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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1997
Commission File No.: 0-10854
ORS AUTOMATION, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-27956-75
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
402 Wall Street, Princeton, New Jersey 08540
(Address of principal executive offices) (Zip Code)
(609) 924-1667
(Issuer's telephone number, including area code)
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
Check whether the issuer 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 June 30, 1997, 8,082,443 shares of the registrants Common Stock
and 12,000,000 shares of Class A Common Stock were outstanding .
Transitional Small Business Format. Yes No /X/
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ORS AUTOMATION, Inc.
INDEX TO FORM 10-QSB
June 30, 1997
Page
Part I - Financial Information
Item 1. Financial Statements:
Unaudited Balance Sheet - June 30, 1997 3
Unaudited Statements of Operations and Accumulated
Deficit for the Three Months and Six Months
Ending June 30, 1997 and 1996. 4
Unaudited Statements of Cash Flows for the Six
Months Ending June 30, 1997 and 1996. 5
Notes to Financial Statements. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 7,8
Part II - Other Information 8
Signatures 9
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ORS AUTOMATION, INC.
UNAUDITED BALANCE SHEET
JUNE 30, 1997
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 312,901
Accounts receivable, net of allowance for
doubtful accounts of $16,500 335,407
Inventory, net 113,181
Prepaid expenses 2,857
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Total Current Assets 764,346
Property and Equipment, net 12,447
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TOTAL ASSETS $ 776,793
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $ 55,211
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Total Current Liabilities 55,211
Priority tax claims payable - interest 142,118
Priority tax claims payable - Principal 179,577
Note Payable - related party 166,102
Accrued Interest Payable - related Party 239,469
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Total Liabilities 782,377
Stockholders' Deficit:
Preferred stock 10,000
Common stock 122,824
Capital in excess of par value 24,914,163
Accumulated deficit (25,052,571)
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Total Stockholders' Deficit (5,584)
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TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 776,793
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</TABLE>
The Notes to Financial Statements are an integral part of this statement
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ORS AUTOMATION, INC.
UNAUDITED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
Three Months Ended June 30,
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1997 1996
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<S> <C> <C>
Sales $ 299,005 $ 256,071
Cost of Goods Sold 180,459 203,899
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Gross Profit 118,546 52,172
Administrative, Marketing
and General Expenses 74,943 69,369
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Income (Loss) From Operations 43,603 (17,197)
Other (Income) Expense:
Bad debt expense 16,500 --
Interest income (1,402) (1,521)
Interest expense 9,057 10,090
Deprecation and amortization 1,763 1,703
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Total Other (Income) Expenses, net 25,918 10,272
Income (Loss) Before Provision for Income Taxes 17,685 (27,469)
Provision for Income Taxes -- --
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Net Income (Loss) 17,685 (27,469)
Accumulated Deficit, Beginning of Period (25,070,256) (25,234,310)
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Accumulated Deficit, End of Period $ (25,052,571) $ (25,261,770)
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Income (Loss) Per Share of Common Stock $ .00 $ (.00)
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Weighted Average Number of
Common Shares Outstanding 20,082,443 20,070,216
============== ==============
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
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1997 1996
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<S> <C> <C>
Sales $ 675,593 $ 470,018
Cost of Goods Sold 408,873 380,046
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Gross Profit 266,720 89,972
Administrative, Marketing
and General Expenses 146,548 139,886
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Income (Loss) From Operations 120,172 (49,914)
Other (Income) Expense:
Bad debt expense 16,500 --
Interest income (2,603) (3,411)
Interest expense 18,114 20,180
Deprecation and amortization 3,103 3,344
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Total Other (Income)
Expenses, net 35,114 20,113
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Income (Loss) Before Provision
for Income Taxes 85,058 (70,027)
Provision for Income Taxes -- --
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Net Income (Loss) 85,058 (70,027)
Accumulated Deficit, Beginning of Period (25,137,629) (25,191,743)
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Accumulated Deficit, End of Period $ (25,052,571) $ (25,261,770)
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Income (Loss) Per Share of Common Stock: $ .00 $ (.00)
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Weighted Average Number of
Common Shares Outstanding 20,082,443 20,070,216
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</TABLE>
The Notes to Financial Statements are an integral part of this statement
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ORS AUTOMATION, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $ 85,058 $ (70,027)
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:
Depreciation and amortization 3,103 3,344
Cash provided by (used in) changes in:
Accounts receivable, net 36,680 127,318
Inventory, net (19,726) (12,441)
Prepaid expenses 13 (1,433)
Accounts payable and accrued expenses 25,313 2,576
Accrued interest payable - priority tax claims 7,861 10,214
Accrued interest payable - related party 10,253 9,966
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Net Cash Provided by Operating Activities 148,555 69,517
Cash Flows From Investing Activities:
Purchase of property and equipment (4,107) (5,995)
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Net Cash Used in Investing Activities (4,107) (5,995)
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Net Increase (Decrease) in Cash 144,448 63,522
Cash at Beginning of the Period 168,453 59,162
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Cash at End of the Period $ 312,901 $ 122,684
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Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income taxes $ -- $ 297
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Pursuant to the Plan of Reorganization, $45,000 of 5% convertible
debentures and $40,000 of 11 1/2% convertible debentures were converted into
6,003 and 33,680 shares, respectively, of common stock during the quarters
ended March 31, 1996, and June 30, 1996, respectively.
No debentures were converted for the six month period ending June 30, 1997.
The Notes to Financial Statements are an integral part of this statement
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ORS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The unaudited financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The unaudited interim financial
statements as of June 30, 1997 and 1996 reflect all adjustments (consisting
of normal recurring accruals) which, in the opinion of management, are
considered necessary for a fair presentation of the results for the periods
covered.
The Unaudited Statements of Operations for the three months and six
months ended June 30, 1997 and 1996 are not necessarily indicative of results
for the full year.
While the Company believes that the disclosures presented are adequate
to make the information not misleading, these financial statements should be
read in conjunction with the financial statements and accompanying notes
included in the Company's Current Report on Form 10-KSB dated December 31,
1996.
Note 2 - Preferred and Common Stock
The preferred stock of the Company has a par value of $.01 per share and
1,000,000 shares have been authorized to be issued. All are outstanding at
June 30, 1997.
The common stock of the Company has a par value of $.01 per share and
10,000,000 shares have been authorized to be issued. As of June 30, 1997,
8,082,443 shares are outstanding.
The Company also has Class A common stock, which has a par value of
$.0035 per share and 12,000,000 shares have been authorized to be issued.
All are outstanding at June 30, 1997.
Note 3 - Income Per Share
Income per share has been computed based upon the weighted average
number of shares of the sum of both common stock and Class A common stock
outstanding during the period.
The Notes to Financial Statements are an integral part of this statement
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ORS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
In 1995 and 1996, major product development efforts resulted in new "WINDOWS"
and "Windows 95" based vision systems which accounted for approximately 79%
of the total sales generated in the six months ending June 30, 1997. An effort
to broaden the Company's product base resulted in approximately 16% of the
sales in this quarter being related to motion control systems and software.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 1996
Sales for the three month and six month period ended June 30, 1997 increased
16.8% and 43.7% to $299,005 and $675,593, respectively, compared to $256,071
and $470,018, for the three and six month periods ended June 30, 1996. The
gross profit percentage increased to 39.4% for the six month period ended June
30, 1997 as compared to 19.1% for the six month period ended June 30, 1996.
These improvements in Company performance are largely due to increased
software content in sales which lowers the cost of goods sold and reduced
computer hardware costs on delivered equipment.
The Company's administrative, marketing and general expenses increased by 8.0%
to $74,943 for the three month period ended June 30, 1997. The Company's
administrative, marketing and general expenses increased by 4.8% to $146,548
for the six month period ended June 30, 1997. This increase was primarily due
to higher travel and marketing expenses as more efforts were placed on
developing additional customers.
The Company had a bad debt expense of $16,500 for the three and six month
periods ended June 30, 1997 which was primarily responsible for the increase
in other expenses to $25,918 and $35,114, respectively.
The income from operations for the three and six month periods ended June 30,
1997 was $43,603 and $120,172, respectively, as compared with losses of
$17,197 and $49,914, respectively, for the three and six month periods ended
June 30, 1996.
Net income of $17,685 and $85,058 was provided for the three and six months
ended June 30, 1997, as compared to a net loss of $27,469 and $70,027 for the
three and six months ended June 30, 1996.
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LIQUIDITY AND CAPITAL RESOURCES
The Company has very limited funds to meet its working capital requirements.
To date the Company has been unable to obtain any bank financing and there is
no assurance that it will be available to the Company from any other sources.
On May 10, 1993, August 10, 1993, November 10, 1993, February 10, 1994, May
10, 1994 and August 10, 1994, payments totaling $45,500, $31,500, $42,000,
$63,000, $73,500 and $42,500, respectively, were due to the Internal Revenue
Service and various State taxing authorities pursuant to the bankruptcy
reorganization plan approved on April 8, 1991. As the Company required cash
for operating capital, payments were not made on the due date; however, a
payment of $45,500 was made on December 12, 1996 and the remaining payments
have been deferred as permitted in the Reorganization Plan. The Company has
had initial communications with the Internal Revenue Service regarding
settling its outstanding obligations, however, no agreement has been reached.
Net cash provided by operating activities was $148,555 for the first six
months of 1997 as compared to net cash provided by operating activities of
$69,517 for the comparable period in 1996. The increase in net cash provided
in 1997 was primarily due to the net income from operations as adjusted for
depreciation and amortization, of $88,161 less an increase in inventory of
$19,726, a decrease in accounts receivable of $36,680, an increase in accounts
payable and accrued expenses of $25,313 and an increase in accrued interest
payable totalling $18,114. The Company also used $4,107 in investing
activities for the purchase of property and equipment. The net cash provided
of $144,448 for the first six months of 1997 resulted in a cash balance of
$312,901 at June 30, 1997.
PART II - OTHER INFORMATION
NONE
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ORS AUTOMATION, INC.
(Registrant)
Date: August 7, 1997 /s/ Edward Kornstein
Edward Kornstein
President
(Principal Accounting Officer)
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the Unaudited Statements of Operations and Accumulated
Deficit for the Six Months Ended June 30, 1997 and the
Unaudited Balance Sheet at June 30, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 312,901
<SECURITIES> 0
<RECEIVABLES> 351,907
<ALLOWANCES> 16,500
<INVENTORY> 113,181
<CURRENT-ASSETS> 764,346
<PP&E> 317,106
<DEPRECIATION> 304,659
<TOTAL-ASSETS> 776,793
<CURRENT-LIABILITIES> 55,211
<BONDS> 0
0
10,000
<COMMON> 122,824
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 776,793
<SALES> 675,593
<TOTAL-REVENUES> 678,196
<CGS> 408,873
<TOTAL-COSTS> 555,421
<OTHER-EXPENSES> 3,103
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,114
<INCOME-PRETAX> 85,058
<INCOME-TAX> 85,058
<INCOME-CONTINUING> 85,058
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 85,058
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
