NORTHSTAR COMPUTER FORMS INC/MN
10-Q, 1998-06-11
MANIFOLD BUSINESS FORMS
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<PAGE>
                                       Page 1

                         Securities and Exchange Commission
                               Washington, D.C. 20549
                                     Form 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended   April 30, 1998
                               ------------------

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

For the transition period from                 to
                               ---------------    ---------------

Commission file number  0-19056
                       ---------

                           Northstar Computer Forms, Inc.
             ------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

          Minnesota                                    41-0882640
- -------------------------------         ---------------------------------------
(State of other jurisdiction of         (I.R.S. Employer Identification Numbers)
incorporation or organization)

7130 Northland Circle North Brooklyn Park, Minnesota               55428
- ----------------------------------------------------             --------
(Address or Principal Executive Offices)                         Zip Code

Registrant's telephone number, including area code   (612) 531-7340
                                                   ------------------

- -------------------------------------------------------------------------------

Former name, former address and former 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 and Exchange 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 latest practicable date.

               Class                         Outstanding at May 28, 1998
               -----                         ---------------------------

     Common Stock, $ .05 par value                2,663,086 Shares


<PAGE>

                                        Page 2




Part 1.   Financial Information
Item 1.  Financial Statements


                            NORTHSTAR COMPUTER FORMS, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS

 
<TABLE>
<CAPTION>



                                                             April 30,               October 31,
                                                         1998 (Unaudited)                 1997
                                                       ------------------            -------------
<S>                                                    <C>                           <C>
              ASSETS

Current assets:
   Cash and cash equivalents                           $          3,759,524          $   5,317,881
   Accounts receivable, less
      allowance for doubtful accounts
      of $312,000 in 1998 and $294,000 in 1997                    4,874,910              6,614,209
   Inventories                                                    1,852,210              1,912,646
   Other current assets                                             453,563                267,737
   Deferred income taxes                                            318,656                318,656
                                                       --------------------          -------------

          Total current assets                                   11,258,863             14,431,129
                                                       --------------------          -------------

Property, plant and equipment                                    30,035,075             29,478,905

Less accumulated depreciation and
   amortization                                                 (15,095,677)           (14,267,762)
                                                       --------------------          -------------

          Net property, plant and equipment                      14,939,398             15,211,143
                                                       --------------------          -------------

Notes receivable, less current portion                              245,294                829,108
Goodwill, net                                                     1,657,046              1,757,799
Other assets, net                                                 1,368,606              1,095,695
                                                       --------------------          -------------

          Total assets                                 $         29,469,207          $  33,324,874
                                                       --------------------          -------------
                                                       --------------------          -------------
</TABLE>
 

                    See accompanying notes to unaudited Condensed
                          Consolidated Financial Statements

<PAGE>

                                        Page 3


                            NORTHSTAR COMPUTER FORMS, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>


                                                                 April 30,               October 31,
                                                             1998 (Unaudited)               1997
                                                           --------------------      ------------------

<S>                                                        <C>                       <C>
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt                       $          1,385,000      $        3,235,000
   Accounts payable                                                   1,570,321               1,373,805
   Accrued liabilities                                                1,039,006               2,607,885
                                                           --------------------      ------------------

        Total current liabilities                                     3,994,327               7,216,690

Deferred compensation                                                   818,419                 827,147
Deferred income taxes                                                 1,257,063               1,184,633
Long-term debt, less current portion                                  5,805,550               7,330,550

Commitments

Stockholders' equity:
   Common stock, $ .05 par value
      authorized, 5,000,000 shares; issued
      and outstanding, 2,655,699 at April 30, 1998
         and 2,642,207 at October 31, 1997                              132,783                 132,110
   Additional paid-in capital                                         2,313,360               2,245,730
   Retained earnings                                                 15,147,705              14,388,014
                                                           --------------------      ------------------

        Total stockholders' equity                                   17,593,848              16,765,854
                                                           --------------------      ------------------

        Total liabilities and stockholders' equity         $         29,469,207      $       33,324,874
                                                           --------------------      ------------------
                                                           --------------------      ------------------
</TABLE>
 

                    See accompanying notes to unaudited Condensed
                          Consolidated Financial Statements

<PAGE>

                                        Page 4


                            NORTHSTAR COMPUTER FORMS, INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                     (Unaudited)

 
<TABLE>
<CAPTION>


                                                Three Months Ended              Six Months Ended
                                                     April 30                       April 30
                                                1998          1997            1998          1997
                                                ----          ----            ----          ----

<S>                                         <C>            <C>            <C>            <C>
Net Sales                                   $10,753,943    $11,740,931    $21,361,970    $23,349,688

Cost of goods sold                            7,792,827      8,116,094     15,539,933     16,635,816
                                            -----------    -----------    -----------    -----------

   Gross profit                             $ 2,961,116    $ 3,624,837    $ 5,822,037    $ 6,713,872

Selling, general and
  administrative expenses                     2,092,199      2,113,784      4,029,053      4,026,663
                                            -----------    -----------    -----------    -----------

      Operating income                      $   868,917    $ 1,511,053    $ 1,792,984    $ 2,687,209

Other income (expense):
   Interest expense                            (172,125)      (217,878)      (381,702)      (448,234)
   Other, net, principally
      interest income                            55,775         30,168        122,198         37,061
   Gain (loss) on sale of assets                (33,394)         3,266        (22,732)         3,266
                                            -----------    -----------    -----------    -----------
                                               (149,744)      (184,444)      (282,236)      (407,907)
                                            -----------    -----------    -----------    -----------

         Earnings before income taxes           719,173      1,326,609      1,510,748      2,279,302

Provision for income taxes                      277,000        531,000        574,000        913,000
                                            -----------    -----------    -----------    -----------

Net earnings                                $   442,173    $   795,609    $   936,748    $ 1,366,302
                                            -----------    -----------    -----------    -----------

Net earnings per common share:
   Basic                                    $      0.17    $      0.31    $      0.35    $      0.53
                                            -----------    -----------    -----------    -----------
                                            -----------    -----------    -----------    -----------
   Diluted                                  $      0.15    $      0.29    $      0.33    $      0.50
                                            -----------    -----------    -----------    -----------
                                            -----------    -----------    -----------    -----------

Dividends declared per
   common share                             $     0.066    $      0.05    $     0.066    $      0.05
                                            -----------    -----------    -----------    -----------
                                            -----------    -----------    -----------    -----------

Weighted average common
   share outstanding
      Basic                                   2,648,457      2,585,806      2,645,884      2,585,806
                                            -----------    -----------    -----------    -----------
                                            -----------    -----------    -----------    -----------
      Diluted                                 2,879,088      2,741,398      2,876,515      2,737,913
                                            -----------    -----------    -----------    -----------
                                            -----------    -----------    -----------    -----------
</TABLE>

 
                    See accompanying notes to unaudited Condensed
                          Consolidated Financial Statements

<PAGE>

                                        Page 5


                            NORTHSTAR COMPUTER FORMS, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
                   Increase (Decrease) in Cash and Cash Equivalents
                   for the six months ended April 30, 1998 and 1997

<TABLE>
<CAPTION>

 
                                                                                  1998                 1997
                                                                                  ----                 ----

<S>                                                                         <C>                 <C>
Cash flows from operating activities:
  Net earnings                                                              $     936,748       $    1,366,302
  Adjustments to reconcile net earnings to
        net cash provided by operating
          activities
      Depreciation                                                              1,257,370            1,214,390
      Amortization                                                                155,627              112,432
      Provision for losses on receivables                                          27,600               27,600
      Loss (gain) on sale of  equipment                                            22,732               (3,266)
      Changes in certain operating assets and liabilities                         178,214               84,430
                                                                            -------------       --------------

Net cash provided by operating activities                                       2,578,291            2,801,888
                                                                            -------------       --------------

Cash flows from investing activities:
  Capital expenditures and equipment deposits                                  (1,061,357)          (1,038,838)
  Capitalized computer software costs                                            (229,261)
  Proceeds from sale of equipment                                                  53,000                8,900
  Notes receivable repayments                                                     583,814               89,213
  Other                                                                                                 (4,500)
                                                                            -------------       --------------

Net cash used in investing activities                                            (653,804)            (945,225)
                                                                            -------------       --------------

Cash flows from financing activities:
  Principal payments on long-term debt                                         (3,375,000)            (404,450)
  Dividends paid                                                                 (176,147)            (129,290)
  Stock options exercised                                                          68,303               47,577
                                                                            -------------       --------------

Net cash used in financing activities                                          (3,482,844)            (486,163)
                                                                            -------------       --------------

Net (decrease) increase in cash and cash equivalents                           (1,558,357)           1,370,500

Cash and cash equivalents at beginning of period                                5,317,881            2,378,105
                                                                            -------------       --------------

Cash and cash equivalents at end of period                                  $   3,759,524       $    3,748,605
                                                                            -------------       --------------
                                                                            -------------       --------------

Supplemental disclosure of cash flow:
  Cash paid during the period for:
     Income taxes                                                           $   1,278,000       $      489,900
     Interest                                                                     381,959              459,914
</TABLE>

 
                    See accompanying notes to unaudited Condensed
                          Consolidated Financial Statements


<PAGE>

                                        Page 6


                            NORTHSTAR COMPUTER FORMS, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 1998
                                     (Unaudited)

1.   Basis of Presentation

     The interim condensed consolidated financial statements included in this
     Form 10-Q have been prepared by Northstar Computer Forms, Inc. (the
     Company), without audit, pursuant to the rules and regulations of the
     Securities and Exchange Commission.  Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed, or omitted, pursuant to these  rules and regulations.  The year
     end balance sheet was derived from audited financial statements, but does
     not include all disclosures required by generally accepted accounting
     principles.  These condensed consolidated financial statements should be
     read in conjunction with the financial statements and related notes
     included in the Company's 1997 Annual Report on Form 10-KSB as filed with
     the Securities and Exchange Commission.

     The condensed consolidated financial statements presented herein as of
     April 30, 1998 and for the six months ended reflect, in the opinion of
     management, all adjustments (which include only normal, recurring
     adjustments) necessary for a fair presentation of financial position and
     results of operations for the periods presented.  The results of operations
     for any interim period are not necessarily indicative of results for the
     full year.

2.   Earnings per share

     In February 1997, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards (SFAS)No. 128, "Earnings per
     Share," a new standard for computing and presenting earnings per share.  As
     required, the Company adopted this new standard in the first quarter of the
     fiscal year.  Net earnings per share for all periods presented have been
     computed by dividing net earnings by the weighted average number of common
     shares outstanding (basic EPS) and by the weighted average number of common
     and common equivalent shares outstanding (diluted EPS).  Common equivalent
     shares relate to stock options when their effect is not antidilutive.

     On May 13, 1998 the common stock of the Company was split 3 for 2.  All
     applicable per share and number of share data have been retroactively
     restated to reflect the stock split.

<PAGE>

                                        Page 7

     The computation of basic and diluted weighted average common shares
     outstanding is as follows:

<TABLE>
<CAPTION>

 
                                          For the three months           For the six months
                                             ended April 30,               ended April 30,
                                           1998           1997           1998           1997
                                           ----           ----           ----           ----

<S>                                     <C>            <C>            <C>            <C>
     Weighted average common
        shares outstanding              2,648,457      2,585,806      2,645,884      2,585,806

     Common equivalent shares
         outstanding:
             Option equivalents           230,631        155,592        230,631        152,107
                                        ---------      ---------      ---------      ---------

     Weighted average common
         and common equivalent          2,879,088      2,741,398      2,876,515      2,737,913
                                        ---------      ---------      ---------      ---------
                                        ---------      ---------      ---------      ---------
</TABLE>
 
3.   New Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board issued Statement
     130, "Reporting Comprehensive Income," a new standard requiring the
     operating and display of "Comprehensive Income" (defined as the change in
     equity of a business enterprise during a period from sources other than
     those resulting from investment by owners and distributions to owners) and
     its components in a full-set of general-purpose financial statements.  The
     new standard will be effective for the Company's annual financial statement
     in fiscal year 1999.  In the six month period ended April 30, 1998 and in
     fiscal year 1997, the Company did not have any changes in equity from
     nonowner sources.

     In June 1997, the Financial Accounting Standards Board issued Statement
     131, "Disclosure About Segments of an Enterprise and Related Information,"
     a new standard for reporting information about operating or business
     segments in financial statements.  The new standard will be effective for
     the Company's annual financial statements in fiscal year 1999.  The Company
     has not evaluated what impact, if any, this new standard will have on the
     Company's future reporting of operating and business segments.

4.   Employee's Incentive Stock Option Plan

     At the stockholder's meeting on April 9, 1998 the stockholders approved an
     additional 200,000 shares of common stock as available for option grants
     under the 1994 Employee's Incentive Stock Option Plan.

<PAGE>

                                       Page 8
                           NORTHSTAR COMPUTER FORMS, INC.
                  Item 2 - Management's Discussion and Analysis of
                  Financial Condition and Results of Operations of
                               Interim Financial Data
Results of Operations

The following discussion and analysis provides information that the Company's
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions readers that statements
contained herein, other than historical data, may be forward-looking and subject
to risk and uncertainties.  The following important factors could cause the
Company's actual results to differ materially from those projected in
forward-looking statements made by, or on behalf of, the Company.

     -    Inability to successfully complete the integration of the Company's
          new software system within all internal bank forms production
          facilities.
     -    Loss of a major customer due to bank consolidations or other reasons.
     -    Rise in paper prices which outpaces the Company's ability to pass the
          increase onto its customers.
     -    Technological obsolescence.
     -    Competition from large national manufacturers of internal bank forms.

The following table sets forth, for the period indicated, certain items in the
Company's condensed consolidated statements of earnings as a percentage of net
sales and the percentage changes of the dollar amounts of such items as compared
with the prior period.

<TABLE>
<CAPTION>
 
                                                  Three Months Ended April 30
                                       Percentage of Net Sales        Increase (Decrease)
                                       -----------------------        -------------------
                                         1998          1997              1998 vs. 1997
                                         ----          ----              -------------
<S>                                    <C>             <C>            <C>
Net Sales...................            100.0 %        100.0 %               (8.4) %
Cost of Goods Sold..........             72.5           69.1                 (4.0)
                                       ------          -----             --------
        Gross Profit .......             27.5           30.9                (18.3)
                                       ------          -----             --------

Selling, General and
  Administrative Expenses...             19.4           18.0                 (1.0)
                                       ------          -----             --------

Operating Income............              8.1           12.9                (42.5)

Net Earnings................              4.1            6.8                (44.4)
                                       ------          -----             --------

<CAPTION>

                                                  Six Months Ended April 30
                                       Percentage of Net Sales        Increase (Decrease)
                                       -----------------------        -------------------
<S>                                    <C>             <C>            <C>
                                         1998           1997             1998 vs. 1997
                                         ----           ----             -------------
Net Sales ..................            100.0 %        100.0 %               (8.5) %
Cost of Goods Sold .........             72.7           71.2                 (6.6)
                                       ------          -----             --------
        Gross Profit .......             27.3           28.8                (13.3
                                       ------          -----             --------

Selling, General and
  Administrative Expenses ..             18.9           17.3                  0.1
                                       ------          -----             --------
Operating Income ...........              8.4           11.5                (33.3)

Net Earnings ...............              4.4            5.9                (31.4)
                                       ------          -----             --------
</TABLE>


<PAGE>

                                        Page 9


The following table sets forth the net sales for the periods indicated for
internal bank forms, custom business forms and consolidated net sales of the
Company.

<TABLE>
<CAPTION>

 

                             INTERNAL                        CUSTOM                      CONSOLIDATED
                             BANK FORMS           %       BUSINESS FORMS        %           SALES
                             ----------           -       --------------        -        ------------
<S>                          <C>                 <C>      <C>                  <C>       <C>
Current Quarter
     1998                    $ 7,366,822         69         $3,387,121         31        $10,753,943
     1997                    $ 8,689,240         74         $3,051,691         26        $11,740,931

Increase (Decrease)           (1,322,418)                      335,430                      (986,988)
Percentage Change                 (15.2%)                        11.0%                         (8.4%)

Six Months
     1998                    $14,822,106         69         $6,539,864         31        $21,361,970
     1997                    $17,114,838         73         $6,234,850         27        $23,349,688

Increase (Decrease)           (2,292,732)                      305,014                    (1,987,718)
Percentage Change                 (13.4%)                         4.9%                         (8.5%)
</TABLE>

 
NET SALES.  Sales of internal bank forms decreased for the first six months of
1998.  This decrease in sales is due to non-renewal of sales contracts and
acquisition of some internal bank forms customers by banks who are not customers
of the Company.   In addition, in 1997 there were several large bank conversion
sales.  For the six months of 1998 the Company has had only one bank conversion
sale.  A bank conversion results generally from an acquisition of one bank by
another or a change in the equipment utilized by a bank for internal document
sorting.  Therefore, due to the unpredictable nature of bank conversions, the
Company's revenue for this type of sale fluctuates. Sales of custom business
forms increased for the six months and the quarter.  Sales increases resulted
from an increased order volume from existing customers as well as sales to new
customers.

GROSS PROFIT.  Gross profit for the second quarter of 1998 decreased from 30.9
percent of sales in 1997 to 27.5 percent of sales in 1998.  For the six months,
gross profit decreased from 28.8 percent of sales in 1997 to 27.3 percent of
sales in 1998.  Stable paper prices resulted in paper costs as a percentage of
sales of approximately 1.5 percent less in 1998 than in 1997.   Other costs,
principally fixed and semi-fixed costs remain relatively steady, increased
approximately $85,000.  However, due to the reduction in sales, cost of goods
sold increased from 69.1 percent in 1997 to 72.5 percent in 1998 for the second
quarter and from 71.2 percent in 1997 to 72.7 percent in 1998 for the six
months.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE.  Selling, general and
administrative expense decreased $21,585 for the three months ended April 30 and
increased only $2,390 for the six months ended April 30.  However, due to the
reduction in sales, the selling, general and administrative expenses accounted
for 19.4 and 18.9 percent of sales in the second quarter and first six months of
1998 compared to 18.0 and 17.3 percent of sales in the second quarter and first
six months of 1997, respectively.  In 1998 sales commissions to
distributors/partners were restructured to provide additional incentive to
increase new business.  These restructured commission costs increases were
offset by decreases in costs related to employee profit sharing and bonus
benefits and reduced computer service costs.

<PAGE>

                                      Page 10

OPERATING INCOME.  As a result of the previously discussed sales decrease and
cost increases, operating income for the second quarter of 1998 was 8.1 percent
of sales and 8.4 percent of sales for the six months ended April 30, 1998
compared to 12.9 percent for the second quarter of 1997 and 11.5 percent for the
six months ended April 30, 1997.

OTHER INCOME EXPENSE.  Other expense decreased approximately $125,000 for the
first six months of 1998.  This reduction is principally due to decreased
interest expense as a result of debt repayment and increased interest income
from investment of additional cash balances on hand during 1998.

PROVISION FOR INCOME TAXES.  The provision for income taxes decreased to 38
percent in 1998 compared to 40 percent in 1997.

EARNINGS.  Earnings before income taxes were $719,173 or 6.7 percent of sales
for the second quarter of 1998 and $1,510,748 or 7.1 percent of sales for the
six months ended April 30, 1998 compared with $1,326,609 or 11.3 percent of
sales in the second quarter of 1997 and $2,279,302 or 9.8 percent of sales for
the six months ended April 30, 1997.  Net earnings were $936,748 ($ .33 per
share diluted, $ .35 per share basic) for the six months ended April 30, 1998
compared to $1,366,302 ($ .50 per share diluted, $ .53 per share basic) in 1997.

FINANCIAL CONDITION AND LIQUIDITY

LONG-TERM DEBT.  The Company's long-term debt consists of a term loan and
Industrial Development Revenue Bonds.  The term loan principal is payable in
quarterly installments and from annual excess cash flow as defined in the Loan
Agreement with any remaining principal balance on the term loan due on July 31,
2003.  The Company paid excess cash flow payments of $1,000,000 on January 31,
1998 and $2,000,000 on April 30, 1998.  Interest is payable monthly.  The bonds
require annual principal payments and monthly interest payments at a variable
rate based upon comparable tax-exempt issues.  Both the term loan and the bonds
specify limits on capital expenditures and dividends.  Both also specify working
capital, net worth and certain financial ratios that the Company must maintain.

LIQUIDITY.  Cash provided by operations were $2,578,291 during 1998 compared to
$2,801,888 in 1997.  Working capital was $7.3 million on April 30, 1998,
compared to $7.2 million on October 31, 1997.

During the six months ended April 30, 1998 the Company continued to expand its
manufacturing capacity by the acquisition of $1,290,698 in equipment and
computer software compared to capital expenditures of $1,038,838 for the first
six months of 1997.  The Company anticipates that total equipment and computer
software expenditures for 1998 will approximate the 1997 capital expenditures of
$2,050,000.  During 1998, the Company received a prepayment of a note receivable
of $540,619 previously classified as a noncurrent asset.

If necessary to finance operations, the Company has a $1.5 million line of
credit at an interest rate equal to the bank's reference rate.  The Company did
not have to utilize this line of credit during 1998 and 1997.  The Company
believes its existing financial resources are adequate to fund its 1998
operations, including capital expenditures and dividend payments, and foresees
no events or uncertainties that are likely to have a material impact on its
liquidity.  The Company expects to be able to generate sufficient cash flow from
operations to avoid relying on external sources of financing beyond the
facilities already in place.

<PAGE>

                                      Page 11

OUTLOOK.  Merger and acquisition activity in the banking industry is extremely
strong at this time.  Banks generally consolidate their purchasing of internal
bank forms with one supplier.  Therefore, the Company could obtain or lose a
significant customer as this consolidation activity continues.  Recently,
competition in the internal bank forms industry has become more intense and is
particularly strong in contract negotiations with the larger banks.  This
increased competition has resulted in non-renewal of three contracts and
renewals of certain contracts at reduced profit margin levels.  The Company has
also obtained three new large volume internal bank form customers.  In addition,
to increase and improve market penetration in the internal bank forms market,
the Company has developed additional distribution channels by forming two new
sales alliances.  The Company anticipates sales from these new alliances to
begin early in the fourth quarter of fiscal 1998.   In the custom business forms
business, the Company has verbally agreed to an extension of its contracts to
manufacture forms for its largest customer.  The Company also has proposals
pending for four new forms contracts.

To offset the possible impact of competition, the integration of the Company's
computer systems is increasingly important.  The internal bank forms computer
system which the Company developed and installed in the first location in 1997
is being continually enhanced and is now installed in three of the Company's
four internal bank forms production facilities.  The fourth installation  is
scheduled for later this fiscal year.  This integrated computer system is
expected to increase operating efficiencies within these plants by streamlining
order processing, enhancing equipment utilization and improving billing and
reporting capabilities.

In addition, the Company is developing and implementing additional marketing
strategies to strengthen the Company's market position.  These marketing efforts
will focus on the internal bank forms industry as well as the other financial
forms products manufactured at the Company's custom business forms production
facilities.

READINESS FOR YEAR 2000.  The Company has taken actions to understand the nature
and extent of work required to make the Company's systems Year 2000 compliant.
The Company believes, based on available information, that it will be able to
manage its total Year 2000 transition without any material adverse effect on its
business operations, products or financial prospects.

NEW ACCOUNTING PRONOUNCEMENTS.  In June 1997, the Financial Accounting Standards
Board issued Statement 130, "Reporting Comprehensive Income, " a new standard
requiring the operating and display of "Comprehensive Income" (defined as the
change in equity of a business enterprise during a period from sources other
than those resulting from investment by owners and distributions to owners) and
its components in a full-set of general-purpose financial statements.  The new
standard will be effective for the Company's annual financial statements in
fiscal year 1999.  In the six month period ended April 30, 1998 and in fiscal
year 1997, the Company did not have any changes in equity from nonowner sources.

In June 1997, the Financial Accounting Standards Board issued Statement 131,
"Disclosure About Segments of an Enterprise and Related Information," a new
standard for reporting information about operating or business segments in
financial statements.  The new standard will be effective for the Company's
annual financial statements in fiscal year 1999.  The Company has not evaluated
what impact, if any, this new standard will have on the Company's future
reporting of operating and business segments.

<PAGE>

                                      Page 12

                           NORTHSTAR COMPUTER FORMS, INC.

                             PART II. - OTHER INFORMATION


Item 2.   As disclosed herein, the registrant declared a 3 for 2 stock split
          payable May 13, 1998 to shareholders of record as of April 30, 1998.

Item 4.   Submission of Matters to a Vote of Security Holders

          The registrant held its Annual Meeting of Stockholder on April 9,
          1998.

     (a)  The shareholders re-elected the incumbent Board of Directors: Roger T.
          Bredesen, John G. Mutschler, J.S. Braun, Kenneth E. Overstreet, Roy W.
          Terwilliger and Dr. Lester A. Wanninger.

     (b)  The shareholders approved changes in the Company's 1994 Employee's
          Incentive Stock Option Plan to extend the term to 2003 and to add an
          additional 200,000 shares of common stock.

     (c)  The shareholders approved the re-appointment of Coopers & Lybrand LLP,
          as independent accountants of the Company for the year to end October
          31, 1998.

          1,350,399 shares were voted affirmatively.  There were 35,591 votes
          against and 4,890 votes obstained.

Item 6.   Exhibits and Reports on Form 8-K - None.


None of the other items contained in Part II of Form 10-Q is applicable to the
Company for the quarter ended April 30, 1998.


<PAGE>

                                       Page 13

                                     Signatures


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



                            Northstar Computer Forms, Inc.
                                     (Registrant)




Date:       June 10, 1998                    By:         Mary Ann Morin
       ----------------------                     -----------------------------
                                                       Mary Ann Morin
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)

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<PAGE>
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<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1998
<PERIOD-END>                               APR-30-1998
<CASH>                                       3,759,524
<SECURITIES>                                         0
<RECEIVABLES>                                5,186,910
<ALLOWANCES>                                   312,000
<INVENTORY>                                  1,852,210
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<PP&E>                                      30,035,075
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<BONDS>                                      5,805,550
                                0
                                          0
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<OTHER-SE>                                  17,461,065
<TOTAL-LIABILITY-AND-EQUITY>                29,469,207
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<TOTAL-COSTS>                               19,541,386
<OTHER-EXPENSES>                              (99,466)
<LOSS-PROVISION>                                27,600
<INTEREST-EXPENSE>                             381,702
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<INCOME-CONTINUING>                            936,748
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<EPS-PRIMARY>                                      .35
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