1996 Three Months") to approximately $158,000 in the
three months ended December 31, 1997 ("1997 Three Months"). Management released
its first commercial product, "BAKE 'N SHIP(TM)", in April 1997, thus generating
revenues in the 1997 period. Management invested its resources in developing its
technology for commercialization in the 1996 period and thus did not pursue
product sales.
Gross profit increased to approximately $37,000 in the 1997 Three
Months or 23.4% of sales. The gross profit margin does not have the benefit of
large volumes and is indicative of pressures of penetrating a market with a new
product introduction. Accordingly, it is not certain whether such margins are
indicative of future margins.
Selling, general and administrative expenses decreased 39.2% from the
1996 Three Months of approximately $766,000 to approximately $465,000 in the
1997 Three Months. This decrease is the result of including charges incurred
related to the repayment of Bridge Debt of approximately $520,000 in the 1996
Three Months. After giving effect to the charge, selling, general and
administrative expenses actually increased by approximately $219,000 as the
result of increases in general and administrative costs and product development
costs.
Interest expense decreased from approximately $9,000 in the 1996 Three
Months to approximately $1,000 in the 1997 Three Months. The decrease is
primarily the result of a decrease in interest bearing debt in the 1997 period,
which was retired in October, 1996 with the use of part of the proceeds from the
October, 1996 sale of stock.
Investment income remained steady at approximately $53,000 in the 1996
Three Months and in the 1997 Three Months. Remaining balances of the cash
proceeds from the Company's public stock offering in October, 1996 have been
invested in interest bearing securities.
7
<PAGE> 8
Net loss decreased from approximately $712,000, or ($.29) per share in
1996 Three Months to approximately $377,000, or ($.14) per share, in 1997 Three
Months as a result of the foregoing factors.
Nine Months ended December 31, 1996 and 1997.
Net sales increased from approximately $15,000 in the nine months ended
December 31, 1996 ("1996 Nine Months") to approximately $283,000 in the nine
months ended December 31, 1997 ("1997 Nine Months"). Management released its
first commercial product, "BAKE 'N SHIP(TM)", during the 1997 Nine Months thus
generating recurring revenues. Management invested its resources in developing
its technology for commercialization during 1996 Nine Months and thus did not
pursue product sales. Gross profit was approximately $57,000 in 1997 Nine
Months. The gross profit margin in 1997 Nine Months (20.3% of sales) includes
pre-production costs, does not have the benefit of large volumes and is
indicative of pressures of penetrating a market with a new product introduction.
Accordingly, it is not certain whether such margins are indicative of future
margins.
Selling, general and administrative expenses decreased by 35.9% from
approximately $2,009,000 in 1996 Nine Months to approximately $1,287,000 in 1997
Nine Months. The decrease is primarily attributable to non-recurring charges in
1996 Nine Months of approximately $386,000 relating to the fair market value of
stock options granted by two principal stockholders of the Company to the
Company's Chairman, President and Chief Executive Officer and approximately
$944,000 for charges related to the repayment of Bridge Debt. After giving
effect to the charges, selling, general and administrative expenses actually
increased by approximately $608,000 as a result of increased business activity
in the 1997 Nine months subsequent to the Company's public stock offering in
October, 1996.
Interest expense decreased from approximately $124,000 for 1996 Nine
Months to approximately $3,000 in the 1997 Nine Months. The decrease is
primarily due to a decrease in interest bearing debt outstanding during 1996
Nine Months, which was retired in October, 1996 with the use of part of the
proceeds from the October, 1996 sale of stock.
Investment income increased from approximately $53,000 in 1996 Nine
Months to approximately $190,000 in 1997 Nine Months as cash proceeds from the
Company's public stock offering in October, 1996 have been invested in short
term cash investments to the extent not needed for current operations.
Net loss decreased significantly from approximately $2,056,000, or
$(1.51) per share, in 1996 Nine Months to approximately $1,042,000, or $(.38)
per share, in 1997 Nine Months, as result of the foregoing factors.
LIQUIDITY AND CAPITAL RESOURCES
Prior to the public stock offering, the Company funded its activities
through loans from principal stockholders and private placements of equity and
debt securities. On October 9, 1996, the Company sold 1,700,000 Units at $5 per
Unit in a public offering (see notes to the Company's audited financial
statements for the year ended March 31, 1997). Each Unit consists of one share
of Common Stock, one Class A Warrant and one Class B Warrant. On November 4,
1996, the underwriter exercised its over-allotment option to purchase an
additional 255,000 Units at $5 per Unit. The initial public offering resulted in
total net proceeds to the Company of approximately $7,988,000.
The net proceeds were used to: (1) repay the bridge debt of $1,995,000
plus accrued interest, (2) pay the $150,000 accrued dividends on preferred
stock, (3) repay other existing debt and payables of approximately $320,000, and
(4) provide working capital for operations. The remaining proceeds of the
offering are intended to be used by the Company to implement its business plan,
which includes the development and testing of products utilizing the LTI
Processed(TM) method and sales and marketing activities. At December 31, 1997,
the Company had approximately $3.6 million in cash and liquid investments. The
Company expects to continue to incur substantial research, development and
marketing costs in the future. The Company also expects that general and
administrative costs necessary to support
8
<PAGE> 9
manufacturing and the expansion of a marketing and sales organization will
increase in the future. Accordingly, the Company expects to continue to incur
operating losses for the foreseeable future. Due to the Company's current cash
position, management does not currently anticipate the need to raise additional
funds in the next twelve months.
At December 31, 1997, the Company had net operating loss carry-forwards
for Federal Income Tax purposes of approximately $5,250,000. The net operating
loss and credit carry-forwards expire from March, 2008 through March, 2012.
Additionally, the Company's ability to utilize its net operating loss
carry-forwards may be subject to annual limitations pursuant to Section 382 of
the Internal Revenue Code as a result of the public stock offering which
occurred on October 9, 1996.
- --------------------------------------------------------------------------------
Statements herein that are not descriptions of historical facts are
forward-looking and subject to risk and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors,
including those set forth in the Company's Securities and Exchange Commission
filings under "Risk Factors," including risks relating to the early stage of the
Company and its products under development; the uncertainty of market
acceptance; and the Company's dependence on third parties for manufacturing and
marketing activities.
PART II. OTHER INFORMATION
Item 2(d). Information Required by Item 701(f) of Regulation S-B
Reference is made hereby to Form SR, which was filed by the Company on
January 15, 1997. The following information is provided to update the
information contained in said Form SR:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(01) UNITS:
For the Account of the Issuer:
Amount Registered: 1,955,000
(INCLUDES 1,955,000 SHARES OF COMMON STOCK AND
1,955,000 CLASS A WARRANTS AND 1,955,000 CLASS B
WARRANTS COMPRISING THE UNITS.)
Aggregate Price of Offering Amount Registered: $9,775,000
Amount Sold: 1,955,000
Aggregate Offering Price of Amount Sold: $9,775,000
For the Account(s) of any Selling Security holder(s):
Amount Registered: --
Aggregate Offering Price of Amount Registered: --
Amount Sold: --
Aggregate Offering Price of Amount Sold: --
(02) COMMON STOCK:
For the Account of the Issuer:
Amount Registered: 5,865,000
(ISSUABLE UPON EXERCISE OF THE CLASS A WARRANTS AND THE
CLASS B WARRANTS)
Aggregate Price of Offering Amount Registered: $46,920,000
Amount Sold: 0 (TO DATE, NO
CLASS A WARRANTS AND NO CLASS B WARRANTS HAVE BEEN EXERCISED)
Aggregate Offering Price of Amount Sold: N/A
For the Account(s) of any Selling Security holder(s):
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Amount Registered: 1,955,000
(ISSUABLE UPON THE EXERCISE OF THE CLASS A WARRANTS AND
THE CLASS B WARRANTS UNDERLYING THE CLASS A WARRANTS
HELD BY THE SELLING SECURITY HOLDERS)
Aggregate Offering Price of Amount Registered: $15,211,875
Amount Sold: 100 (TO DATE,
100 CLASS WARRANTS AND NO CLASS B WARRANTS HELD BY
THE SELLING SECURITY HOLDERS HAVE BEEN EXERCISED)
Aggregate Offering Price of Amount Sold: $650
(03) CLASS A WARRANTS:
For the Account of the Issuer:
Amount Registered: --
Aggregate Price of Offering Amount Registered: --
Amount Sold: --
Aggregate Offering Price of Amount Sold: --
For the Account(s) of any Selling Security holder(s):
Amount Registered: 997,500 (HELD
BY THE SELLING SECURITY HOLDERS)
Aggregate Offering Price of Amount Registered: N/A
Amount Sold: 0
Aggregate Offering Price of Amount Sold: N/A
(04) CLASS B WARRANTS:
For the Account of the Issuer:
Amount Registered: --
Aggregate Price of Offering Amount Registered: --
Amount Sold: --
Aggregate Offering Price of Amount Sold: --
For the Account(s) of any Selling Security holder(s):
Amount Registered: 997,500
(UNDERLYING THE CLASS A WARRANTS ISSUED TO THE SELLING
SECURITY HOLDERS)
Aggregate Offering Price of Amount Registered: N/A
Amount Sold: 0
Aggregate Offering Price of Amount Sold: N/A
(05) UNIT PURCHASE OPTIONS:
For the Account of the Issuer:
Amount Registered: 170,000
Aggregate Price of Offering Amount Registered: $170
Amount Sold: 170,000
Aggregate Offering Price of Amount Sold: $170
For the Account(s) of any Selling Security holder(s):
Amount Registered: --
Aggregate Offering Price of Amount Registered: --
Amount Sold: --
Aggregate Offering Price of Amount Sold: --
(06) UNITS:
For the Account of the Issuer:
Amount Registered: 170,000
Aggregate Price of Offering Amount Registered: $1,020,000
</TABLE>
10
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<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Amount Sold: 0 (TO DATE, THE
UNIT PURCHASE OPTION HAS NOT BEEN EXERCISED)
Aggregate Offering Price of Amount Sold: N/A
For the Account(s) of any Selling Security holder(s):
Amount Registered: --
Aggregate Offering Price of Amount Registered: --
Amount Sold: --
Aggregate Offering Price of Amount Sold: --
(02) COMMON STOCK:
For the Account of the Issuer:
Amount Registered: 510,000
(ISSUABLE UPON EXERCISE OF THE CLASS A WARRANTS AND
CLASS B WARRANTS ISSUABLE UNDER THE UNIT PURCHASE
OPTION)
Aggregate Price of Offering Amount Registered: $4,080,000
Amount Sold: 0 (ISSUABLE UPON
EXERCISE OF THE CLASS A WARRANTS AND CLASS B WARRANTS
ISSUABLE UNDER THE UNIT PURCHASE OPTION)
Aggregate Offering Price of Amount Sold: N/A
For the Account(s) of any Selling Security holder(s):
Amount Registered: --
Aggregate Offering Price of Amount Registered: --
Amount Sold: --
Aggregate Offering Price of Amount Sold: --
TOTALS:
For the Account of the Issuer:
Amount Registered: --
Aggregate Price of Offering Amount Registered: $61,795,170
Amount Sold: 2,125,100
Aggregate Offering Price of Amount Sold: $9,775,820
For the Account(s) of any Selling Security holder(s):
Amount Registered: --
Aggregate Offering Price of Amount Registered: $15,211,875
Amount Sold: --
Aggregate Offering Price of Amount Sold: --
</TABLE>
11
<PAGE> 12
<TABLE>
<CAPTION>
AMOUNT OF NET OFFERING PROCEEDS TO ISSUER USED FOR FOLLOWING PURPOSES:
Direct or indirect payments to directors, Direct or
officers, general partners of the issuer indirect
or their associates; to persons owning ten payments to
percent or more of any class of equity others
securities of the issuer; and to
affiliates of the issuer
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(01) Construction of plant, building
and facilities
- -------------------------------------------------------------------------------------------------------------
(02) Purchase and installation of $ 5,897 $ 285,640
machinery and equipment
- -------------------------------------------------------------------------------------------------------------
(03) Purchase of Real Estate
- -------------------------------------------------------------------------------------------------------------
(04) Acquisition of other
business(es)
- -------------------------------------------------------------------------------------------------------------
(05) Repayment of Indebtedness $2,129,388
- -------------------------------------------------------------------------------------------------------------
(06) Working Capital $240,735 $ 619,132
- -------------------------------------------------------------------------------------------------------------
TEMPORARY INVESTMENT:
- -------------------------------------------------------------------------------------------------------------
(07) Merrill Lynch $3,552,391
- -------------------------------------------------------------------------------------------------------------
(08) NationsBank Checking Account $ 50,137
- -------------------------------------------------------------------------------------------------------------
(09)
- -------------------------------------------------------------------------------------------------------------
(10)
- -------------------------------------------------------------------------------------------------------------
OTHER PURPOSES:
- -------------------------------------------------------------------------------------------------------------
(11) Preferred Stock Dividends $150,000
- -------------------------------------------------------------------------------------------------------------
(12) Repayment of Trade Payable $ 96,770 $ 84,139
Outstanding at IPO Date
- -------------------------------------------------------------------------------------------------------------
(13) Product Design and Development $ 64,904 $ 428,531
- -------------------------------------------------------------------------------------------------------------
(14) Sales and Marketing $112,329 $ 168,007
- -------------------------------------------------------------------------------------------------------------
</TABLE>
The use(s) of proceeds described above do not represent a material
change in the use(s) of proceeds described in the applicable
prospectus.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - The following exhibit is filed with this report:
27.1 Financial Data Schedule (for SEC use only)
(b) Report on Form 8-K was filed on November 12, 1997 reporting its
losses for the three months ended September 30, 1997.
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements 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.
February 13, 1998 LAMINATING TECHNOLOGIES, INC.
By: s/s Michael E. Noonan
--------------------------
Michael E. Noonan
Chief Executive Officer and
President
By: s/s Donald L. Aldridge
--------------------------
Donald L. Aldridge
Chief Financial Officer
By: s/s Shirley Pigg
--------------------------
Shirley Pigg
Controller
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS OF LAMINATING TECHNOLOGIES INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 50,247
<SECURITIES> 3,552,392
<RECEIVABLES> 115,033
<ALLOWANCES> 0
<INVENTORY> 347,514
<CURRENT-ASSETS> 4,187,167
<PP&E> 196,687<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,383,854
<CURRENT-LIABILITIES> 419,009
<BONDS> 0
0
0
<COMMON> 31,851
<OTHER-SE> 3,882,411
<TOTAL-LIABILITY-AND-EQUITY> 4,383,854
<SALES> 282,682
<TOTAL-REVENUES> 282,682
<CGS> 225,320
<TOTAL-COSTS> 225,320
<OTHER-EXPENSES> 1,286,874
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,338
<INCOME-PRETAX> (1,042,160)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,042,160)
<EPS-PRIMARY> (.38)
<EPS-DILUTED> (.38)
<FN>
<F1> NET AMOUNT
</FN>
</TABLE>
