LASER MASTER INTERNATIONAL INC
10QSB, 2000-10-19
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended:   AUG. 31, 2000   Commission File No.: 2-76262-NY
                       -----------------                      -----------

                        LASER MASTER INTERNATIONAL, INC.
   -------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its charter)

           New York                                  11-2564587
------------------------------          ---------------------------------
  (State of Incorporation)              (IRS Employee Identification No.)

                  1000 First Street, Harrison, New Jersey 07029
   -------------------------------------------------------------------------
                         (Address of Principal Offices)

                                 (973) 482-7200
                                ----------------
                                Telephone Number

                                       N/A
   -------------------------------------------------------------------------
       (Former name, address and fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities 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
                     ---------        ---------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:

Common Stock - 10,277,880 shares - each share $0.01 par value.

<PAGE>


LASER MASTER INTERNATIONAL, INC.
INDEX

PART I - FINANCIAL INFORMATION                             PAGE

Item 1. Financial Statements



   Condensed Consolidated Balance Sheets - Aug 31, 2000                        3

   Condensed Consolidated Statements of Operations for
        the Three Months Ended Aug 31, 2000 and Aug 31, 1999                   5

   Condensed Consolidated Statements of Operations for the Nine Months Ended
        Aug 31, 2000 and Aug 31, 1999                                          6

   Condensed Consolidated Statements for Cash Flows for the
        Nine Months Ended Aug 31, 2000 and Aug 31, 1999                        7

   Notes to Condensed Consolidated Financial Statements                        8

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                   12

PART II. OTHER INFORMATION                                                    13

















                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

                        LASER MASTER INTERNATIONAL, INC.
                          AND WHOLLY OWNED SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                                       AUG 31,
                                                                        2000
                                                                     -----------
CURRENT ASSETS:
<S>                                                                  <C>
  Cash in Banks                                                      $   411,518
  Marketable Securities                                                  654,497
  Accounts Receivable - Net                                            2,903,025
  Merchandise Inventory                                                2,016,144
  Prepaid Expenses                                                        30,457
                                                                     -----------
TOTAL CURRENT ASSETS                                                 $ 6,015,641
                                                                     -----------
FIXED ASSETS:
  Factory Building & Improvements                                    $ 5,659,568
  Land - Factory Site                                                    215,000
  Machinery & Equipment                                                9,187,789
  Engraving Inventory                                                    878,456
  Installation Cost                                                      953,524
  Furniture & Fixtures                                                   223,969
                                                                     -----------
TOTAL                                                                $17,118,306
Less:  Accum. Depreciation                                             7,048,027
                                                                     -----------
TOTAL FIXED ASSETS                                                   $10,070,279
                                                                     -----------
OTHER ASSETS:
  Deferred Charges                                                   $    83,520
  Escrow Acct. - EDA                                                      82,440
  Loans Receivable                                                      475,547E
C                                                                           --
TOTAL OTHER ASSETS                                                   $   641,507
                                                                     -----------
TOTAL ASSETS                                                         $16,727,427
                                                                     ===========
</TABLE>


  The accompanying notes to financial statements are an integral part of this
             statement and should be read in conjunction herewith.

                                       -3-



                                      -3-
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                        LASER MASTER INTERNATIONAL, INC.
                          AND WHOLLY OWNED SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                   LIABILITIES

                                                    AUG 31,
                                                     2000
                                                 -----------
CURRENT LIABILITIES:
<S>                                              <C>
  Accounts Payable                               $ 1,516,489
  Accrued Expenses & Taxes                            69,369
  Current Portion of Long Term Debt                  767,834
  Loan - Merrill Lynch                               819,624
                                                 -----------
TOTAL CURRENT LIABILITIES                        $ 3,173,316
                                                 -----------
LONG TERM LIABILITIES:
  Non-Current Portion of Long Term
    Debt                                         $ 4,700,641
                                                 -----------
TOTAL LONG TERM LIABILITIES                      $ 4,700,641
                                                 ----------
TOTAL LIABILITIES                                $ 7,873,957
                                                 -----------
STOCKHOLDERS' EQUITY:
  Capital Stock - Authorized
    50,000,000 Shares at 1c Par Value
    Issued and Outstanding 10,277,880             $  102,779
    Shares at 8/31/00 Paid in Capital              5,426,412
    Unrealized Gain                                  (13,662)
    Retained Earnings                              3,641,566
    Treasury Stock                                  (303,625)
                                                 -----------
TOTAL STOCKHOLDERS' EQUITY                       $ 8,853,470
                                                 -----------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY                                           $16,727,427
                                                 ===========

</TABLE>





  The accompanying notes to financial statements are an integral part of this
             statement and should be read in conjunction herewith.
                                       -4-

<PAGE>

<TABLE>
<CAPTION>


                        LASER MASTER INTERNATIONAL, INC.
                          AND WHOLLY OWNED SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                           FOR THE THREE MONTHS ENDED


                                           Aug 31,           Aug 31,
                                            2000              1999
                                         -----------       -----------
<S>                                      <C>               <C>
REVENUES                                 $ 3,665,753       $ 4,220,214
                                         -----------       -----------
Depreciation Expense                     $   129,423       $   129,423
Cost of Sales                              2,527,144         2,888,354
                                         -----------       -----------
TOTAL COST OF SALES                      $ 2,656,567       $ 3,017,777
                                         -----------       -----------
GROSS PROFIT                             $ 1,009,186       $ 1,202,437
                                         -----------       -----------
OPERATING EXPENSES:
  Selling Expenses                       $   494,076       $   361,056
  General & Administrative Expenses          339,934           514,799
                                         -----------       -----------
TOTAL OPERATING EXPENSES                 $   834,010       $   875,855
                                         -----------       -----------
OPERATING PROFIT                         $   175,176       $   326,582
Interest & Finance Charges                   123,439           148,027
Interest & Dividend Income                    (5,820)          (8,033)
                                         -----------       -----------
NET EARNINGS BEFORE FIT                  $    57,557       $   186,588
  Less: FIT Provision - Current                 -                 -
  Tax Effect of NOL Carryforward                -                 -
                                         -----------       -----------
NET EARNINGS FOR THE PERIOD              $    57,557       $   186,588
                                         ===========       ===========
EARNINGS PER SHARE *                     $       .01       $       .02
                                         ===========       ===========
DIVIDENDS PER SHARE                           -0-              -0-
                                         ===========       ===========


<FN>

* Earnings per share are based on 10,277,880 weighted shares outstanding at
8/31/00 & 10,615,380 shares outstanding at 8/31/99.
</FN>
</TABLE>


      The accompanying notes to financial statements are an integral part
         of this statement and should be read in conjunction herewith.

                                       -5-


<PAGE>
<TABLE>
<CAPTION>

                        LASER MASTER INTERNATIONAL, INC.
                          AND WHOLLY OWNED SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                            FOR THE NINE MONTHS ENDED


                                           Aug 31,           Aug 31,
                                            2000              1999
                                         -----------       -----------
<S>                                      <C>               <C>
REVENUES                                 $10,401,277       $11,089,345
                                         -----------       -----------
Depreciation Expense                     $   388,269       $   388,269
Cost of Sales                              7,448,602         7,981,968
                                         -----------       -----------
TOTAL COST OF SALES                      $ 7,836,871       $ 8,370,237
                                         -----------       -----------
GROSS PROFIT                             $ 2,564,406       $ 2,719,108
                                         -----------       -----------
OPERATING EXPENSES:
  Selling Expenses                       $ 1,135,825       $   954,599
  General & Administrative Expenses        1,065,075         1,167,489
                                         -----------       -----------
TOTAL OPERATING EXPENSES                 $ 2,200,900       $ 2,122,088
                                         -----------       -----------
OPERATING PROFIT                         $   363,506       $   597,020
  Interest & Finance Charges                 304,992           301,818
  Interest & Dividend Income                (153,914)          (20,167)
                                         -----------       -----------
NET EARNINGS BEFORE FIT                      212,428           315,369
Less: FIT Provision - Current                 -                 -
  Tax Effect of NOL Carryforward              -                 -
                                         -----------       -----------
NET EARNINGS FOR THE PERIOD              $   212,428       $   315,369
                                         ===========       ===========
EARNINGS PER SHARE *                     $       .02        $      .03
                                         ===========       ===========
DIVIDENDS PER SHARE                           -0-               -0-
                                         ===========       ===========

<FN>


* Earnings per share are based on 10,277,880 weighted shares outstanding at Aug
31, 2000 and on Aug 31, 1999 10,615,380.
</FN>
</TABLE>


      The accompanying notes to financial statements are an integral part
         of this statement and should be read in conjunction herewith.

                                       -6-


<PAGE>
<TABLE>
<CAPTION>

                        LASER MASTER INTERNATIONAL, INC.
                          AND WHOLLY OWNED SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                NINE MONTHS ENDED

                                           Aug 31           Aug 31
                                             2000            1999
                                         -----------     -----------
Net Cash Flow From Operating
Activities:
<S>                                      <C>             <C>
  Net Income                             $   212,428     $   315,369
Items Reflected in Net Income
Not Requiring Cash:
  Depreciation & Amortization                388,269         388,269
                                         -----------     -----------
                                         $   600,697     $   703,638
Cash Flow Provided From Operations
  Accounts Receivable                    $   263,254     $   356,615
  Inventories                               (501,072)        485,000
  Prepaid Expenses                            38,088          53,256
  Sundry Receivable                             -            107,761
  Accounts Payable                           259,039         (20,106)
  Accrued Expenses                            13,596         117,198
                                         -----------     -----------
Cash Flow Provided by Operations         $   673,602     $ 1,803,362
Cash Flow Provided from (used for)
Investment Purposes:
  Additions to Fixed Assets              $  (339,743)       (409,931)
  Increase in Other Assets                    (6,388)        (81,931)
  Marketable Securities                       66,246         (21,861)
                                         -----------     -----------
Total Cash Flow Provided from            $  (279,885)    $  (513,723)
Investment Purposes
Cash Flow Provided From (used for)
Financing Purposes:
Increase in Long Term Debt                  1,253,773      (1,459,785)
Payment of Debt                           (1,550,824)
Purchase of Treasurt Stock                  (303,625)
                                          -----------     -----------
Cash Flow Used for Financing                (600,676)     (1,459,785)
Net Cash Flow                            $  (206,959)    $  (170,146)
Cash and Cash Equivalents at
 Beginning of Period                         618,477         239,216
                                         -----------     -----------
Cash and Cash Equivalents at
 End of Period
                                         $   411,518     $    69,070
                                         ===========     ===========
</TABLE>

  The accompanying notes to financial statements are an integral part of this
             statement and should be read in conjunction herewith.
                                       -7-


<PAGE>

NOTE 1.  BASIS OF PREPARATION OF FINANCIAL STATEMENTS AND CONSOLIDATING
         PRINCIPLES

         The consolidated financial statements include the accounts of Laser
         Master International Inc. and its wholly owned subsidiaries. All
         significant intercompany balances and transactions have been eliminated
         in consolidation.

         The company was founded in 1981 and prints for the textile industry and
         the gift wrap paper industry. The company sells its products and
         services nationwide through its direct sales force and resellers. In
         addition the company has a real estate division that rents space in the
         factory buildings owned by the company.

         All intercompany transactions and balances have been eliminated in
         accordance with established accounting principles.

         Name and brief description of companies under common control:

         1.  FLEXO-CRAFT PRINTS INC.

             This company has for approximately 20 years been engaged in the
             business of commercial printing and engraving, utilizing a laser
             technique. The company principally produces an extensive line of
             patterns and designs which are sold to industrial customers engaged
             in the manufacture of varied end products.

         2.  HARRISON REALTY CORP.

             This company owns and operates a 240,000 sq. ft. factory building
             in Harrison, New Jersey. There are two unaffiliated tenants
             currently occupying 49% of the space.

         3. PASSPORT PAPERS INC & EAST RIVER ARTS INC.

             These Companies are Sales Corporations which sell products printed
             by Flexo Craft Prints Inc. They each sell under their own labels
             and in their respective markets.

         a.  METHOD OF ACCOUNTING FOR THE BUSINESS COMBINATION:

             This business combination has been accounted for as a
             reorganization under common control.

         b. PERIOD FOR WHICH RESULTS OF OPERATIONS OF THE MERGED COMPANIES
             ARE INCLUDED IN THE INCOME STATEMENT OF THE PARENT COMPANY:

             The income statement of Laser Master International Inc. reflects
             the result of its operations on a consolidated basis for the nine
             months ended Aug 31, 2000 and Aug 31, 1999.

                                       -8-


<PAGE>

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

         (a) The statements are prepared on the accrual basis of accounting.

         (b) Inventory valuation: Inventories are stated at the lower of cost
             (first-in, first-out) or market.

         (c) Depreciation of property, plant, equipment and furniture is
             calculated on the straight line method based on estimated useful
             lives of 10 to 33 years for buildings and improvements and 3 to 10
             years for machinery, equipment and furniture.

         (d)  Taxes:

         Laser Master International, Inc. is a "C" corporation with the Federal,
             State and City taxing authorities. All corporate taxes are accrued
             and paid on the corporate level.

NOTE 3.  ACCOUNTS RECEIVABLE

         The account on the balance sheet of Laser Master International Inc.
         referred to as "Accounts Receivable-Net" represents amounts due from
         customers for goods sold and delivered on a current basis. The accounts
         receivable so stated are encumbered to one of the company's lenders.

NOTE 4.  INVENTORIES

         The inventories are valued at the lower of cost or market on a
         first-in, first-out basis.

NOTE 5.  FACTORY BUILDING AND IMPROVEMENTS

         One of the wholly owned subsidiaries of the company, Harrison Realty
         Corp., owns the land and the building situated at 1000 First Street,
         Harrison, New Jersey. The building is encumbered by a mortgage obtained
         from Fleet Bank and the New Jersey EDA.

NOTE 6.  MACHINERY AND EQUIPMENT

         The machinery and equipment is owned by the wholly owned subsidiary
         Flexo-Craft Prints Inc. It consists of various pieces of heavy
         equipment, the acquisition of which has been financed on an individual
         basis at the time of purchase and installation. For details of these
         encumbrances, reference is made to the consolidated schedule of total
         debt in the 10K.


                                       -9-


<PAGE>

NOTE 7.  DEPRECIATION

         Property, plant and equipment is stated at cost. Depreciation is
         computed by applying the straight-line method to individual items.
         Where accelerated depreciation methods are used for tax purposes,
         deferred income taxes may be recorded. Maintenance and repairs were
         charged to expenses as incurred.

                                            08/31/00        08/31/99
                                            --------        --------
         Depreciation charged to
         Cost of Sales                      $388,269        $388,269
                                            ========        ========

         The annual depreciation rates used are as follows:
         Building and Improvements                    3%
         Machinery and Equipment                  10% - 14.3%
         Furniture and Fixtures                      10%

NOTE 8.  ENGRAVING INVENTORY

         The company's principal operating subsidiary, Flexo-Craft Prints Inc.
         is engaged in the manufacture of designs and patterns which by means of
         a laser engraving process grooves are engraved on a rubber sleeve, and
         by means of a computer color separation (up to six colors) fabricate
         the matrix for the printing phase of operations.

         In order to present to the trade a wide selection of proprietary
         patterns and designs, the company maintains a constant library of
         approximately 5,000 sleeves. In case of obsolete or discontinued
         designs, sleeves become reusable after mechanically grinding flat the
         old pattern and vulcanizing the surface.

         For accounting purposes, an obsolescence factor is charged based on the
         entire cost of discontinued patterns, exclusive of the extended life of
         the reusable rubber sleeves. Historically this method results in a
         provision for depreciation of l0% per year of the total library
         inventory of complete patterns on sleeves.

NOTE 9.  TAX LOSS CARRYFORWARD

         On November 30, l999 the company had a tax credit carryforward of
         $83,787.

                                      -10-


<PAGE>

NOTE 10.  REMUNERATION OF DIRECTORS AND OFFICERS
                                                                 Annual
Name            Capacity in which remuneration was received      Salary
------------    -------------------------------------------     --------
Mendel Klein    President, Treasurer, Chairman of the Board     $125,000
Leah Klein      Vice President, Secretary, Director                -0-
Mirel Spitz     Vice President, Office Manager, Director           -0

         Mr. Mendel Klein, pursuant to an employment contract entered into with
         the company which became effective upon completion of the public
         offering, receives an annual salary of $125,000. Additionally, Mr.
         Klein will participate in group life, accident and hospitalization
         insurance, provide for all key employees, and he will have the use of a
         company owned automobile. No other officer or director has a contract
         of employment with the company. There are no consulting agreements in
         existence between the company and any officers.

NOTE 11.  CONTINGENT LIABILITIES

         The Company is contingently liable to Fleet Bank of New Jersey for
         letters of credit in the amount of $4,184,860 issued in conjunction
         with the New Jersey Tax Exempt Bonds which financed the company's new
         factory building and 8 color press. Fleet Bank has a 1st lien on the
         assets of Harrison Realty and 2nd and 3rd liens on the assets of
         Flexo-Craft.

NOTE 12. EARNINGS PER SHARE - 10,277,880 SHARES COMMON STOCK - PAR VALUE $0.0l
         at 8/31/00 and 10,615,380 shares at 8/31/99.

                                                Nine Months ended
                                           08/31/00            08/31/99
                                           --------            --------
          Net earnings per share -         $  .02              $  .03












                                      -11-


<PAGE>

               MANAGEMENT'S COMPARATIVE DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
                          AUG 31, 2000 AND AUG 31, 1999

                              RESULTS OF OPERATIONS
                              ---------------------
REVENUES

For the nine months ended Aug 31, 2000 revenues decreased 6% from the prior
year. For the quarter ended Aug 31, 2000 revenues decreased 13% from the same
period from the prior year. This decrease was because EC substantial orders for
the company's new packaging products were not shipped until the 4th quarter.
Demand for the company's new packaging products has increased significantly from
the prior year and will be billed in the 4th quarter, but many of the
preparation expenses were incurred in the 3rd quarter resulting in poor
comparisions with previous periods.

GROSS PROFIT

For the three months ended Aug 31, 2000 gross profit was 25% as compared to 25%
for the same period in the previous year. The same margins were a direct result
of a reduction in certain production expenses for the current period which
enabled the company to maintain its gross profit on a lower sales volume.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses decreased for the three months
ended Aug 31, 2000 over the same period for the previous year. This was as a
result of the Company's investment in advanced computer software and hardware
plus cost controls on salesman.

INTEREST EXPENSE

Interest expense increased for the first nine months of 2000 as compared to the
same period for the previous year. This was as a result of higher levels of debt
needed to support an anticipated record volume in the 4th quarter.

FINANCIAL CONDITION AND LIQUIDITY

The Company is well positioned to meet anticipated future capital requirements
necessary for purchase of equipment and financing of current operations. At Aug
31, 2000 the Company had working capital of $2,842,325. Liquidity is sustained
principally through funds provided from operations with unused bank lines of
credit available to provide additional sources of capital when required.
Management does not anticipate any difficulties in financing existing
operations.


                                      -12-


<PAGE>

                        PART II.  OTHER INFORMATIONE
ITEM 1.  LITIGATION
         None

ITEM 2.  CHANGES IN SECURITIES
         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
         None




















                                      -13-


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.


                                  LASER MASTER INTERNATIONAL, INC.
                                  --------------------------------
                                            (Registrant)
       10/18/00                   /S/ MENDEL KLEIN
      -----------------           --------------------------------
           Date                   MENDEL KLEIN, PRESIDENT

       10/18/00                   /S/ LEAH KLEIN
      -----------------           --------------------------------
           Date                   LEAH KLEIN, VICE PRESIDENT/SEC'Y
















                                      -14-

<PAGE>



          The Registrant or any of its consolidated subsidiaries have not
consummated, not have they participated in a business combination during any of
the periods covered by the report, nor has a business combination occurred
during the current fiscal year.

          There have been no material retroactive prior period adjustments made
during any period included in this report. Accordingly, there have been no
material prior period adjustments which had an effect upon net income, total and
per share, nor upon the balance of retained earnings.









                                      -15-



<PAGE>


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