-----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, PdXjMDHb2hNqgMVa05ZAaxu4Al6IxpKfYyriqNKQr4TCxLv0PiiRBGhOKOuk9tDx gzPn+cI6xWrXsP9AeOuhig== 0000740726-96-000012.txt : 19960518 0000740726-96-000012.hdr.sgml : 19960518 ACCESSION NUMBER: 0000740726-96-000012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960516 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASER CORP CENTRAL INDEX KEY: 0000740726 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870395567 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13316 FILM NUMBER: 96568207 BUSINESS ADDRESS: STREET 1: 1832 S 3850 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104 BUSINESS PHONE: 8019721311 MAIL ADDRESS: STREET 1: 1832 SOUTH 3850 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84104 10QSB 1 THIS DOCUMENT IS THE RESUBMISSION OF FORM 10QSB FOR THE PERIOD ENDED MARCH 31, 1996 THAT WAS ORIGINALLY FILED ON ACCESSION NUMBERS: 0000740726-96-000009 AND 0000740726-96-000010 ON MAY 15, 1996. ================================================================================ United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE --- ACT OF 1934 For the quarterly period ended March 31, 1996 or --- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number 0-13316 LASER CORPORATION ------------------------------------------------------------------------ (Exact name of small business issuer as specified in its charter) Utah 87-0395567 -------------------------------- --------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 1832 South 3850 West Salt Lake City, UT 84104 -------------------------------- --------------------------------- (Address of principal (Zip Code) executive office) (801) 972-1311 ------------------------------------------------------------------------ (Issuer's telephone number, including area code) Not Applicable ------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (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 ------- ------- State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, .05 Par Value -- 672,088 shares as of March 31, 1996. ================================================================================ INDEX LASER CORPORATION AND SUBSIDIARIES PART I. FINANCIAL INFORMATION - ------- --------------------- Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets - March 31, 1996 and December 31, 1995. Consolidated Statements of Operations - Three months ended March 31, 1996 and 1995. Consolidated Statements of Cash Flows - Three months ended March 31, 1996 and 1995. Notes to Consolidated Financial Statements - March 31, 1996. Item 2. Management's Discussion and Analysis. PART II. OTHER INFORMATION - -------- ----------------- Exhibit 27 - Financial Data Schedule SIGNATURES - ---------- Page 2 of 12 ================================================================================ PART I. FINANCIAL INFORMATION - ------- --------------------- Item 1. LASER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, December 31, ASSETS 1996 1995 Unaudited ----------- ----------- [C] [C] CURRENT ASSETS Cash and cash equivalents $ 647,941 $ 936,370 Receivables: Trade accounts, less allowances of $7,961 in 1996 and $1,500 in 1995 684,334 539,661 Other --- 4,241 ----------- ----------- 684,334 543,902 Inventories: Raw materials 757,761 744,886 Work in process 458,036 423,291 Finished Goods 3,416 17,995 ----------- ----------- 1,219,213 1,186,172 Notes Receivable - current portion 170,228 171,873 Other current assets 28,714 10,025 ----------- ----------- Total Current Assets 2,750,430 2,848,342 NOTES RECEIVABLE LESS CURRENT PORTION 654,674 693,320 EQUIPMENT AND LEASEHOLD IMPROVEMENTS Equipment 1,366,216 1,356,734 Leasehold improvements 583,330 581,180 ----------- ----------- 1,949,546 1,937,914 Less accumulated depreciation and amortization (1,703,151) (1,676,807) ----------- ----------- 246,395 261,107 OTHER ASSETS 4,299 4,299 ----------- ----------- $ 3,655,798 $ 3,807,068 =========== =========== See accompanying notes to consolidated financial statements Page 3 of 12 ================================================================================ LASER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, December 31, 1996 1995 LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) ---------- ---------- [C] [C] CURRENT LIABILITIES Trade accounts payable $ 334,583 $ 336,955 Accrued expenses 139,328 145,483 Accrued warranty expense 140,000 140,000 Current portion of capital lease obligations 13,793 23,410 ---------- ---------- Total Current Liabilities 627,704 645,848 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common Stock. $.05 par value; Authorized Shares - 2,000,000 Issued Shares - 682,088 Outstanding Shares - 672,088 34,105 34,105 Additional paid-in capital 701,537 701,537 Retained earnings 2,392,452 2,525,578 Treasury stock, at cost (100,000) (100,000) ---------- ---------- Total Stockholders' Equity 3,028,094 3,161,220 ---------- ---------- $3,655,798 $3,807,068 ========== ========== See accompanying notes to consolidated financial statements Page 4 of 12 ================================================================================ LASER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended -------------------------- March 31, March 31, 1996 1995 ---------- ---------- REVENUES: Net sales $ 861,505 $1,009,114 Interest and other income 23,852 24,684 ---------- ---------- 885,357 1,033,798 COSTS AND EXPENSES: Cost of products sold 698,773 760,908 Selling, general and administrative 139,716 159,776 Research and development 164,815 89,314 Royalties 14,370 14,445 Interest 809 2,859 ---------- ---------- 1,018,483 1,027,302 ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (133,126) 6,496 INCOME TAX BENEFIT (EXPENSE) - CURRENT --- --- ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS (133,126) 6,496 INCOME FROM DISCONTINUED OPERATIONS --- --- INCOME ON DISPOSAL OF DISCONTINUED OPERATIONS --- 53,911 ---------- ---------- NET INCOME (LOSS) $ (133,126) $ 60,407 ========== ========== NET INCOME (LOSS) PER SHARE CONTINUING OPERATIONS $ ( .20) $ .01 ========== ========== NET INCOME PER SHARE DISCONTINUED OPERATIONS $ --- $ .08 ========== ========== NET INCOME PER SHARE $ ( .20) $ .09 ========== ========== Average number of shares of Common Stock outstanding 672,000 689,000 ========== ========== See accompanying notes to consolidated financial statements Page 5 of 12 ================================================================================ LASER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (133,126) $ 60,407 Less income from disposal of discontinued operations --- (53,911) Adjustments to reconcile net income (loss) to net cash provided from (used in) operating activities: Depreciation and amortization 26,344 27,643 (Increase) decrease in assets: Trade accounts receivable (140,432) (86,562) Inventories (33,041) (43,502) Other current assets (18,689) (32,412) Increase (decrease) in liabilities: Trade accounts payable and accrued expenses (8,527) (174,430) Income taxes payable --- (7,000) ---------- ---------- Net Cash Used in Operating Activities (307,471) (309,767) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (11,632) --- Payments received on long term notes 40,291 22,255 Proceeds from sale of Pro Med --- 1,000,000 ---------- ---------- Net Cash Provided from Investing Activities 28,659 1,022,255 CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt and capital lease obligations (9,617) (9,984) ---------- ---------- Net Cash Used in Financing Activities (9,617) (9,984) ---------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (288,429) 702,504 CASH AND CASH EQUIVALENTS, BEG. OF PERIOD 936,370 70,500 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 647,941 $ 773,004 ========== ========== See accompanying notes to consolidated financial statements Page 6 of 12 ================================================================================ SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES During 1995, the Company sold its 80% owned subsidiary. As part of the sale price the Company received $1,000,000 in cash and notes receivable totaling $966,778 and cancellation of notes payable to minority shareholders of Pro Med of $795,496. A pre-tax gain on the sale of $53,911 was recognized by the Company. For additional information regarding the sale of Pro Med, please see Footnote B of the Notes to Consolidated Financial Statements. See accompanying notes to consolidated financial statements Page 7 of 12 ================================================================================ LASER CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 31, 1996 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 1995 included in the Company's Annual Report on Form 10-KSB (file number 0-13316). NOTE B - DISCONTINUED OPERATIONS On January 1, 1995, the Company entered into two agreements where it sold its 80 percent ownership in Pro Med. One agreement was with the minority shareholders of Pro Med wherein the Company sold them 31,726 shares of Pro Med stock (approximately 40 percent of the Company's ownership). The sales price was for $1,095,496 and consisted of a cash payment of $300,000 and cancellation of the note payable to the minority shareholders of Pro Med which had a balance of $795,496 at December 31, 1994. The Company sold its remaining 48,274 shares of Pro Med stock (approximately 60 percent of the Company's ownership) and forgiveness of an intercompany note for total proceeds of $1,666,778 to Pro Med. The proceeds consisted of a $700,000 cash payment and notes receivable aggregating in a balance of $966,778. Both notes receivable are secured by the common stock of Pro Med and the personal guarantees of the minority shareholders of Pro Med. The first note of $804,504 requires monthly payments of $16,121 including interest at 7.5 percent per annum. The entire remaining unpaid balance is due February 1, 1998. The second note of $162,274 does not bear interest and is due January 1, 1998. The sale of Pro Med resulted in a pre-tax gain on the sale of $53,911. Page 8 of 12 ================================================================================ NOTE C - RECENT ACCOUNTING PRONOUNCEMENT The financial Accounting Standards Board has issued Statements of Financial Accounting Standard Statement No. 121, "Accounting for Long Lived Assets" and No. 123 "Accounting and Disclosure of Stock-Based Compensation." Statement No. 121 is effective for years beginning after December 15, 1995. The effect of adoption of Statement No. 121 will not have a material effect on the Company's financial statements. Statement No. 123 is effective for awards granted after December 31, 1994, and has required financial presentation for years beginning after December 15, 1995. The effect of adoption of Statement 123 will not have a material effect on the Company's financial statements. NOTE D - RECLASSIFICATIONS Certain 1995 financial statement amounts have been reclassified to conform to 1996 presentations. These amounts were not material reclassifications. Page 9 of 12 ================================================================================ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere herein. RESULTS OF OPERATIONS - --------------------- Three months ended March 31, 1996. Net sales for the three months ended March 31, 1996 were $861,505 as compared to net sales of $1,009,114 for the comparable period in 1995, a decrease of $147,609 or 14.6%. This decrease in net sales resulted from a decrease in laser product sales to one of the Company's principal customers totaling $138,104, a decrease in service sales to another customer totaling $122,577, and a decrease in product and service sales to all other customers totaling $154,848. These decreases were partially offset by an increase in product and service sales to a new OEM customer of the Company totaling $267,920. The Company believes, but is not certain, that the decrease in net sales resulted primarily from the normal quarter to quarter variations in product and service orders received from its OEM customers. OEM customer orders are based in part on the end-user demand for customer products which use or incorporate the Company's products and services. The Company has been notified by one of its principal customers that future product and service orders will continue to be at levels below that experienced during 1995. Cost of products sold as a percent of Company net sales increased from 75.4% in 1995 to 81.1% for the three months ended March 31, 1996. This increase resulted primarily from increased labor costs and to a higher percentage of factory overhead costs due to the decrease in net sales. Selling, general, and administrative expenses for the 1996 period decreased by $20,060 or 12.6% when compared to the same period in 1995. This decrease resulted from a reduction in legal and insurance expenses. Research and development expenditures for the period increased by $75,501 or 84.5% in 1996 when compared to the same period in 1995. This increase was the result of the Company's focus on adapting its products to the specialized requirements of one OEM customer as well as to the development of solid state laser technologies and products. As a result of the significant increase in research and development expenditures and to the other factors described above, the Company recognized net loss for the three months ended March 31, 1996 of $133,126, or $.20 per share, compared with net income from continuing operations of $6,496, or $.01 per share, for the first quarter of 1995. Page 10 of 12 ================================================================================ LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- On March 31, 1996, the Company had working capital of $2,122,726 compared to $2,202,494 at December 31, 1995, a decrease of $79,768 or 3.6%. Cash equivalents at March 31, 1996 were $647,941 compared to a December 31, 1995 balance of $936,370, a decrease of $288,429 or 30.8%. This decrease was the result of the financial results experienced during the first quarter of 1996 and to increases in the total amount of accounts receivable, inventory and other assets. PART II. OTHER INFORMATION - -------- ----------------- No material matter occurred during the quarter ended March 31, 1996 that requires disclosure in Part II of the Quarterly Report on Form 10-QSB. Page 11 of 12 ================================================================================ 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. LASER CORPORATION Date: May 14, 1996 /s/ B. Joyce Wickham ----------------------- ------------------------------------ B. Joyce Wickham President, Chief Executive Officer Treasurer and Director Date: May 14, 1996 /s/ Reo K Larsen ----------------------- ------------------------------------ Reo K Larsen General Accounting Manager Page 12 of 12 ================================================================================ EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LASER CORPORATION AND SUBSIDIARIES MARCH 31, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000740726 LASER CORP 3-MOS DEC-31-1996 MAR-31-1996 647,941 0 1,517,197 7,961 1,219,213 2,750,430 1,949,546 1,703,151 3,655,798 627,704 0 0 0 34,105 2,993,989 3,655,798 861,505 885,357 698,773 1,017,674 0 0 809 (133,126) 0 (133,126) 0 0 0 (133,126) (.20) (.20)
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