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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, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 0-21061
LTI HOLDINGS, 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.)
5115 New Peachtree Road, Suite 200, Atlanta, GA
30341 (Address of principal executive offices)
(770) 454-7403
(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 July 31,
2000 was 2,775,100.
Transitional Small Business Disclosure Format Yes [ ] No [X]
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LTI HOLDINGS, INC. AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000 3
(Unaudited) and March 31, 2000 (Audited)
Consolidated Statements of Operations for the Three 4
Months Ended June 30, 2000 and 1999 (Unaudited)
Consolidated Statements of Cash Flows for the Three 5
Months Ended June 30, 2000 and 1999 (Unaudited)
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 6
Condition and Results of Operations
Part II - Other Information 8
</TABLE>
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LTI HOLDINGS, INC. AND SUBSIDIARY
(formerly Laminating Technologies, Inc. and Subsidiary)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
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(Unaudited) (Audited)
ASSETS
<S> <C> <C>
Current Assets:
Cash $ 1,673,335 $ 70,903
Investments -- 1,695,778
Other current assets 10,426 8,230
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Total Assets $ 1,683,761 $ 1,774,911
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LIABILITIES
Current Liabilities:
Accounts payable $ 13,298 $ 328
Accrued expenses 149,896 177,700
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Total Current Liabilities 163,194 178,028
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,
2,775,100 shares and 2,775,100 shares issued and
outstanding, respectively 27,751 27,751
Additional paid-in capital 11,713,354 11,713,354
Accumulated deficit (10,220,538) (10,144,222)
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Total Stockholders' Equity 1,520,567 1,596,883
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Total Liabilities and Stockholders' Equity $ 1,683,761 $ 1,774,911
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</TABLE>
See notes to accompanying consolidated financial statements
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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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2000 1999
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<S> <C> <C>
Net sales $ -- $ 553,002
Cost of sales -- 399,341
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Gross profit -- 153,661
Selling, general and administrative expenses 102,590 471,424
Research and development expenses -- 46,142
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Operating (loss) (102,590) (363,905)
Interest expense -- (719)
Investment income 26,273 20,462
Loss on sale of assets -- (335,489)
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Net (loss) $ (76,317) $ (679,651)
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Net (loss) per share of common stock (0.03) (0.24)
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Weighted average number of common
shares outstanding 2,775,100 2,775,100
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</TABLE>
See notes to accompanying consolidated financial statements
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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,
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2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (76,317) $ (679,651)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and amortization -- 18,305
Changes in current assets and liabilities (17,029) 571,321
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Net cash (used) in operating activities (93,346) (90,025)
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Cash flows from investing activities:
Sale (purchase) of investments 1,695,778 698,650
Acquisitions of fixed assets -- 242,929
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Net cash (used) in investing activities 1,695,778 941,579
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Cash flows from financing activities:
(Repayment) of notes payable -- (11,675)
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Net cash (used) in financing activities -- (11,675)
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NET (DECREASE) IN CASH AND CASH EQUIVALENTS 1,602,432 839,879
Cash and cash equivalents - beginning of period 70,903 210,271
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 1,673,335 $ 1,050,150
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</TABLE>
See notes to accompanying consolidated financial statements
5
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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, 2000.
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.
As previously announced, LTI Holdings has agreed to merge with
Speedcom Wireless International Corporation, a privately held wireless
broadband manufacturer based in Sarasota, Florida. The companies executed a
definitive merger agreement on August 4, 2000. Under the terms of the merger
agreement, LTI Holdings will acquire Speedcom in return for shares of LTI
Holdings' common stock. Upon completion of the transaction, current LTI
Holdings' stockholders will own approximately 8% of the post-merger company and
current Speedcom stockholders will own approximately 92% of the post-merger
company, subject to adjustment based upon LTI Holdings' cash position at
closing. The parties expect to rename the combined company Speedcom Wireless
Corporation and continue Speedcom's current business. The closing of the
transaction is subject to customary conditions, including the approval of the
stockholders of both LTI Holdings and Speedcom and the effectiveness of LTI
Holdings' S-4 Registration Statement, filed on August 4, 2000 with the
Securities and Exchange Commission.
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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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 were principally devoted to research,
development and design of products, marketing activities and raising capital.
Due to the Company's inability to find a sufficient market for its products,
the Company sold its operating assets as of June 30, 1999 and currently does
not have any operating business. 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
business 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, 2000
included in Form 10-KSB.
As previously announced, LTI Holdings has agreed to merge with
Speedcom Wireless International Corporation, a privately held wireless
broadband manufacturer based in Sarasota, Florida. The companies executed a
definitive merger agreement on August 4, 2000. Under the terms of the merger
agreement, LTI Holdings will acquire Speedcom in return for shares of LTI
Holdings' common stock. Upon completion of the transaction, current LTI
Holdings' stockholders will own approximately 8% of the post-merger company and
current Speedcom stockholders will own approximately 92% of the post-merger
company, subject to adjustment based upon LTI Holdings' cash position at
closing. The parties expect to rename the combined company Speedcom Wireless
Corporation and continue Speedcom's current business. The closing of the
transaction is subject to customary conditions, including the approval of the
stockholders of both LTI Holdings and Speedcom and the effectiveness of LTI
Holdings' S-4 Registration Statement, filed on August 4, 2000 with the
Securities and Exchange Commission.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1999 and 2000.
Net sales decreased from approximately $553,000 in the three months
ended June 30, 1999 ("1999 Three Months") to $0 in the three months ended June
30, 2000 ("2000 Three Months"). This decrease is due to the Company selling its
operating assets as of June 30, 1999.
Gross profit decreased from approximately $154,000 in the 1999 Three
Months, to $0 in the 2000 Three Months. The gross profit margin decrease is due
to the Company selling its operating assets as of June 30, 1999.
Selling, general and administrative expenses decreased 78% from the
1999 Three Months of approximately $471,000 to approximately $103,000 in the
2000 Three Months. This decrease is primarily due to the reduction in personnel
due to the company selling its operating assets as of June 30, 1999.
Research and development expense decreased from approximately $46,000
in the 1999 Three Months to $0 in the 2000 Three Months. This decrease is due
to the Company selling its operating assets as of June 30, 1999.
Interest expense decreased approximately $1,000 from the 1999 Three
Months of approximately $1,000 to $0 in the 2000 Three Months. This decrease is
due to the payoff of an outstanding note. Interest income increased from
approximately $20,000 in the 1999 Three Months to approximately $26,000 in the
2000 Three Months. This increase is primarily due to the amount of cash
available for investing, due to the sale of the assets, being greater in the
2000 Three months than in the 1999 Three Months.
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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 2000 Three
months.
Net loss decreased from approximately $680,000 or ($.24) per share in
1999 Three Months to approximately $76,000, or ($.03) per share, in 2000 Three
Months as a result of the foregoing factors.
LIQUIDITY AND CAPITAL RESOURCES
The Company received approximately $400,000 from the sale of its
assets on June 30, 1999 and this cash was added to the Company's existing cash
balance. Since this time the Company's cash has primarily been used to pay
recurring general and administrative expenses which run approximately $25,000
per month, excluding any fees for legal, financial or other advisory services.
The Company currently has cash and short term investments of approximately $1.7
million.
Certain common stockholders had agreed to place 410,000 shares of
Common Stock of the Company into escrow ("Escrow Shares"). The Escrow Shares
would have been released from escrow only if certain financial conditions or
market prices for the Common Stock had been met or achieved. These financial
conditions or market prices were not achieved within the specified time and the
Escrow Shares have been canceled.
At June 30, 2000 the Company had net operating loss carry-forwards for
Federal Income Tax purposes of approximately $ 9,321,000. The net operating
loss and credit carry-forwards expire from March, 2009 through March, 2020.
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.
================================================================================
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.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - The following exhibits are filed with this report:
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27.1 Financial Data Schedule (for SEC use only)
(b) No reports were filed on Form 8-K.
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 4, 2000 LTI HOLDINGS, INC.
By: s/s Michael E. Noonan
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Michael E. Noonan
Chief Executive Officer and President
By: s/s Shirley Pigg
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Shirley Pigg
Controller (Principal Accounting Officer)
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