<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 June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from _____ to _____
Commission file number 0-21061
LTI HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 58-2044990
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5115 New Peachtree Road, Suite 200, Atlanta, GA 30341
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(Address of principal executive offices)
(770) 454-7403
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(Issuer's telephone number)
Laminating Technologies, Inc.
1160 Hightower Trail
Atlanta, GA 30350
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Former name and address of small business issuer
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 July 31,
1999 was 3,185,100.
Transitional Small Business Disclosure Format Yes [ ] No [X]
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LTI Holdings, Inc. AND SUBSIDIARY
(formerly Laminating Technologies, Inc. and Subsidiary)
INDEX
<TABLE>
<CAPTION>
Part I - Financial Information Page No.
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1999 3
(Unaudited) and March 31, 1999 (Audited)
Consolidated Statements of Operations for the Three 4
Months Ended June 30, 1999 and 1998 (Unaudited)
Consolidated Statements of Cash Flows for the Three 5
Months Ended June 30, 1999 and 1998 (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
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LTI HOLDINGS, INC. AND SUBSIDIARY
(formerly Laminating Technologies, Inc. and Subsidiary)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, 1999 March 31, 1999
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(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,050,150 $ 210,271
Investments 997,025 1,670,299
Accounts receivable (net of $33,210 allowance for -- 197,733
doubtful accounts)
Inventory -- 400,812
Other current assets 49,634 61,516
------------ ------------
Total Current Assets 2,096,809 2,540,631
Property and equipment, net -- 261,234
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Total Assets $ 2,096,809 $ 2,801,865
============ ============
LIABILITIES
Current Liabilities:
Current maturity of note payable $ 28,164 $ 39,840
Accounts payable 33,199 50,148
Accrued expenses 77,923 100,080
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Total Current Liabilities 139,286 190,068
Notes payable, less current maturities -- --
------------ ------------
Total Liabilities 139,286 190,068
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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, 31,851 31,851
3,185,100 shares and 3,185,100 shares issued and
outstanding, respectively
Additional paid-in capital 11,709,254 11,709,254
Accumulated deficit (9,783,582) (9,129,308)
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Total Stockholders' Equity 1,957,523 2,611,797
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Total Liabilities and Stockholders' Equity $ 2,096,809 $ 2,801,865
============ ============
</TABLE>
See notes to accompanying consolidated financial statements
3
<PAGE> 4
LTI HOLDINGS, INC. AND SUBSIDIARY
(formerly Laminating Technologies, Inc. and Subsidiary)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
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1999 1998
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<S> <C> <C>
Net sales $ 553,002 $ 263,945
Cost of sales 399,341 242,057
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Gross profit (loss) 153,661 21,888
Selling, general and administrative expenses 471,424 307,205
Research and development expenses 46,142 232,524
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Operating (loss) (363,905) (517,841)
Interest expense (719) (1,614)
Investment income 20,462 40,446
Loss on sale of assets (335,489)
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Net (loss) $ (679,651) $ (479,009)
=========== ===========
Net (loss) per share of common stock (0.24) (0.17)
=========== ===========
Weighted average number of common
shares outstanding 2,775,100 2,775,100
=========== ===========
</TABLE>
See notes to accompanying consolidated financial statements
4
<PAGE> 5
LTI HOLDINGS, INC. AND SUBSIDIARY
(formerly Laminating Technologies, Inc. and Subsidiary)
Consolidated, Condensed Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
--------
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (679,651) $(479,009)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and amortization 18,305 22,882
Changes in current assets and liabilities 571,321 132,716
----------- ---------
Net cash (used) in operating activities (90,025) (323,411)
----------- ---------
Cash flows from investing activities:
Sale (purchase) of investments 698,650 471,135
Acquisitions of fixed assets 242,929 (145,639)
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Net cash (used) in investing activities 941,579 325,496
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Cash flows from financing activities:
(Repayment) of notes payable (11,675) (10,780)
----------- ---------
Net cash provided by financing activities (11,675) (10,780)
----------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 839,879 (8,695)
Cash and cash equivalents - beginning of period 210,271 738,933
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 1,050,150 $ 730,238
=========== =========
</TABLE>
See notes to accompanying consolidated financial statements
5
<PAGE> 6
LTI HOLDINGS, INC. AND SUBSIDIARY
(formerly Laminating Technologies, Inc. and Subsidiary)
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 LTI Holdings,
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, 1999.
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.
As of June 30, 1999, the Company sold substantially all of its
operating assets for approximately $400,000. As of the present time, the Company
has no operating business. In connection with the sale of the operating assets,
the Company changed its name from Laminating Technologies, Inc. to LTI Holdings,
Inc.
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Investments
Investments consist primarily of commercial paper. These
investments are accounted for as available for sale securities and
are stated at fair value, which approximates cost.
(2) Inventory
Inventory is recorded at lower of cost or market, using the
first-in, first-out (FIFO) cost flow method.
(3) Net loss per share of common stock
Net loss per share of common stock was determined by dividing net
loss 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 fully
diluted net loss per share of common stock would have been
antidilutive in each of the periods presented.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company was a development stage company organized to develop,
design and market value-added packaging and specialty display products. Since
its inception, the Company's efforts had been principally devoted to research,
development and design of products, marketing activities and raising capital.
The Company had only limited sales and has incurred substantial operating losses
from these activities. As previously announced by the Company, as of June 30,
1999 the Company sold substantially all of its operating assets to Packaging
Atlanta Corporation. The Company has ceased its operations and is in the process
of exploring opportunities to effect an acquisition of the Company, by merger,
exchange or issuance of securities, or similar business combination (a "Business
Combination"). Therefore, readers should note that the following discussion of
Results of Operations is being provided for historical comparison purposes only
and is not meant to describe the Company's present operations or planned future
operations.
The following discussion should be read in conjunction with the
Company's audited financial statements for the year ended March 31, 1999
included in Form 10-KSB.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1998 and 1999.
Net sales increased from approximately $264,000 in the three months
ended June 30, 1998 ("1998 Three Months") to approximately $553,000 in the three
months ended June 30, 1999 ("1999 Three Months"). This increase is primarily due
to the Company's baking products line showing continued sales growth.
Gross profit increased from approximately $22,000 in the 1998 Three
Months, or 8.3% of sales, to approximately $154,000 in the 1999 Three Months, or
27.8% of sales. The gross profit margin was higher due to an increase in the
sales of higher margin products.
Selling, general and administrative expenses increased 53% from the
1998 Three Months of approximately $307,000 to approximately $471,000 in the
1999 Three Months. This increase is primarily due to expenses associated in
preparing the proxy and other related costs involved with the sale of the
Company's assets.
Research and development expense decreased by approximately 80% from
the 1998 Three Months of approximately $233,000 to approximately $46,000 in the
1999 Three Months. This decrease is due to the Company's product line becoming
more developed as well as the Company preparing for the sale of its assets.
Interest expense decreased approximately $1,000 from the 1998 Three
Months of approximately $2,000 to approximately $1,000 in the 1999 Three Months.
This decrease is due to the reduction in principal of an outstanding note.
Interest income decreased from approximately $40,000 in the 1998 Three Months to
approximately $20,000 in the 1999 Three Months. This decrease is primarily due
to the amount of cash available for investing being greater in fiscal 1998 than
in fiscal 1999.
Loss on sale of assets was approximately $335,000 for the 1999 Three
Months. This loss was recognized as a result of the Company selling
substantially all of its assets. There was no such activity in the 1998 Three
months.
Net loss increased from approximately $479,000 or ($.17) per share in
1998 Three Months to approximately $680,000, or ($.24) per share, in 1999 Three
Months as a result of the foregoing factors.
7
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
The Company used the approximately $400,000 proceeds from the sale of
its assets to repay substantially all of LTI's indebtedness and satisfy its
other obligations. On a going-forward basis, LTI plans to use its remaining cash
to pay ongoing general and administrative expenses, which are significantly
reduced from their historical levels, and to seek suitable Business Combination
candidates.
Pending a Business Combination, the Company's cash assets will be
invested as the Company believes appropriate under the circumstances, which may
include certificates of deposit, money-market accounts, United States
Government securities or other short-term instruments. LTI will attempt to make
such investments in a manner that will not cause it to be considered an
investment company subject to regulation under the Investment Company Act of
1940.
Certain common stockholders have agreed to place 410,000 shares of
Common Stock of the Company into escrow ("Escrow Shares"). The Escrow Shares
will be released from escrow only if certain financial conditions or market
prices for the Common Stock have been met or achieved. As of the date of this
Report, none of the financial conditions has been satisfied, nor has the market
price been achieved; therefore, no Escrow Shares have been released from escrow.
In the event of the release of the Escrow Shares, the Company will recognize
during the period in which the earnings thresholds are probable of being met or
such stock price levels achieved, a substantial non-cash charge to earnings (not
deductible for income tax purposes) equal to the fair market value of such
shares on the date of their release, which would have the effect of
significantly increasing the Company's loss or reducing or eliminating earnings,
if any, at such time. There can be no assurance that the Company will attain the
targets which would enable the Escrow Shares to be released from escrow. The
recognition of the potential charges to income described above may have a
depressive effect on the market price of the Company's securities.
At June 30, 1999 the Company had net operating loss carry-forwards for
Federal income tax purposes of approximately $8,353,000. The net operating loss
and credit carry-forwards expire from March, 2009 through March, 2019. Also, 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. In addition, depending on the future Business Combination recommended by
management as discussed herein, the use of the Company's operating losses may be
limited or prohibited entirely depending on the Business Combination
opportunities implemented, and whether there is a continuation of the Company's
historic business.
- ------------------------------------------------------------------------------
This Form 10-QSB contains or incorporates by reference statements that
constitute forward-looking information within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements regarding the Company's
future financial condition, results of operations, cash flows, financing plans,
business strategy, projected costs and capital expenditures, operations after
the sale of substantially all of the Company's operating assets and words such
as "anticipate," "estimate," "expect," "project," "intend," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions. All of these
forward-looking statements are based on estimates and assumptions made by the
Company's management which, although believed by the Company's management to be
reasonable, are inherently uncertain. Stockholders are cautioned that such
forward-looking statements are not guarantees of future performance or results
and involve risks and uncertainties and that actual results or developments may
differ materially from the forward-looking statements as a result of various
considerations, including the considerations described in this Form 10-QSB,
Proxy Statement and the Company's other filings with the Securities and Exchange
Commission.
8
<PAGE> 9
PART II. OTHER INFORMATION
Item 4. A special shareholders meeting was held on June 25, 1999. The purpose of
the meeting was to vote on a proposal to sell substantially all of the
Company's operating assets to Packaging Atlanta Corporation. The number
of votes cast for the proposal was 1,902,251, the number against was
28,454 and the number of abstentions was 37,050. The proposal was
approved, and as described elsewhere in this report, the Company
completed the sale as of June 30, 1999.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - The following exhibits are filed with this report:
2.1 Asset Purchase Agreement with Packaging Atlanta
(Incorporated by reference the Company's Definitive
Proxy statement filed with the SEC on May 27, 1999)
27.1 Financial Data Schedule (for SEC use only)
(b) Two reports were filed on Form 8-K.
- On April 7, 1999 Form 8-K was filed indicating the
Company had terminated its previously announced
merger with Pen Interconnect Inc.
- On May 10, 1999 Form 8-K was filed indicating the
Company had executed an asset purchase agreement to
sell substantially all of its operating assets to
Packaging Atlanta Corporation.
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.
August 13, 1999 LTI HOLDINGS, INC.
By: /s/ Michael E. Noonan
------------------------------------------
Michael E. Noonan
Chief Executive Officer and President
By: /s/ Shirley Pigg
------------------------------------------
Shirley Pigg
Controller (Principal Accounting Officer)
9
<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 LTI HOLDINGS, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 1,050,150
<SECURITIES> 997,025
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,096,809
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,096,809
<CURRENT-LIABILITIES> 139,286
<BONDS> 0
0
0
<COMMON> 31,851
<OTHER-SE> 1,925,672
<TOTAL-LIABILITY-AND-EQUITY> 2,096,809
<SALES> 553,002
<TOTAL-REVENUES> 553,002
<CGS> 399,341
<TOTAL-COSTS> 399,341
<OTHER-EXPENSES> 517,566
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 719
<INCOME-PRETAX> (679,651)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (679,651)
<EPS-BASIC> (.24)
<EPS-DILUTED> (.24)
</TABLE>
