SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Quarterly Period Ended September 30, 1999
OR
[ ] 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 0-19407
LASER-PACIFIC MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3824617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
809 N. Cahuenga Blvd.
Hollywood, California 90038
(323) 462-6266
(Address, including zip code and telephone number, including
area code of principal executive offices)
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 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
The number of shares outstanding of each of the registrant's classes of common
stock, as of October 1, 1999 was 7,646,546 shares of Common Stock, $.0001 par
value.
<PAGE>
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Table of Contents
Page
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 8
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Part II.Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
<TABLE>
<S> <C>
(Unaudited)
December 31 September 30
1998 1999
---------------- ----------------
Assets
Current assets $ 6,654,235 $ 7,770,347
Net property and equipment 13,219,739 18,764,781
Other assets 352,325 506,838
================ ================
Total Assets $ 20,226,299 $ 27,041,966
================ ================
Liabilities and Stockholders' Equity
Current liabilities $ 3,885,523 $ 5,652,223
Notes payable to bank and long-term debt, less current installments 7,628,588 11,348,306
Stockholders' equity:
Common stock, $.0001 par value. Authorized 25,000,000 shares; issued
and outstanding 7,222,575 shares at December 31, 1998 and 7,646,546
shares at September 30, 1999. 722 765
Additional paid-in capital 19,792,737 19,844,174
Accumulated deficit (11,081,271) (9,803,502)
---------------- ----------------
Net stockholders' equity 8,712,188 10,041,437
================ ================
Total Liabilities and Stockholders' Equity $ 20,226,299 $ 27,041,966
================ ================
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
<PAGE>
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
<TABLE>
<S> <C> <C> <C>
Three Months ended Nine Months ended
September 30 September 30
---------------------------------- --------------------------------
1998 1999 1998 1999
-------------- ---------------- -------------- -------------
Revenues $ 6,579,393 7,771,664 $ 21,207,725 21,307,391
Operating costs
Direct costs 4,285,085 4,793,085 13,975,127 13,728,331
Depreciation and amortization 836,042 841,981 2,759,847 2,249,535
-------------- ---------------- -------------- -------------
Total operating costs 5,121,127 5,635,066 16,734,974 15,977,866
--------------
---------------- -------------- -------------
Gross profit 1,458,266 2,136,598 4,472,751 5,329,525
Selling, general and administrative
and other expenses 1,064,316 1,086,178 3,575,204 3,198,098
-------------- ---------------- -------------- -------------
Income from operations 393,950 1,050,420 897,547 2,131,427
Interest expense 298,223 298,717 1,027,975 881,731
Other income 23,406 18,545 39,441 76,374
Gain on sale of Subsidiary --- --- 874,578 ---
-------------- ---------------- -------------- -------------
Income before income taxes 119,133 770,248 783,591 1,326,070
Provision for income taxes --- 33,600 54,544 48,300
============== ================ ============== =============
Net income $ 119,133 736,648 $ 729,047 1,277,770
============== ================ ============== =============
Net Income Per Share
Basic net income $ 0.02 0.10 $ 0.10 0.17
-------------- ---------------- -------------- -------------
Diluted net income $ 0.02 0.09 $ 0.10 0.16
-------------- ---------------- -------------- -------------
Weighted average shares outstanding (basic) 7,166,639 7,620,967 7,147,450 7,436,793
============== ================ ============== =============
Weighted average shares outstanding (diluted) 7,516,936 7,990,728 7,498,634 7,778,664
============== ================ ============== =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<S> <C>
Nine Months ended September 30
------------------------------------
1998 1999
--------------- ---------------
Cash flows from operating activities
Net income $ 729,047 $ 1,277,770
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,399,901 2,249,535
Gain on sale of subsidiary (874,578) ---
Gain on sale of Property and equipment (63,185) (3,500)
Provision for doubtful accounts receivable 79,120 238,394
Other 811 76
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable (585,908) (1,607,599)
Inventory 36,912 (34,175)
Prepaid expenses and other current assets (137,309) 84,079
Other assets (30,955) (154,513)
Increase in accounts payable and accrued expenses 554,090 516,450
=============== ===============
Net cash provided by operating activities 2,107,947 2,566,517
=============== ===============
Cash flows from investing activities:
Purchases of property and equipment (4,196,002) (7,794,578)
Net proceeds from disposal of property and equipment 64,458 3,500
Net effect of sale of subsidiary 3,402,091 ---
--------------- ---------------
Net cash used in investing activities (729,453) (7,791,078)
=============== ===============
Cash flows from financing activities :
Proceeds borrowed under notes payable to bank and long-term debt 2,122,844 6,769,054
Repayment of notes payable to bank and long-term debt (2,917,273) (1,799,086)
Repayment of notes payable to related parties (900,000) ---
Proceeds from issuance of common stock 12,320 51,480
=============== ===============
Net cash provided by (used in) financing activities (1,682,109) 5,021,448
=============== ===============
Net decrease in cash (303,615) (203,112)
Cash at beginning of period 367,363 1,159,206
--------------- ---------------
Cash at end of period 63,748 956,093
=============== ===============
Supplementary disclosure of cash flow information:
Cash paid during the period for interest $ 1,027,975 $ 881,731
=============== ===============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of normal
recurring items) necessary to present fairly the financial position of
Laser-Pacific Media Corporation ("the Company") and its subsidiaries as of
September 30, 1999; the results of operations for the three and nine month
periods ended September 30, 1998 and 1999; and the statements of cash flows for
the nine month periods ended September 30, 1998 and 1999. Included in the
Condensed Consolidated Financial Statements is the activity of the Company's
consolidated subsidiary, Pacific Video Canada, Ltd. ("PVC"). On May 15, 1998 the
Company sold all of its investment in PVC. Accordingly, revenue and expense of
PVC through May 15, 1998 is included in the results of operations for the nine
month period ended September 30, 1998 but are excluded from the results of
operations for the three months ended September 30, 1998. The Company's business
is subject to the prime time television industry's typical seasonality.
Historically, revenues and income from operations have been highest during the
first and fourth quarters, when production of television programs and demand for
the Company's services is at its highest. The net income or loss of any interim
quarter is seasonally disproportionate to revenues because selling, general and
administrative expenses and certain operating expenses remain relatively
constant during the year. Therefore, interim results are not indicative of
results to be expected for the entire fiscal year.
In accordance with the regulations of the Securities and Exchange
Commission under Rule 10-01 of Regulation S-X, the accompanying consolidated
financial statements and footnotes have been condensed and do not contain
certain information included in the Company's annual consolidated financial
statements and notes thereto.
(2) Income per Share
Net income per basic and diluted shares are based upon the weighted average
number of common shares outstanding. Diluted shares outstanding represents the
total of common shares outstanding as well as the dilutive effect of outstanding
options and warrants during each of the periods presented.
(3) Income Taxes
For the nine months ended September 30, 1999, income tax expense of $48,000
was recognized after the application of net operating loss carry forwards.
Income tax expense for the nine months ended September 30, 1999 was computed
using the estimated effective tax rate expected to apply for all of 1999 after
considering the impact of net operating loss carry forwards.
<PAGE>
LASER-PACIFIC MEDIA CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
(4) Income per Share (EPS)
Basic EPS is computed as net income divided by the weighted-average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur from common shares issuable through stock-based
compensation plans including stock options, restricted stock awards, warrants
and other convertible securities using the treasury stock method. The following
summarizes the computation of Basic EPS and Diluted EPS:
<TABLE>
<S> <C> <C> <C>
Three Months ended September 30 Nine Months ended September 30
1998 1999 1998 1999
Net Income $ 119,133 736,648 $ 729,047 1,277,770
================ ================ ================== =================
Shares:
Weighted Average Common Shares 7,166,639 7,620,967 7,147,450 7,436,793
Dilutive Stock Options and Warrants 350,297 369,761 351,184 341,871
---------------- ---------------- ------------------ -----------------
Dilutive Potential Common Shares 7,516,936 7,990,728 7,498,634 7,778,664
Earnings Per Share:
Basic $ 0.02 0.10 $ 0.10 0.17
Diluted $ 0.02 0.09 $ 0.10 0.16
</TABLE>
(5) Sale of Pacific Video Canada Ltd. (PVC)
On May 15, 1998 the Company sold all of its investment in PVC to Command
Post and Transfer Corporation. The Company realized cash consideration of
$3,830,000 and a gain on sale of $875,000, net of applicable taxes.
The statement of operations for PVC presented below reflects the amounts
attributable to PVC, which are included in the condensed consolidated financial
statements of the Company, as of the nine month period ended September 30, 1998,
but are not reflected in the quarter ended September 30, 1998.
PACIFIC VIDEO CANADA, Ltd.
Condensed Statement of Operations
Nine Months ended
September 30, 1998
--------------------------
Sales $ 2,894,972
Direct expenses 2,079,822
--------------------------
Gross Profit 815,151
SG&A expenses 606,257
--------------------------
Earnings from Operations 208,893
Interest and Other expenses 71,166
--------------------------
Earnings before income taxes 137,727
Income taxes 54,544
==========================
Net earnings $ 83,183
==========================
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
On May 15, 1998 the Company sold all of its investment in Pacific Video
Canada Ltd. (PVC) to Command Post and Transfer Corporation. The Company realized
cash consideration of $3,830,000 and recognized a net gain on sale of $875,000.
The proceeds were used to reduce outstanding debt and to provide working
capital.
The condensed consolidated statement of operations of Laser-Pacific Media
Corporation for the nine month period ended September 30, 1998 include amounts
attributable to PVC and also the gain recognized on the sale. In comparing the
results for the nine month period ended September 30, 1998 to the same period
ended September 30, 1999 material amounts attributable to PVC are presented
followed by a comparison of the Company's U.S. operations for the periods,
excluding the contribution of PVC.
Revenues for the nine months ended September 30, 1999 increased to
$21,308,000 from $21,208,000 for the same year-ago period, an increase of
$100,000 or less than 1%. Revenues from International operations decreased
$2,895,000 as a result of the sale of the Company's Canadian subsidiary Pacific
Video Canada Ltd. PVC on May 15, 1998. All of Laser-Pacific's International
operations are attributable to PVC. The revenues for the nine months ended
September 30, 1999 at the Company's U.S. facilities increased $2,995,000, or
16.3% versus the year-ago period. The increase in revenues at U.S. facilities is
the result of an increase of $3,165,000 in post production services. During the
period there was a decrease of $149,000 in production services. The Company's
production services business has declined over the last four years and the
Company no longer offers this service. The increase in revenues at the Company's
U.S. facilities is attributable to increased demand for the Company's services
with significant increases in digital compression services including digital
versatile disc, feature film mastering and High-Definition services which amount
to $3,162,000 for the period, an increase of 168.33% over the same year-ago
period.
Revenues for the three months ended September 30, 1999 increased to
$7,772,000 from $6,579,000 for the same year-ago period, an increase of
$1,193,000 or 18.1%. There was no revenue from International operations during
either of the three months ended September 30, 1999 and September 30, 1998. The
increase in revenues at the Company's U.S. facilities is the result of an
increase of $2,647,000 in post production services. During the period there was
a decrease of $58,000 in production services. The Company's production services
business has declined over the last four years and the Company no longer offers
this service. The increase in revenues at the Company's U.S. facilities is
attributable to increased demand for the Company's services with significant
increases in digital compression services including digital versatile disc,
feature film mastering and High-Definition services which amount to $1,859,000
for the period, an increase of 258.00% over the same year-ago period.
For the nine months ended September 30, 1999, the Company recorded a gross
profit of $5,329,000 compared with $4,473,000 for the same year-ago period, an
increase of $856,000 or 19.1%. The gross profit for the nine months ended
September 30, 1999 at the Company's U.S. facilities increased $1,671,000 or
45.7% versus the year-ago period. The increase at the Company's U.S. facilities
was offset by a decrease of $815,000 from International operations which is the
result of the sale of PVC on May 15, 1998. The increase in gross profit at the
Company's U.S. facilities is the result of increased sales volume, discussed
above, offset by increased operating costs, explained below.
For the three months ended September 30, 1999 the Company recorded a gross
profit of $2,137,000 compared to a gross profit of $1,458,000 for the same
year-ago period, an increase of $679,000 or 46.5%. The increase in gross profit
is the result of increased sales volume, discussed above, offset by increased
operating costs, explained below.
<PAGE>
Operating costs for the nine months ended September 30, 1999 were
$15,978,000 versus $16,735,000 for the same year-ago period, a decrease of
$757,000 or 4.5%. There was an increase in operating costs at the Company's U.S.
facilities which was partially offset by a decline in operating costs from
International operations, which is the result of the sale of PVC. The operating
costs for the nine months ended September 30, 1999 at the Company's U.S.
facilities increased $1,323,000 or 9.0% versus the same year-ago period, while
operating costs attributed to International operations decreased $2,080,000
versus the same year-ago period. The increase in operating costs from the
Company's U.S. operations is attributable to higher sales levels. The largest
component of the increase is labor cost which amounts to $1,290,000. Higher
labor cost is the result of a higher number of employees. The increase was
partially offset by a reduction in depreciation expense of $150,000. Operating
costs as a percentage of revenues of the Company's U.S. operations for the nine
months ended September 30, 1999 were 74.9% compared with 80.0% for the same
year-ago period.
Operating costs for the three months ended September 30, 1999 were
$5,635,000 versus $5,121,000 for the same year-ago period, an increase of
$514,000 or 10.0%. The increase in operating costs from the Company's U.S.
operations is attributable primarily to an increase in labor costs of $430,000
which is a result of a higher number of employees due to the increased level of
sales. Operating costs, as a percentage of revenues of the Company's U.S.
operations for the three months ended September 30, 1999 were 72.5% compared
with 77.8% for the same year-ago period.
Depreciation expense for the nine months ended September 30, 1999 was
$2,250,000 compared to $2,760,000 for the same year-ago period, a decrease of
$510,000 or 18.5%. The depreciation expense reduction is the result of the sale
of PVC (discussed above), and the Company acquiring less equipment than the
amount of equipment that became fully depreciated during the nine months ended
September 30, 1998. The decrease in depreciation expense in the U.S. was
$150,000 for the period.
Depreciation expense for the three months ended September 30, 1999 was
$842,000 compared to $836,000 for the same year-ago period, an increase of
$6,000 or less than 1%.
Selling, general and administrative (SG&A), and other expenses for the nine
months ended September 30, 1999 were $3,198,000 compared to $3,575,000 during
the same year-ago period, a decrease of $377,000 or 10.5%. There was an increase
in SG&A of $229,000 at the Company's U.S. facilities while SG&A for the
Company's International operations decreased $606,000 as the result of the sale
of PVC discussed above. The increase of SG&A in the U.S. is primarily
attributable to increases in advertising and promotion costs.
SG&A and other expenses for the three months ended September 30, 1999 were
$1,086,000 compared to $1,064,000 for the same year-ago period, an increase of
$22,000 or 2.1%. An increase of $86,000 in advertising and promotion costs were
offset by reductions in several other categories.
Interest expense for the nine months ended September 30, 1999 was $881,000
compared to $1,028,000 for the same year-ago period, a decrease of $147,000 or
14.2%. The decrease in interest expense is the result of lower borrowing in the
U.S. and the elimination of the debt at PVC. Interest expense decreased $73,000
in the U.S. Total U.S. debt was reduced significantly after May 15, 1998 with
the proceeds from the sale of PVC.
Interest expense for the three months ended September 30, 1999 was $298,000
compared to $298,000 for the same year-ago period. There was no change for the
quarter. Interest expense was reduced by the elimination of interest on the Bank
of America real estate loan which was paid on December 3, 1998. The reduction in
interest expense was offset by an increase in interest expense due to additional
borrowing for equipment acquisitions.
<PAGE>
Liquidity and Capital Resources
Improved operating results and the sale of PVC had a positive effect on the
liquidity and capital resources of the Company. The improved operating results
and the cash generated enabled the company to reduce debt, borrow at better
terms and increase availability under existing loan agreements.
The Company and its subsidiaries are operating under a loan agreement with
The CIT Group/Credit Finance which has been amended and extended to August 3,
2001. The maximum credit under the agreement is $9 million. The amended loan
agreement provides for borrowings of up to $5.4 million under the term loan
(limited to 100% of eligible equipment appraisal value) and $3.6 million under
the revolving loan (limited to 85% of eligible accounts receivable). The
outstanding balance of the term loan was $2,916,000 at September 30, 1999. It is
payable in monthly installments of $81,000 plus interest at prime plus 1.0%
through August 3, 2003. Principal payments are not required in June, July or
August. The revolving loan bears interest at prime plus 1.0% which is payable
monthly. The revolving loan had an outstanding balance of $23,000 at September
30, 1999. The loan agreement contains automatic renewal provisions for
successive terms of two years thereafter unless terminated as of August 3, 2001
or as of the end of any renewal term by either party by giving the other party
at least 60 day written notice.
During the nine-month period ended September 30, 1999 the Company entered
into capital lease obligations amounting to $6,800,000 with various lenders in
connection with the acquisition of equipment. The capital leases are for terms
of up to 60 months, at fixed interest rates ranging from 8% to 9%. The
obligations are secured by the equipment that was financed. The equipment was
acquired to expand the Company's capabilities and to support the increasing
demand for the Company's services. Projected cash flow and existing credit
arrangements are adequate to fund additional purchases and commitments.
The Company's principal source of funds is cash generated by operations. On
an annual basis, the Company anticipates that existing cash balances,
availability under existing loan agreements and cash generated from operations
will be sufficient to service existing debt and to meet the Company's capital
requirements for fiscal 1999. Management is of the opinion that the Company will
be able to meet its obligations on a timely basis. There is no assurance that
management's plan will be achieved.
Seasonality and Variation of Quarterly Results
The Company's business is subject to substantial quarterly variations as a
result of seasonality, which the Company believes is typical of the television
post-production industry. Historically, revenues and net income have been
highest during the first and fourth quarters, when the production of television
programs and consequently the demand for the Company's services is at its
highest. Historically, revenues have been substantially lower during the second
and third quarters.
Year 2000
State of Readiness
The Company is aware of what could be a critical problem with older
computer systems. The critical problem refers to computers that designate the
year as a two-digit number and thus may recognize the year 2000 as the year
1900. The Company has created a task force to ascertain its Year 2000
compliance. The task force is lead by the Senior Vice President of Engineering.
The Company uses a wide variety of microprocessor based equipment, which
runs software on numerous computer platforms. The Company is in the process of
determining the potential impact of the century date change by conducting an
inventory of computerized equipment and testing all of the Company's systems for
compliance. The Company is also contacting third party vendors regarding their
Year 2000 compliance. Testing of internal systems is complete on approximately
90% of both information technology systems and non-information technology
systems. No significant Year 2000 issues have been revealed. The Company
anticipates that the remaining systems testing will be completed in 1999.
<PAGE>
Cost to Address the Company's Year 2000 Issues
When systems are identified that are not Year 2000 compliant the Company
contracts with vendors to obtain updates, which will ensure compliance, and in a
limited number of instances the systems are replaced. Some older equipment will
need to be reset after January 01, 2000 but should function properly thereafter.
The cost to remedy Year 2000 compliance to date has not been material and is
being funded out of operating cash flow. The Company estimates that any future
remedial costs will not be material and should not exceed $100,000.
The Company's Risk
The failure to correct a material Year 2000 problem could result in an
interruption or failure of certain normal business activities or operations.
Such failures could materially and adversely affect the Company's results of
operations, liquidity and financial condition. To date, the only conditions that
the Company has determined that may result in the Company's inability to provide
services to our clients, and consequently, a loss of revenue, would be a loss of
service to the Company by regulated public utility companies. The Company cannot
assess the likelihood of this occurrence. Due to the general uncertainty
inherent in the Year 2000 problem, resulting in part from the uncertainty of the
Year 2000-readiness of third-party suppliers, the Company is unable to determine
at this time whether the consequences of Year 2000 failures will have a material
impact on the Company's results of operations, liquidity or financial condition.
The Company believes its continuing actions will significantly reduce the
Company's level of uncertainty about the Year 2000 problem and in particular
about Year 2000 Compliance. The Company believes that the completion of Year
2000 testing will reduce the possibility of significant interruptions of normal
operations.
Contingency Plans
The Company will test new products for Year 2000 compliance. To the extent
the Company has not been able to determine third party vendor compliance, plans
for alternative backup suppliers are being established and the Company plans to
acquire an additional supply of critical parts to reduce the chance of a loss of
services. The first week of January is traditionally a period of very low demand
for the Company's services. The Company plans to have appropriate technical
staff monitor operations on and after January 1 and take necessary action to
provide services to our customers. The Company will continue to refine its
contingency plans throughout the remainder of 1999.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Derivative Instruments. The Company does not invest, and during the quarter
ended September 30, 1999 did not invest, in market risk sensitive instruments.
Market Risk. The Company's market risk exposure with respect to financial
instruments is to changes in the "prime rate" in the United States. The Company
had borrowings of $2,916,000 at September 30, 1999 under a term loan (discussed
above) and may borrow up to $3.6 million under a revolving loan. Amounts
outstanding under the term loan and revolving credit facility bear interest at
the bank's prime rate plus 1%.
Statements included within this document, other than statements of
historical facts that address activities, events or developments that Laser
Pacific Media Corporation expects or anticipates will or may occur in the future
including such things as business strategy and measures to implement strategy,
competitive strengths, goals, expansion and growth of the Company's business and
operations, plans, references to future success and other such matters, are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities and Exchange Act of
1934, as amended, and fall under the safe harbor. The forward looking statements
are based on certain assumptions and analyses made by the Company in light of
its experience and its perception of historical trends, current conditions and
expected future developments as well as other factors it believes are
appropriate in the circumstances. However, actual results and financial position
could differ materially in scope and nature from those anticipated in the
forward looking statements as a result of a number of factors, including but not
limited to, the Company's ability to successfully expand capacity, general
economic, market or business conditions; the opportunities (or lack thereof)
that may be presented to and pursued by the Company; competitive actions by
other companies; changes in laws or regulations; investments in new
technologies; continuation of sales levels; the risks related to the cost and
availability of capital; and other factors, many of which are beyond the control
of the Company. Consequently, all of the forward-looking statements made in this
report are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on the Company or its business operations.
Readers are urged to carefully review and consider various disclosures made by
the Company in its filings with the Securities and Exchange Commission to advise
interested parties of certain risks and other factors that may affect the
Company's business and operating results.
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held on July 16, 1999, the
following individuals were elected to Laser-Pacific Media Corporation's Board of
Directors:
<TABLE>
<S> <C> <C> <C>
Votes For Votes Against Votes Withheld Broker Non-Votes
Emory M. Cohen 5,816,489 0 4,050 0
Thomas D. Gordon 5,816,489 0 4,050 0
James R. Parks 5,816,489 0 4,050 0
Ronald Zimmerman 5,816,489 0 4,050 0
</TABLE>
The following proposal was approved at the Company's Annual Meeting:
Approval of the Company's ammendment to the 1997 Stock Option Plan to
increase the number of shares available for grant under such plan by 500,000
shares of common stock.
<TABLE>
<S> <C> <C> <C>
Votes For Votes Against Votes Withheld Broker Non-Votes
2,079,102 110,125 6,755 3,624,557
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
Laser-Pacific Media Corporation has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
LASER-PACIFIC MEDIA CORPORATION
(Registrant)
Dated: October 27, 1999 /s/James R. Parks
James R. Parks
Chairman of the Board
and Chief Executive Officer
Dated: October 27, 1999 /s/Robert McClain
Robert McClain
Secretary and
Chief Financial Officer
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
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