-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F19L9ZDi0ZXyNPfVkKTnsvPMKH6RqmQV/Jv11scpJGk4PAJpmtSkHTLdQzFTfPTO ZyngrD12Q+foMyIT8Ws2QA== 0001047469-98-019762.txt : 19980514 0001047469-98-019762.hdr.sgml : 19980514 ACCESSION NUMBER: 0001047469-98-019762 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASER PHOTONICS INC CENTRAL INDEX KEY: 0000711665 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 592058100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11635 FILM NUMBER: 98618204 BUSINESS ADDRESS: STREET 1: 12351 RESEARCH PWY CITY: ORLANDO STATE: FL ZIP: 32826 BUSINESS PHONE: 4072814103 MAIL ADDRESS: STREET 1: 12351 RESEARCH PARKWAY CITY: ORLANDO STATE: FL ZIP: 32826 10-Q 1 10-Q 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 MARCH 31, 1998 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 0-11365 LASER PHOTONICS, INC. --------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 59-2058100 -------- ---------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 6865 FLANDERS DRIVE, SUITE G, SAN DIEGO, CA 92121 ------------------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (619) 455-7030 -------------- N/A --- (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL DOCUMENTS AND REPORTS REQUIRED TO BE FILED BY SECTION 12, 13, OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN CONFIRMED BY A COURT. YES X NO --- --- AS OF MARCH 31, 1998, 9,295,694 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, WERE OUTSTANDING. 1 INDEX
Page Number ------ PART I FINANCIAL INFORMATION Item 1 Financial Statements: Condensed Consolidated Balance Sheets 3 as of March 31, 1998 and December 31, 1997 Condensed Consolidated Statements of Operations for the 4 Three Months ended March 31, 1998 and 1997 Condensed Consolidated Statements of Cash Flow for the 5 Three Months ended March 31, 1998 and 1997 Notes to Condensed Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis 7 of Financial Condition and Results of Operations PART II OTHER INFORMATION Exhibits and Reports of Form 8-K 8 Signatures 9
2 PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS Laser Photonics, Inc. and Subsidiaries
ASSETS MARCH 31, 1998 December 31, 1997 * (UNAUDITED) CURRENT ASSETS Cash and cash equivalents $ 814,647 $ 1,225,932 Accounts receivable, net 253,830 343,465 Inventory 889,422 951,209 Prepaid expenses and other assets 132,264 91,463 ------------ ------------ TOTAL CURRENT ASSETS 2,090,163 2,612,069 PROPERTY AND EQUIPMENT, net 199,195 141,432 PREPAID LICENSE FEE, net 3,892,078 3,958,333 OTHER 64,821 100,515 GOODWILL, NET 866,034 995,955 ------------ ------------ TOTAL ASSETS $ 7,112,291 $ 7,808,304 ------------ ------------ ------------ ------------ LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Notes Payable - Current portion $ 535,875 $ 610,004 Accounts Payable 891,559 859,559 Accrued payroll and related expenses 368,600 400,222 Other Accrued liabilities 618,592 631,808 Deferred revenue -- 95,000 ------------ ------------ TOTAL CURRENT LIABILITIES 2,414,626 2,596,593 NOTES PAYABLE, LESS CURRENT PORTION 282,559 282,559 SHAREHOLDERS' EQUITY (DEFICIT) Common stock 92,957 92,471 Additional paid-in-capital 14,680,829 14,625,564 Accumulated Deficit (10,358,680) (9,788,883) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 4,415,106 4,929,152 ------------ ------------ $ 7,112,291 $ 7,808,304 ------------ ------------ ------------ ------------
*Condensed from audited financial statements. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 3 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Laser Photonics, Inc. and Subsidiaries
Three months ended - ----------------------------------------------------------------------------------- MARCH 31, 1998 March 31, 1997 (UNAUDITED) (unaudited) REVENUES Sales $ 1,004,500 $ 937,368 Other 95,000 -- ----------- ----------- 1,099,500 937,368 COSTS AND EXPENSES Cost of Sales 466,832 649,313 Selling, General & Administrative 603,618 226,445 Research & Development 296,713 132,541 Depreciation and Amortization 267,462 173,854 ----------- ----------- LOSS FROM OPERATIONS (535,125) (244,785) Interest Expense 42,991 93,294 Other expenses (income), net (8,319) 37,360 ----------- ----------- NET LOSS ($ 569,797) ($ 375,439) ----------- ----------- ----------- ----------- BASIC AND DILUTED LOSS PER SHARE ($ 0.06) ($ 0.06) ----------- ----------- ----------- ----------- Weighted Average Shares 9,267,083 6,172,591 ----------- ----------- ----------- -----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Laser Photonics, Inc.
Three months ended - ------------------------------------------------------------------------------------------------------------------- MARCH 31, 1998 March 31, 1997 (UNAUDITED) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss ($ 569,797) ($375,439) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and Amortization 267,462 173,854 Stock issued to pay legal fees 20,000 39,375 Changes in operating assets and liabilities: Current assets 85,482 18,968 Current liabilities (107,838) 100,200 ----------- --------- NET CASH USED IN OPERATING ACTIVITIES (304,691) (43,042) ----------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (68,216) (22,226) Advances from related parties -- 65,268 ----------- --------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (68,216) 43,042 ----------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on debt (74,129) 0 Proceeds from issuance of common stock 35,751 0 ----------- --------- NET CASH USED IN FINANCING ACTIVITIES (38,378) 0 ----------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (411,285) 0 CASH AND CASH EQUIVALENTS, beginning of period 1,225,932 0 ----------- --------- CASH AND CASH EQUIVALENTS, end of period $ 814,647 $ 0 ----------- --------- ----------- ---------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS LASER PHOTONICS, INC. AND SUBSIDIARIES March 31, 1997 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated balance sheets as of March 31, 1998 and December 31, 1997, and the related condensed consolidated statements of operations and cash flow for the three months ended March 31, 1998 and 1997 have been prepared by the Company without audit. In the opinion of management, the condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Laser Photonics, Inc. and subsidiaries as of March 31, 1998 and the results of their operations and cash flows for the three months ended March 31, 1998 and 1997. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's report on Form 10-K for the year ended December 31, 1997. Certain reclassifications have been made to the prior year's condensed consolidated financial statements to conform with the current presentation. Such reclassifications had no effect on net loss. 2. INVENTORY Inventory consists of the following:
March 31, December 31, 1998 1997 --------- ------------ Raw Materials $394,733 $435,583 Work in Process 426,573 435,854 Finished Goods 68,116 79,772 --------- ------------ TOTAL INVENTORY $889,422 $951,209 --------- ------------ --------- ------------
3. SUBSEQUENT EVENTS On April 8, 1998, the Company entered into a letter of intent to sell certain assets, subject to the assumption of certain liabilities, to a third party. The completion of the transaction is subject to numerous items, including but not limited to, the final identification of specific assets and liabilities to be transferred and the execution of a final written agreement. The proposed sales price is $1,300,000 which would result in an approximate gain of $300,000 to the Company 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenues for the three months ended March 31, 1998 increased by $162,132 to $1,099,500 compared to $937,368 for the three months ended March 31, 1997. The increase was due to the final milestone payment pursuant to the Baxter Agreement which included the sale of two excimer lasers, offset by decreases in sales from the operations of the Company's Florida and Massachusetts operations. Gross margin increased by $344,613 for the three months ended March 31, 1998 compared to the three months ended March 31, 1997 due primarily to the gross margin earned on the sale of the two excimer lasers to Baxter. Operating expenses increased by $634,953 for the three months ended March 31, 1998 compared to the three months ended March 31, 1997. The increase was due to increases in consulting and professional fees, D&O insurance, marketing expenses, and increased funding of research and development activities. Interest expense decreased by $50,303 for the three months ended March 31, 1998 compared to the three months ended March 31, 1997 primarily due to the purchase of a subsidiary's note payable through the issuance of common stock during the year ended December 31, 1997. Net loss increased by $194,358 to $569,797 for the three months ended March 31, 1998 compared to $375,439 for the three months ended March 31, 1997. The increase in the net loss was due to the increase in operating expenses offset by increases in revenues and gross margin. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 1998, the Company had cash and cash equivalents of $814,647 which is a decrease of $411,285 since December 31, 1997. The Company has utilized cash generated from the sale of common stock and from the Baxter agreement during 1997 to fund marketing activities, increased research and development activities, investments in inventory to support anticipated sales of excimer lasers to Baxter and to pay off certain liabilities. Capital expenditures in the three months ended March 31, 1998 of $68,216 related to purchases of equipment and the construction of a laser to be used as a demonstration model. Cash flows used in financing activities for the three months ended March 31, 1998 of $38,378 was due to principal payments on debt offset by proceeds from the issuance of common stock. SUBSEQUENT EVENTS On April 8, 1998, the Company entered into a letter of intent to sell certain assets, subject to the assumption of certain liabilities, to a third party. The completion of the transaction is subject to numerous items, including but not limited to, the final identification of specific assets and liabilities to be transferred and the execution of a final written agreement. The proposed sales price is $1,300.000 which would result in an approximate gain of $300,000 to the Company 7 PART II. OTHER INFORMATION ITEM 1 Legal Proceedings: See December 31, 1997 10-K ITEM 2 Changes in Securities None ITEM 3 Defaults Upon Senior Securities None ITEM 4 Submission of Matters to Vote of Security Holders As of February 4, 1998, the Company's stockholders adopted a resolution by the written consent of 4,764,241 shares, or 51.36% of the issued and outstanding Common Stock, for the purpose of increasing the authorized number of shares of Common Stock of the Company from 10,000,000 shares to 15,000,000 shares. ITEM 5 Other Information None ITEM 6 Exhibits and Reports on Form 8-K a) Exhibits 27 Financial Data Schedule b) Reports on Form 8-K None
8 SIGNATURES TO FORM 10-Q Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LASER PHOTONICS, INC. ---------------------------- (Registrant) Date: May 7, 1998 By: /s/ Raymond A. Hartman ------------------------- Raymond A. Hartman Chief Executive Officer Date: May 7, 1998 By: /s/ Chaim Markheim ------------------------- Chaim Markheim Chief Financial Officer 9 EX-27 2 EXHIBIT 27 (FDS)
5 3-MOS DEC-31-1997 JAN-01-1998 MAR-31-1998 814,647 0 328,830 75,000 889,422 2,090,163 372,269 173,074 7,112,291 2,414,626 0 0 0 92,957 4,322,149 7,112,291 1,099,500 1,099,500 466,832 466,832 1,167,793 0 42,991 (569,797) 0 0 0 0 0 (569,797) (.06) (.06)
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