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
Page 2
Part 1. Financial Information
Item 1. Financial Statements
NORTHSTAR COMPUTER FORMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
July 31, October 31,
1999 (Unaudited) 1998
---------------- ----------------
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
---------------- ----------------
---------------- ----------------
See accompanying notes to unaudited Condensed
Consolidated Financial Statements
Page 3
NORTHSTAR COMPUTER FORMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET, CONTINUED
July 31, October 31,
1999 (Unaudited) 1998
---------------- ----------------
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
---------------- ----------------
---------------- ----------------
See accompanying notes to unaudited Condensed
Consolidated Financial Statements
Page 4
NORTHSTAR COMPUTER FORMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)
Three Months Ended Nine Months Ended
July 31 July 31
1999 1998 1999 1998
---- ---- ---- ----
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
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
See accompanying notes to unaudited Condensed
Consolidated Financial Statements
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
1999 1998
---- ----
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
See accompanying notes to unaudited Condensed
Consolidated Financial Statements
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.
Page 7
For all periods presented, the weighted average common and common equivalent
shares outstanding are as follows:
For the three months For the nine months
ended July 31 ended July 31
1999 1998 1999 1998
---- ---- ---- ----
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
--------- --------- --------- ---------
--------- --------- --------- ---------
3. At July 31, 1999 and October 31, 1998, inventories consisted of the
following:
July 31, October 31,
1999 1998
---- ----
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
---------- ----------
---------- ----------
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 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.
Three Months Ended July 31
Percentage of Net Sales Increase
----------------------- --------
1999 1998 1999 vs. 1998
---- ---- -------------
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
--- --- -----
Nine Months Ended July 31
Percentage of Net Sales Increase
----------------------- --------
1999 1998 1999 vs. 1998
---- ---- -------------
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
--- --- ----
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.
INTERNAL CUSTOM CONSOLIDATED
BANK FORMS % BUSINESS FORMS % SALES
------------------------------------------------------------------------------
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%
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 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 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 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 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 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)