LASER MASTER INTERNATIONAL INC
10QSB, 2000-07-17
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:   MAY 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 - 10,477,880 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 - May 31, 2000              3

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

   Condensed Consolidated Statements of Operations for
   the Six Months Ended May 31, 2000 and May 31, 1999                6

   Condensed Consolidated Statements for Cash Flows for
   the Six Months Ended May 31, 2000 and May 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>


                          PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

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


                                     ASSETS

                                                    MAY 31,
                                                    2000
                                                 -----------
CURRENT ASSETS:
<S>                                           <C>
  Cash in Bank                                   $   487,940
  Escrow Account                                     468,690
  Marketable Securities                              619,833
  Accounts Receivable - Net                        2,563,087
  Merchandise Inventory                            1,915,822
  Prepaid Expenses                                    30,457
  Notes Receivable                                   103,511
                                                 -----------
TOTAL CURRENT ASSETS                             $ 6,189,340
                                                 -----------
FIXED ASSETS:
  Factory Building & Improvements                $ 5,589,794
  Land - Factory Site                                215,000
  Machinery & Equipment                            9,182,560
  Engraving Inventory                                878,456
  Installation Cost                                  953,524
  Furniture & Fixtures                               197,822
                                                 -----------
TOTAL                                            $17,017,156

Less:  Accum. Depreciation                         6,918,604
                                                 -----------
TOTAL FIXED ASSETS                               $10,098,552
                                                 -----------
OTHER ASSETS:
  Deferred Charges                               $    83,520
  Restricted Cash                                    125,339
  Loans Receivable                                   345,123
  CSU-Life Insurance                                  38,541
                                                 -----------
TOTAL OTHER ASSETS                               $   592,523
                                                 -----------
TOTAL ASSETS                                     $16,880,415
                                                 ===========

</TABLE>


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

                                       -3-


<PAGE>



<TABLE>
<CAPTION>

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


                                   LIABILITIES


                                                    MAY 31,
                                                     2000
                                                 -----------
CURRENT LIABILITIES:
<S>                                           <C>
  Accounts Payable                               $   875,743
  Accrued Expenses & Taxes                            48,247
  Current Portion of Long Term Debt                  767,834
  Loan - Merrill Lynch                               974,586
                                                 -----------
TOTAL CURRENT LIABILITIES                        $ 2,666,410
                                                 -----------
LONG TERM LIABILITIES:
  Non-Current Portion of Long Term
    Debt                                         $ 5,240,312
                                                 -----------
TOTAL LONG TERM LIABILITIES                      $ 5,240,312
                                                 ----------
TOTAL LIABILITIES                                $ 7,906,722
                                                 -----------
STOCKHOLDERS' EQUITY:
  Capital Stock - Authorized
    50,000,000 Shares at 1c Par Value
    Issued and Outstanding 10,477,880             $  104,779
    Shares at 5/31/00 Paid in Capital              5,424,412
    Unrealized Gain                                  (35,882)
    Retained Earnings                              3,584,009
    Treasury Stock                                  (103,625)
                                                 -----------
TOTAL STOCKHOLDERS' EQUITY                       $ 8,973,693
                                                 -----------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY                                           $16,880,415
                                                 ===========

</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




                                            MAY 31,           MAY 31,
                                             2000              1999
                                         -----------       -----------
<S>                                   <C>               <C>
REVENUES                                 $ 3,599,473       $ 3,683,560
                                         -----------       -----------
Depreciation Expense                     $   129,423       $   129,661

Cost of Sales                              2,664,864         2,833,626
                                         -----------       -----------
TOTAL COST OF SALES                      $ 2,794,287       $ 2,963,287
                                         -----------       -----------
GROSS PROFIT                             $   805,186       $   720,273
                                         -----------       -----------
OPERATING EXPENSES:
  Selling Expenses                       $   312,987       $   257,131
  General & Administrative Expenses          394,102           302,136
                                         -----------       -----------
TOTAL OPERATING EXPENSES                 $   707,089       $   559,267
                                         -----------       -----------
NET EARNINGS - OPERATIONS                $    98,097       $   161,006
  Interest Expense                            96,518            61,177
  Interest & Dividend Income                (129,591)          (3,216)
  & Capital Gains                        -----------       -----------
NET EARNINGS BEFORE FIT                  $   131,170       $   103,045
  Less: FIT Provision - Current                 -                 -
  Tax Effect of NOL Carryforward                -                 -
                                         -----------       -----------
NET EARNINGS FOR THE PERIOD              $   131,170       $   103,045
                                         ===========       ===========

EARNINGS PER SHARE *                     $       .01       $       .01
                                         ===========       ===========
DIVIDENDS PER SHARE                            -0-               -0-
                                         ===========       ===========


<FN>
*   Earnings per share are based on 10,477,880 shares outstanding at May 31,
    2000 and on May 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.


                                       -5-

<PAGE>

<TABLE>
<CAPTION>

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



                                           MAY 31,           MAY 31,
                                            2000              1999
                                         -----------       -----------
<S>                                   <C>               <C>
REVENUES                                 $ 6,735,524       $ 6,869,131
                                         -----------       -----------
Depreciation Expense                     $   258,846       $   258,846

Cost of Sales                              4,921,458         5,093,614
                                         -----------       -----------
TOTAL COST OF SALES                      $ 5,180,304       $ 4,352,460
                                         -----------       -----------
GROSS PROFIT                             $ 1,555,220       $ 1,516,671
                                         -----------       -----------
OPERATING EXPENSES:
  Selling Expenses                       $   641,749       $   593,543
  General & Administrative Expenses          725,141           652,690
                                         -----------       -----------
TOTAL OPERATING EXPENSES                 $ 1,366,890       $1,246,233
                                         -----------       -----------
NET EARNINGS - OPERATIONS                    188,330          270,438
  Interest Expense                           181,553          153,791
  Interest & Dividend Income                (148,094)         (12,134)
  and Capital Gains                      -----------       -----------
NET EARNINGS BEFORE FIT                  $   154,871       $  128,781
  Less: FIT Provision - Current                 -                 -
  Tax Effect of NOL Carryforward                -                 -
                                         -----------       -----------
NET EARNINGS FOR THE PERIOD              $   154,871       $  128,781
                                         ===========       ===========

EARNINGS PER SHARE *                             .01               .01
                                         ===========       ===========
DIVIDENDS PER SHARE                             -0-              -0-
                                         ===========       ===========


<FN>
*   Earnings per share are based on 10,477,880 shares outstanding at May 31,
    2000 and on May 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
                                SIX MONTHS ENDED


<S>                                   <C>              <C>
                                            MAY 31           MAY 31
                                             2000             1999
                                         -----------     -----------
Net Cash Flow From Operating
Activities:

  Net Income                             $   154,871     $   128,781

Items Reflected in Net Income
Not Requiring Cash:
  Depreciation & Amortization                258,846         258,846
                                         -----------     -----------
                                         $   413,717     $   387,627
Cash Flow Provided From Operations
  Accounts Receivable                    $   603,192     $ 1,113,554
  Inventories                               (400,750)        235,000
  Prepaid Expenses                            38,088          33,256
  Accounts Payable                          (381,707)       (837,797)
  Accrued Expenses                            (7,526)          4,266
  Escrow Account                            (257,500)           -
                                         -----------     -----------
Cash Flow Provided by Operations         $     7,514     $   935,906

Cash Flow Provided from (used for)
Investment Purposes:
  Additions to Fixed Assets              $  (238,593)    $  (364,402)
  Increase in Other Assets                   (98,518)       (315,030)
  Marketable Securities                     (110,280)        (26,611)
  Unrealized Loss                            (35,032)           -
                                         -----------     -----------
Total Cash Flow Provided from            $  (482,423)    $  (706,043)
Investment Purposes

Cash Flow Provided From (used for)
Financing Purposes:
  Payment of Debt                            449,372        (326,909)
  Purchase of Treasury Stock                (105,000)           -
                                         -----------     -----------
Cash Flow Used for Financing             $   344,372     $  (326,909)
                                         -----------     -----------
Net Cash Flow                            $  (130,537)    $   (97,046)
Cash and Cash Equivalents at
 Beginning of Period                         618,477         239,216
                                         -----------     -----------
Cash and Cash Equivalents at
 End of Period                           $   487,940     $   142,170
                                         ===========     ===========
</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 three
             months ended May 31, 2000 and May 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.


                                            05/31/00        05/31/99
                                            --------        --------

         Depreciation charged to
         Cost of Sales                      $258,846        $258,846
                                            ========        ========


         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.




<PAGE>



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 - 10,477,880 SHARES COMMON STOCK - PAR VALUE
         $0.0l at 5/31/00 and 10,615,380 shares at 5/31/99.

                                                 Six Months ended
                                           05/31/00            05/31/99
                                           --------            --------
          Net earnings per share -         $  .01              $  .01






















                                      -11-



<PAGE>




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

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

REVENUES

For the six months ended May 31, 2000 revenues decreased 2% from the prior year.
For the quarter ended May 31, 2000 revenues decreased 2% from the same period
from the prior year. This decrease was primarily the result of a change in
company policy which consisted of the cessation of pre-press work for outside
customers. Management determined that doing pre-press work for outside customers
was interfering with Laser Master's growing need to perform pre-press work for
its regular customers. This had the short term impact of reducing sales for the
current period but should have a beneficial effect over the long term.
Management has received orders from several new customers for its new packaging
products which should benefit the second half of the year.

GROSS PROFIT

For the three months ended May 31, 2000 gross profit was 22% as compared to 20%
for the same period in the previous year. The increase in gross profit was due
to the fact that the company is becoming more efficient due to the 8 color press
running faster and because of other improvements in the factory.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased 10% for the six months
ended May 31, 2000 over the same period for the previous year. This was as a
result of the Company's attempt to obtain additional customers for its new
packaging products which caused additional selling and administrative expenses.

INTEREST EXPENSE

Interest expense increased for the first six months of 2000 as compared to the
same period for the previous year. This was as a result of higher levels of
debt.

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 May
31, 2000 the Company had working capital of $3,522,930. 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 INFORMATION

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)


          7/12/00                 /s/ Mendel Klein
      -----------------           --------------------------------
           Date                   MENDEL KLEIN, PRESIDENT


          7/12/00                 /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-



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