NORTHSTAR COMPUTER FORMS INC/MN
10-Q, 1999-09-10
MANIFOLD BUSINESS FORMS
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                                     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  July 31, 1999
                               ---------------

( )      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 incorporation    (I.R.S. Employer Identification
or organization)                                 Numbers)

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 August 25, 1999
                   -----                        ------------------------------

        Common Stock, $ .05 par value                    2,739,508 Shares

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                                     Page 2


Part 1.  Financial Information
Item 1.  Financial Statements


                         NORTHSTAR COMPUTER FORMS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                July 31,        October 31,
                                                                            1999 (Unaudited)       1998
                                                                            ----------------  ----------------
<S>                                                                         <C>               <C>
              ASSETS

Current assets:
   Cash and cash equivalents                                                 $   3,489,647     $   4,162,845
   Accounts receivable, less
      allowance for doubtful accounts
      of $175,000 at July 31, 1999 and $138,000 at October 31, 1998              6,252,256         4,936,112
   Inventories                                                                   2,050,872         2,245,338
   Other current assets                                                            391,503           687,769
   Deferred income taxes                                                           266,456           255,656
                                                                            ----------------  ----------------

          Total current assets                                                  12,450,734        12,287,720
                                                                            ----------------  ----------------

Property, plant and equipment                                                   31,576,919        30,433,014

Less accumulated depreciation and
   amortization                                                                (18,091,624)      (16,279,745)
                                                                            ----------------  ----------------

         Net property, plant and equipment                                      13,485,295        14,153,269
                                                                            ----------------  ----------------

Notes receivable, less current portion                                             107,487           161,573
Goodwill, net                                                                    1,405,163         1,556,293
Other assets, net                                                                1,258,652         1,292,817
                                                                            ----------------  ----------------

          Total assets                                                       $  28,707,331     $  29,451,672
                                                                            ----------------  ----------------
                                                                            ----------------  ----------------
</TABLE>

                 See accompanying notes to unaudited Condensed
                       Consolidated Financial Statements

<PAGE>

                                     Page 3


                         NORTHSTAR COMPUTER FORMS, INC.

                 CONDENSED CONSOLIDATED BALANCE SHEET, CONTINUED

<TABLE>
<CAPTION>
                                                                                July 31,        October 31,
                                                                            1999 (Unaudited)       1998
                                                                            ----------------  ----------------
<S>                                                                         <C>               <C>
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt                                         $     335,000     $   1,385,000
   Accounts payable                                                              2,096,397         1,316,878
   Accrued liabilities                                                           1,588,367         1,927,671
                                                                            ----------------  ----------------

        Total current liabilities                                                4,019,764         4,629,549

Deferred compensation                                                              770,081           738,845
Deferred income taxes                                                            1,783,133         1,526,633
Long-term debt, less current portion                                             1,675,000         3,945,550

Commitments

Stockholders' equity:
   Common stock, $ .05 par value
      authorized, 5,000,000 shares; issued
      and outstanding, 2,738,158 at July 31, 1999
      and 2,714,436 at October 31, 1998                                            136,908           135,722
   Additional paid-in capital                                                    2,785,504         2,671,492
   Retained earnings                                                            17,536,941        15,803,881
                                                                            ----------------  ----------------

        Total stockholders' equity                                              20,459,353        18,611,095
                                                                            ----------------  ----------------

        Total liabilities and stockholders' equity                           $  28,707,331     $  29,451,672
                                                                            ----------------  ----------------
                                                                            ----------------  ----------------
</TABLE>

                 See accompanying notes to unaudited Condensed
                       Consolidated Financial Statements

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                                     Page 4


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

<TABLE>
<CAPTION>
                                              Three Months Ended                      Nine Months Ended
                                                    July 31                                 July 31
                                           1999                1998                1999                1998
                                           ----                ----                ----                ----
<S>                                   <C>                 <C>                 <C>                 <C>
Net sales                             $ 11,804,045        $ 10,358,271        $ 34,325,932        $ 31,720,241

Cost of goods sold                       8,513,908           7,681,180          24,922,662          23,221,113
                                     --------------      --------------      --------------      --------------

   Gross profit                          3,290,137           2,677,091           9,403,270           8,499,128

Selling, general and
  administrative expenses                2,020,100           1,971,457           6,108,247           6,000,510

                                     --------------      --------------      --------------      --------------
      Operating income                   1,270,037             705,634           3,295,023           2,498,618

Other income (expense):
   Interest expense                        (49,053)           (141,542)           (217,275)           (523,244)
   Other, net, principally
      interest income                       16,920              47,366             101,580             169,564
   Gain (loss)on sale of assets             20,000             (21,546)             27,900             (44,278)
                                     --------------      --------------      --------------      --------------
                                           (12,133)           (115,722)            (87,795)           (397,958)
                                     --------------      --------------      --------------      --------------

Earnings before income taxes             1,257,904             589,912           3,207,228           2,100,660

Provision for income taxes                 502,500             225,000           1,283,000             799,000
                                     --------------      --------------      --------------      --------------

Net earnings                          $    755,404        $    364,912        $  1,924,228        $  1,301,660
                                     --------------      --------------      --------------      --------------

Net earnings per common share:
      Basic                           $       0.28        $       0.14        $       0.71        $       0.49
                                     --------------      --------------      --------------      --------------
      Diluted                         $       0.26        $       0.12        $       0.67        $       0.45
                                     --------------      --------------      --------------      --------------

Dividends declared per
   common share                       $       ----        $       ----        $       0.07        $      0.066
                                     --------------      --------------      --------------      --------------
                                     --------------      --------------      --------------      --------------
</TABLE>

                 See accompanying notes to unaudited Condensed
                       Consolidated Financial Statements

<PAGE>

                                     Page 5


                         NORTHSTAR COMPUTER FORMS, INC.
            CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
             for the nine month periods ended July 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                   1999              1998
                                                                                   ----              ----
<S>                                                                          <C>               <C>
Cash flows from operating activities:
   Net earnings                                                              $   1,924,228     $   1,301,660
   Adjustments to reconcile net earnings to
         net cash provided by operating activities:
      Depreciation                                                               1,961,441         1,873,296
      Amortization                                                                 286,775           247,742
      Provision for losses on receivables                                           41,400            41,400
      Loss (gain) on sale of equipment                                             (27,900)           44,278
      Deferred income taxes                                                        245,700           115,496
      Changes in certain operating assets and liabilities                         (303,225)          533,039
                                                                            ----------------  ----------------

Net cash provided by operating activities                                        4,128,419         4,156,911
                                                                            ----------------  ----------------

Cash flows from investing activities:
   Capital expenditures and equipment deposits                                  (1,299,167)       (1,347,329)
   Capitalized computer software costs                                                 ---          (229,261)
   Proceeds from sale of equipment                                                  33,600            66,200
   Notes receivable repayments                                                      50,487           672,017
                                                                            ----------------  ----------------

Net cash used in investing activities                                           (1,215,080)         (838,373)
                                                                            ----------------  ----------------

Cash flows from financing activities:
   Principal payments on long-term debt                                         (3,320,550)       (3,637,500)
   Dividends paid                                                                 (381,185)         (353,204)
   Stock options exercised                                                         115,198           104,398
                                                                            ----------------  ----------------

Net cash used in financing activities                                           (3,586,537)       (3,886,306)
                                                                            ----------------  ----------------

Net decrease in cash and cash equivalents                                         (673,198)         (567,768)

Cash and cash equivalents at beginning of period                                 4,162,845         5,317,881
                                                                            ----------------  ----------------

Cash and cash equivalents at end of period                                   $   3,489,647     $   4,750,113
                                                                            ----------------  ----------------
                                                                            ----------------  ----------------

Supplemental disclosure of cash flow: Cash paid during the period for:
      Income taxes                                                           $     606,000     $   1,422,750
      Interest                                                                     217,261           486,156
</TABLE>

                 See accompanying notes to unaudited Condensed
                       Consolidated Financial Statements

<PAGE>

                                     Page 6


                         NORTHSTAR COMPUTER FORMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  July 31, 1999

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 unaudited condensed
   consolidated financial statements should be read in conjunction with the
   financial statements and related notes included in the Company's 1998 Annual
   Report on Form 10-K as filed with the Securities and Exchange Commission.

   The unaudited condensed consolidated financial statements presented herein as
   of July 31, 1999, and for the three and nine month periods ended July 31,
   1999 and 1998 reflect, in the opinion of management, all adjustments (which
   include only normal, recurring adjustments) necessary for a fair presentation
   of the financial position, results of operations and cash flows as of and for
   the periods presented. The results of operations and cash flows for any
   interim period are not necessarily indicative of results for the full year.

2. Earnings per share

   Net earnings per share (EPS) 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). The Company's common
   equivalent shares consist of stock options, when their effect is dilutive.

   The outstanding options excluded from the computation of diluted EPS because
   the options' exercise prices were greater than the average market price of
   the Company's common shares were 9000 for the three month period ended July
   31, 1999 and for the three and nine month periods ended July 31, 1998. 39,000
   outstanding options were excluded for the nine month period ended July 31,
   1999.

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                                     Page 7


For all periods presented, the weighted average common and common equivalent
shares outstanding are as follows:
<TABLE>
<CAPTION>
                                               For the three months                      For the nine months
                                                  ended July 31                             ended July 31
                                               1999               1998               1999               1998
                                               ----               ----               ----               ----
<S>                                         <C>                <C>                <C>                <C>
Weighted average common shares
    outstanding                             2,732,845          2,660,958          2,727,111          2,650,908
Common equivalent shares
    outstanding                               188,811            222,941            127,102            221,082
                                              -------            -------            -------            -------
Weighted average common and common
    equivalent shares outstanding
                                            2,921,656          2,883,899          2,854,213          2,871,990
                                            ---------          ---------          ---------          ---------
                                            ---------          ---------          ---------          ---------
</TABLE>

3. At July 31, 1999 and October 31, 1998, inventories consisted of the
   following:

<TABLE>
<CAPTION>
                                    July 31,           October 31,
                                      1999                1998
                                      ----                ----
         <S>                      <C>                 <C>
         Raw materials            $1,311,316          $1,394,156
         Work in process             471,055             598,846
         Finished goods              268,501             252,336
                                  ----------          ----------
                                  $2,050,872          $2,245,338
                                  ----------          ----------
                                  ----------          ----------
</TABLE>

4. New Accounting Pronouncements
   In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income," a
   new standard requiring the reporting 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. In the fiscal years 1999 and 1998, the Company did not
   have any changes in equity from nonowner sources other than net income.

   In June 1997, the FASB issued SFAS 131, "Disclosures 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.

5. Long-Term Debt
   During the third quarter ended July 31, 1999, the Company fully repaid its
   term loan by making a principal payment of $1,533,050 in excess of the
   scheduled principal payment due.

6. Security Transactions
   On February 5, 1999, the Company's Board of Directors (Board) approved an
   amendment to the Outside Directors Stock Option Plan to permit the granting
   of additional options to directors and to increase the number of shares
   available to grant options under the plan by 100,000 shares. The
   Compensation Committee of the Board granted options for 10,000 shares each
   to the four outside directors at an exercise price of $8.00 per share.

   Under the Company's Incentive Stock Option Plan, the Board granted options to
   purchase 100,700 shares at $8.00 per share on February 5, 1999. On August 3,
   1999, the Board granted additional options to purchase 54,000 shares at
   $12.00 per share.

<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 (Unaudited)

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 is
subject to risks 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.
This list is not intended to present an all-inclusive list of such factors.

- -  Loss of one or more major customers due to bank consolidations or other
   reasons,
- -  Rise in paper prices which outpaces the Company's ability to pass the
   increase onto its customers,
- -  Inability to extend existing contracts or successfully negotiate new
   contracts,
- -  Technological obsolescence of the Company's products or manufacturing
   equipment,
- -  Contracting market for traditional business forms products,
- -  Competition from large national manufacturers of internal bank forms and
   custom business forms.

<TABLE>
<CAPTION>
                                                         Three Months Ended July 31
                                             Percentage of Net Sales            Increase
                                             -----------------------            --------
                                               1999             1998       1999 vs. 1998
                                               ----             ----       -------------
<S>                                          <C>               <C>         <C>
Net Sales ...........................          100.0%          100.0%           14.0%
Cost of Goods Sold ..................           72.1            74.2            10.8
                                                ----            ----            ----
     Gross Profit ...................           27.9            25.8            22.9
                                                ----            ----            ----
Selling, General and Administrative
     Expenses .......................           17.1            19.0             2.5
                                                ----            ----             ---
Operating Income ....................           10.8             6.8            80.0

Net Earnings ........................            6.4             3.5           107.0
                                                 ---             ---           -----
</TABLE>

<TABLE>
<CAPTION>
                                                          Nine Months Ended July 31
                                             Percentage of Net Sales            Increase
                                             -----------------------            --------
                                               1999             1998       1999 vs. 1998
                                               ----             ----       -------------
<S>                                          <C>               <C>         <C>
Net Sales ...........................          100.0%          100.0%            8.2%
Cost of Goods Sold ..................           72.6            73.2             7.3
                                                ----            ----             ---
     Gross Profit ...................           27.4            26.8            10.6
                                                ----            ----            ----
Selling, General and Administrative
     Expenses .......................           17.8            18.9             1.8
                                                ----            ----             ---
Operating Income ....................            9.6             7.9            31.9

Net Earnings ........................            5.6             4.1            47.8
                                                 ---             ---            ----
</TABLE>

<PAGE>

                                     Page 9


The following table sets forth unaudited net sales information 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>
Third Quarter
     1999                             $7,399,783      63            $4,404,262       37          $11,804,045
     1998                              7,092,723      68             3,265,548       32           10,358,271

Increase                                $307,060                    $1,138,714                    $1,445,774
Percentage Change                            4.3%                         34.9%                         14.0%

Nine Months
     1999                            $21,851,362      64           $12,474,570       36          $34,325,932
     1998                             21,914,829      69             9,805,412       31           31,720,241

Increase (Decrease)                     $(63,467)                   $2,669,158                    $2,605,691
Percentage Change                           (0.3)%                        27.2%                          8.2%
</TABLE>

RESULTS OF OPERATIONS
- ---------------------
NET SALES. Net sales for the third quarter of 1999 increased 14.0 percent.
However, as the sales mix shows, internal bank forms increased only 4.3 percent
for the quarter and decreased 0.3 percent for the nine month period. Internal
bank form sales decreased within the Northstar Financial Forms division which
had several sales contracts that expired in the second and third quarters of
fiscal 1998 and were not renewed. The other internal bank forms operations had
sales increases of approximately 15 percent for the quarter and the nine months
with no significant change in product mix, sales prices or customer base. The
custom business forms sales increase is, in large part, due to a new negotiable
document product line for an existing customer. A significant portion of this
new negotiable document business is manufactured at the Northstar Financial
Forms division, which utilizes the excess capacity due to the reduction in
internal bank form sales at this location. Sales fluctuations were driven
primarily by the above described volume and mix changes. Sales prices remained
relatively constant during the third quarter and nine month periods ended July
31, 1999.

GROSS PROFIT. For the third quarter, the increased sales allowed for better
absorption of fixed costs, while material costs and variable expenses remained
relatively constant as a percentage of sales. Direct labor increased
approximately 20.0 percent, or a 1.0 percent increase as a percentage of sales,
for both the quarter and nine month period. For the nine month period, other
manufacturing costs, excluding direct labor, decreased slightly. Direct labor
costs increased for the third quarter and nine months as new employees were
added to manufacture the increased business as discussed in the "Outlook"
section.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. For both the third quarter and nine
month period, selling, general and administrative expenses increased minimally
reflecting the relatively fixed nature of these costs. The increased sales for
the third quarter reduced these costs as a percentage of sales by approximately
1.0 percent for the nine month period.

OTHER INCOME AND EXPENSE. Other income and expense consists principally of
interest expense which decreased $92,489 for the third quarter ($305,969 for the
nine months) due to debt repayment.

EARNINGS BEFORE INCOME TAXES. Earnings before income taxes for 1999 were 10.7
percent of net sales for the third quarter and 9.3 percent of net sales for the
nine months compared to 5.7 percent for the third quarter and 6.6 percent for
the nine months of 1998.

<PAGE>

                                     Page 10


PROVISION FOR INCOME TAXES. The provision for income taxes for the nine months
was 40.0 percent consistent with the tax rate for the previous fiscal year.

FINANCIAL CONDITION AND LIQUIDITY
- ---------------------------------
LONG-TERM DEBT. The Company's long-term debt consists of Industrial Development
Revenue Bonds. During the third quarter ended July 31, 1999, the Company fully
repaid its term loan. The original repayment terms of the term loan specified
quarterly installments through July 31, 2003. The bonds require annual principal
payments and interest at a variable rate based upon comparable tax-exempt
issues. The bonds specify limits on capital expenditures and dividends as well
as specify working capital, net worth and certain financial ratios that the
Company must maintain.

LIQUIDITY. Cash provided by operations was $4,128,419 during the first nine
months of 1999, compared to $4,156,911 in 1998. Working capital was $8.4 million
on July 31, 1999, compared to $7.7 million on October 31, 1998.

During the first nine months of 1999 the Company continued to expand and
modernize its manufacturing capacity by the acquisition of $1,299,167 in
equipment compared to capital expenditures of $1,347,329 for equipment for the
comparable period of 1998. The Company anticipates that total equipment
expenditures for 1999 will approximate $2,000,000.

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 1999 or 1998. The Company
believes its existing financial resources are adequate to fund its 1999
operations, including capital expenditures and dividend payments, and foresees
no events or uncertainties that are likely to have a material impact on its
liquidity.

OUTLOOK. Merger and acquisition activity in the banking industry remains
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 or numerous smaller customers as this consolidation
activity continues. To increase and improve market penetration in the internal
bank forms market, the Company has developed additional distribution channels by
forming two new strategic sales and marketing alliances with other companies in
the financial forms industry. Sales with one of these partners began slowly but
are now increasing monthly. Sales with the second alliance depends on the
partner's ability to sell internal bank forms as ancillary products used in the
equipment it sells to the banking industry. In January 1999, the Company signed
a new contract to manufacture negotiable documents for its largest customer. The
new contract is for a four-year term with additional sales from a new product
line estimated at $3.5 million annually. In 1999, the Company signed one other
new negotiable document contract for a two year period and has begun producing a
new line of custom business forms for a current customer.

Paper price changes, sales volume changes and sales mix changes are three
factors with a significant effect on the Company's gross profit. The paper
industry increased prices varying from 5.0 percent to 7.0 percent in late spring
1999. Another price increase on bond paper has been announced for later this
fall. In addition, carbonless paper prices will increase in September 1999. At
this time the Company expects to be able to pass these paper price increases
onto its customers. During fiscal 1999, sales volumes are expected to continue
to exceed fiscal 1998 volumes in both custom business forms and internal bank
forms. Based upon these expectations, the Company expects the gross profit for
fiscal 1999 to exceed the fiscal 1998 gross profit in total and as a percentage
of sales.

<PAGE>

                                     Page 11


The Company does not anticipate a significant change in selling, general and
administrative costs for 1999. Based on the projected increase in sales volume,
these costs are expected to decrease as a percentage of sales for the remainder
of 1999.

The outlook for the Company has been positively affected by the internal bank
forms computer system which the Company developed and installed in the first
location in the last quarter of 1997. This system has been continually enhanced
and is now installed in all of the Company's internal bank forms production
facilities. The integrated computer system is already increasing operating
efficiencies within the internal bank forms plants by streamlining order
processing, enhancing equipment utilization and improving billing and reporting
capabilities.

NEW ACCOUNTING PRONOUNCEMENTS. In June 1997, the FASB issued SFAS 130,
"Reporting Comprehensive Income," a new standard requiring the reporting 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. In the nine month period ended
July 31, 1999, and in fiscal year 1998, the Company did not have any changes in
equity from nonowner sources other than net income.

In June 1997, the FASB issued SFAS 131, "Disclosures 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 determined what impact, if any, this new standard will
have on its reporting of segment information.

READINESS FOR YEAR 2000.

STATE OF READINESS. The Company's Y2K Plan is focused on assessing and ensuring
compliance of its hardware, operating systems, software applications and custom
applications. Additionally, the Company is reviewing the Year 2000 compliance
status of its customers, vendors and other service providers.

HARDWARE, OPERATING SYSTEMS AND SOFTWARE APPLICATIONS. The Company has completed
the process of assessing its hardware, operating systems and software
applications. The Company's hardware, operating systems and software
applications have been upgraded for Y2K compliance or have been certified
internally or through the appropriate vendor to be compliant. At this time, the
Company does not anticipate any significant additional expenditures for Y2K
compliance.

<PAGE>

                                     Page 12


THIRD PARTY RELATIONSHIPS. The Company has communicated with vendors, customers
and other business partners to determine their Y2K compliance. At this time the
Company does not anticipate any interruption of services from these sources due
to Y2K problems.

COST AND CONTINGENCY PLANS. At this time, management's best estimate is that no
significant additional costs will be required for Y2K compliance. In the event
the Company needs to devote more resources to the process, additional costs may
be incurred. Such a situation could have a materially adverse effect on the
Company's financial condition and results of operations. Although the Company
believes that its systems are Y2K compliant, the Company has developed detailed
contingency plans. To the extent that the Company identifies other Year 2000
compliance issues that cannot be addressed on a timely basis, it will continue
to develop appropriate contingency plans in order to mitigate its risk.

<PAGE>

                                     Page 13


                         NORTHSTAR COMPUTER FORMS, INC.

                          PART II. - OTHER INFORMATION

Item 3.  Financial Instruments

         The principal financial instruments the Company maintains are in
         accounts receivable, notes receivable and long-term debt. The Company
         believes that the interest rate, credit and market risk related to
         these accounts is not significant. The Company manages the risk
         associated with these accounts through periodic reviews of the carrying
         value for non-collectibility of assets and establishment of appropriate
         allowances in connection with the Company's internal controls and
         policies. The Company does not enter into hedging or derivative
         instruments.


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 July 31, 1999.

<PAGE>

                                     Page 14


                                   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:   September 10, 1999              By:    Mary Ann Morin
      ----------------------                --------------------
                                        Mary Ann Morin
                                        Chief Financial Officer
                                        (Principal Financial Officer)


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<PAGE>
<ARTICLE> 5

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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1999
<PERIOD-START>                             NOV-01-1998
<PERIOD-END>                               JUL-31-1999
<CASH>                                       3,489,647
<SECURITIES>                                         0
<RECEIVABLES>                                6,427,256
<ALLOWANCES>                                   175,000
<INVENTORY>                                  2,050,872
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<CURRENT-LIABILITIES>                        4,019,764
<BONDS>                                      1,675,000
                                0
                                          0
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<OTHER-SE>                                  20,322,445
<TOTAL-LIABILITY-AND-EQUITY>                28,707,331
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<CHANGES>                                            0
<NET-INCOME>                                 1,924,228
<EPS-BASIC>                                        .71
<EPS-DILUTED>                                      .67


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