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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 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 March 31, 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
March 31, 1997
Page
Part I - Financial Information
Item 1. Financial Statements:
Unaudited Balance Sheet - March 31, 1997 3
Unaudited Statements of Operations and Accumulated
Deficit for the Three Months Ending
March 31, 1997 and 1996. 4
Unaudited Statements of Cash Flows for the Three
Months Ending March 31, 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
MARCH 31, 1997
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 184,396
Accounts receivable, net of allowance
for doubtful accounts of $18,860 423,794
Inventory - net 113,060
Prepaid expenses 4,348
--------
Total Current Assets 725,598
Property and Equipment, net 10,103
TOTAL ASSETS $ 735,701
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $ 40,861
-------
Total Current Liabilities 40,861
Priority tax claims payable - Interest 138,231
Priority tax claims payable - Principal 179,577
Note payable - related party 166,102
Accrued interest payable - related party 234,199
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Total Liabilities 758,970
Stockholders' Deficit:
Preferred stock 10,000
Common stock 122,824
Capital in excess of par value 24,914,163
Accumulated deficit (25,070,256)
------------
Total Stockholders' Deficit (23,269)
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TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 735,701
=============
</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 MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Sales $ 376,588 $ 213,947
Cost of Goods Sold 228,414 176,147
------- -------
Gross Profit 148,174 37,800
Administrative, Marketing and General
Expenses 71,605 70,517
-------- --------
Income (Loss) From Operations 76,569 (32,717)
Other (Income) Expense:
Interest income (1,201) (1,890)
Interest expense 9,057 10,090
Depreciation and amortization 1,340 1,641
Total Other (Income) Expense, --------- ---------
net 9,196 9,841
--------- ---------
Income (Loss) Before Provision for
Income Taxes 67,373 (42,558)
Provision for Income Taxes -- --
-------- ----------
Net Income (Loss) 67,373 (42,558)
Accumulated Deficit, Beginning
of Year $(25,137,629) $(25,191,743)
------------- --------------
Accumulated Deficit, End of Year $(25,070,256) $(25,234,301)
============= ==============
Income (Loss) Per Share
of Common Stock $ .00 $ (.00)
============ ==============
Weighted Average Number of
Common Shares Outstanding 20,082,443 20,047,763
============ ============
</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 THREE MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $ 67,373 $ (42,558)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
Depreciation and amortization 1,340 1,641
Cash provided by (used in) changes in:
Accounts receivable, net (51,707) 262,950
Inventory, net (19,605) (22,853)
Prepaid expenses (1,478) (1,831)
Accounts payable and accrued
expenses 10,963 (8,753)
Accrued interest payable-
priority tax claims 4,074 5,107
Accrued interest payable-
related party 4,983 4,983
-------- ---------
Net Cash Provided by (Used In)
Operating Activities 15,943 198,686
Cash Flows From Investing Activities:
Purchase of property and equipment --- (5,350)
Net Cash Used in Investing
Activities --- (5,350)
-------- --------
Net Increase in Cash 15,943 193,336
Cash at the Beginning of the Period 168,453 59,162
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Cash at the End of the Period $ 184,396 $ 252,489
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</TABLE>
Supplemental Disclosure of Cash Flow Information:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Cash paid during the period for
Interest $ -- $ --
Income taxes $ -- $ 297
</TABLE>
Supplemental Schedule of Noncash Investing and Finance
Activities:
Pursuant to the Plan of Reorganization, $45,000 of 5% convertible
debentures were converted into 6,003 shares of common stock
during the quarter ended March 31, 1996.
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
March 31, 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
ended March 31, 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 March 31, 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 March 31, 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 March 31, 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.
Note 4 - Reclassifications
Certain reclassifications have been made to the 1995
financial statements to conform with the 1996 financial statement
presentation.
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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 73% of the total sales generated in
the three months ending March 31, 1997. An effort to broaden the
Company's product base resulted in approximately 15% of the sales
in this quarter being related to motion control systems and
software.
RESULTS of OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997
COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996
Sales for the three month period ended March 31, 1997 increased
76% to $376,588 compared to $213,947 for the comparable period in
1996. In addition, the gross profit percentage increased to 39%
for the three month period ended March 31, 1997 as compared to
18% for the three month period ended March 31, 1996. This
increase was largely due to lower computer hardware and software
costs on delivered equipment as the sales volume increased.
The Company's administrative, marketing and general expenses
remained substantially the same at $71,605 for the three month
period ended March 31, 1997 as compared to $70,517 for the three
month period ended March 31, 1996.
The Company had income from operations for the three month period
ended March 31, 1997 of $76,569 as compared with a loss of
$32,717 for the three month period ended March 31, 1996. Net
income was $67,373, or 0.00 per share, for the three month period
ended March 31, 1997 as compared to a net loss of $42,558, or
0.00 per share, for the comparable period in 1996.
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LIQUIDITY AND CAPITAL RESOURCES
The Company has limited funds to meet its working capital
requirements. In the event that operations do not generate funds
sufficient to cover cash expenditures, the Company will need to
obtain capital from other sources, such as financial institutions
or investors. To date the Company has been unable to obtain any
bank financing and there is no assurance that if financing is
required, it will be available to the Company.
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 $15,943 for the
first three months of 1997 as compared to net cash provided by
operating activities of $198,686 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 $68,713 less an increase in inventory of
$19,605, an increase in accounts receivable of $51,707 and an
increase in accrued interest payable totalling $9,057. The
increase in accounts receivable and inventory was a result of
increased sales. The net cash provided of $15,943 for the first
three months of 1997 resulted in a cash balance of $184,396 at
March 31, 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: May 9, 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 Three Months Ended March 31, 1997 and the
Unaudited Balance Sheet at March 31, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 184,396
<SECURITIES> 0
<RECEIVABLES> 423,794
<ALLOWANCES> 0
<INVENTORY> 113,060
<CURRENT-ASSETS> 725,598
<PP&E> 312,999
<DEPRECIATION> 302,896
<TOTAL-ASSETS> 735,701
<CURRENT-LIABILITIES> 40,861
<BONDS> 0
0
10,000
<COMMON> 122,824
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 735,701
<SALES> 376,588
<TOTAL-REVENUES> 377,789
<CGS> 228,414
<TOTAL-COSTS> 309,076
<OTHER-EXPENSES> 1,340
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,057
<INCOME-PRETAX> 67,373
<INCOME-TAX> 67,373
<INCOME-CONTINUING> 67,373
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 67,373
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
