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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 September 30, 1999
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 identification No.)
incorporation or organization)
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 October 29, 1999, 8,082,443 shares of the registrant's 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
September 30, 1999
Page
Part I - Financial Information
Item 1. Financial Statements:
Unaudited Balance Sheet - September 30, 1999 3
Unaudited Statements of Operations and Accumulated
Deficit for the Three and Nine Months
Ending September 30, 1999 and 1998. 4
Unaudited Statements of Cash Flows for the Nine
Months Ending September 30, 1999 and 1998. 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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PART I FINANCIAL STATEMENTS
ORS AUTOMATION, INC.
UNAUDITED BALANCE SHEET
SEPTEMBER 30, 1999
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 217,360
Accounts receivable 475,913
Inventory, net 154,812
Prepaid expenses 1,040
--------------
Total Current Assets 849,125
Property and Equipment, net 16,146
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TOTAL ASSETS $ 865,271
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 91,687
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Total Current Liabilities 91,687
Priority tax claims payable - interest 15,390
Priority tax claims payable - principal 12,650
Note Payable - related party 166,102
Accrued interest payable - related party 284,029
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Total Liabilities 569,858
Stockholders' Equity:
Preferred stock 10,000
Common stock 122,824
Capital in excess of par value 24,914,163
Accumulated deficit (24,751,574)
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Total Stockholders' Equity 295,413
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 865,271
=============
</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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Sales $ 381,153 $ 247,870 $ 990,377 $ 913,267
Cost of Goods Sold 238,865 177,018 616,161 580,345
----------- ----------- ----------- -----------
Gross Profit 142,288 70,852 374,216 32,922
Administrative, Marketing
and General Expenses 81,888 67,654 257,145 213,041
----------- ----------- ---------- -----------
Income From Operations 60,400 3,198 117,071 119,881
Other (Income) Expense:
Interest income (1,739) (5,433) (4,949) (11,389)
Interest expense 5,270 9,057 16,535 27,171
Deprecation and amortization 2,513 2,807 7,262 6,079
----------- ----------- ----------- -----------
Total Other (Income)
Expenses, net 6,044 6,431 18,848 21,861
----------- ------------ ----------- -----------
Income (Loss) Before Provision
for Income Taxes 54,356 (3,233) 98,223 98,020
Provision for Income Taxes 4,500 -- 9,000 --
----------- ------------ ----------- -----------
Net Income (Loss) 49,856 (3,233) 89,223 98,020
Accumulated Deficit,
Beginning of Period (24,801,430) (24,983,800) (24,840,797) (25,085,083)
------------ ------------ ----------- ------------
Accumulated Deficit,
End of Period (24,751,574) (24,987,033) (24,751,574) (24,987,033)
============ ============ =========== ============
Income per share of
common stock $ .00 $ .00 $ .00 $ .00
=========== =========== ============ ============
Weighted Average Number
of Common Shares
Outstanding 20,082,443 20,082,443 20,082,443 20,082,443
=========== =========== =========== ===========
</TABLE>
The Notes to Financial Statements are an integral part of this statement
4
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ORS AUTOMATION, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 89,223 $ 98,020
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 7,262 6,079
Cash provided by (used in) changes in:
Accounts receivable, net (115,274) (71,005)
Inventory, net (46,316) (32,011)
Prepaid expenses 1,242 2,918
Accounts payable and accrued expenses 50,493 1,819
Accrued interest payable - related party 14,949 14,949
Priority tax claims payable - interest (68,212) 12,222
Priority tax claims payable - principal (166,927) --
Income taxes payable (23,500) --
---------- ---------
Net Cash Used In Operating Activities (257,060) 32,991
Cash Flows From Investing Activities:
Purchase of property and equipment (3,613) (17,028)
Proceeds from sale of short-term investments 81,434 --
Net Cash Provided By (Used In) ----------- ----------
Investing Activities 77,821 (17,028)
----------- ----------
Net (Decrease) Increase in Cash (179,239) 15,963
Cash at Beginning of the Period 396,599 429,690
------------- ------------
Cash at End of the Period $ 217,360 $ 445,653
============= ============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 725 $ --
Income taxes $ 23,018 $ 485
</TABLE>
The Notes to Financial Statements are an integral part of this statement
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<PAGE> 6 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 September 30, 1999 and 1998 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
nine months ended September 30, 1999 and 1998 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, 1998.
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 October 29, 1999.
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 October
29, 1998, 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 October 29, 1999.
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
6
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ORS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
In 1996 and 1997, major product development efforts resulted in new "Windows
95" (TM) based vision systems which accounted for approximately 86% of the
total sales generated in the nine months ending September 30, 1999. In 1998,
product development commenced on "Windows NT" (TM) operating systems with the
first delivery of a system in the fourth quarter of 1998. This development is
continuing in 1999 as ORS Automation, Inc. ("ORS") continues to apply the most
current available technology to our product base. A development program to
upgrade our machine control systems and software to a 32 bit Object Module
structure has been undertaken and completion was anticipated in this quarter.
However, due to ORS focusing more of its resources on marketing efforts, the
completion of this program is anticipated not to occur until the first or
second quarter of 2000. The effort to broaden our product base resulted in
sales of our machine controls systems and software comprising approximately
12% of the sales in the first nine months of 1999. ("Windows 95" and "Windows
NT" are trademarks of the Microsoft Corporation)
Although our current products do not require date information for operation,
they have passed the American Megatrends Incorporated Year 2000 Diagnostic
Utility test (AMI2000 Version 3.0). No Year 2000 compliant problems are
foreseen at this time.
RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
Sales for the three month and nine month periods ended September 30, 1999
increased 53.8% and 8.4% to $381,153 and $990,377, respectively, as compared
to $247,870 and $913,267, respectively, for the comparable periods in 1998.
This increase in sales revenue was due to the increase in demand for machine
vision assemblies from the Company's principal customer who is introducing a
new product line of machines utilizing these assemblies.
The gross profit percentage increased to 37.8% for the nine month period ended
September 30, 1999 as compared to 36.5% for the nine month period ended
September 30, 1998. The gross profit percentage for the three months ended
September 30, 1999 increased to 37.3% as compared to 28.6% for the three
months ended September 30, 1998.
The Company's administrative, marketing and general expenses increased by 21%
to $81,888 from $67,654 and to $257,145 from $213,041, respectively, for the
three and nine month periods ended September 30, 1999. This increase was
primarily due to the addition of new personnel in engineering development and
marketing as sales revenues increased.
The income from operations for the three and nine month periods ended
September 30, 1999 was $60,400 and $117,071, respectively, as compared with
income of $3,198 and 119,881, respectively, for the three and nine month
periods ended September 30, 1998.
The Company had interest income of $1,739 and $4,949, respectively, for the
three and nine months ended September 30, 1999 as compared to interest income
of $5,433 and $11,389 for the comparable periods in 1998. This decrease in
interest income was a result of ORS using $236,000 from interest bearing
accounts to settle Internal Revenue Service tax obligations.
7
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The Company had net income of $54,356 and $98,223, respectively, for the three
and nine months ended September 30, 1999, as compared to net loss of $3,233
and net income of $98,020, respectively, for the three and nine months ended
September 30, 1998. ORS' tax loss carryforward for the State of New Jersey
expired in 1998 resulting in a $9,000 state tax obligation for the first nine
months of 1999, which further reduced net income to $89,223, or $0.00 per
share, for the nine month period ended September 30, 1999 as compared to net
income of $98,020, or $0.00 per share, for the comparable period in 1998. Net
income after provision for taxes for the three months ended September 30, 1999
was $49,856 as compared to net loss of $3,233 for the comparable three month
period in 1998.
LIQUIDITY AND CAPITAL RESOURCES
ORS 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 we have 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 February 1, 1999, the Internal Revenue Service accepted ORS' Offer in
Compromise relating to priority tax claims that were set forth in ORS' Plan of
Reorganization under Chapter 11 of the United States Bankruptcy Code dated
April 18, 1991 ("Reorganization Plan"). On February 10, 1999, ORS paid
$236,000 to the Internal Revenue Service to settle its priority tax claims
including all interest and penalty considerations.
Net cash used in operating activities was $257,060 for the first nine months
of 1999 as compared to net cash provided by operating activities of $32,991
for the comparable period in 1998. The increase in net cash used in 1999 was
primarily due to the payment of $236,000 to the Internal Revenue Service as
described above, an increase in inventory of $46,316 and an increase in
accounts receivable of $115,274, less the net income from operations as
adjusted for depreciation and amortization of $96,485. The net cash used in
operating activities of $257,060 and the $3,613 used for equipment purchases
and the $81,434 proceeds resulting from converting short-term investments into
cash resulted in a cash balance of $217,360 at September 30, 1999.
Statements on this Quarterly Report on Form 10-QSB Which expresses that the
Company "believes", "anticipates", or "plans to ...", as well as other
statements that are not historical fact, are forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Actual
events may differ materially as a result of risks and uncertainties.
PART II - OTHER INFORMATION
NONE
8
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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: November 12, 1999 /s/ Edward Kornstein
Edward Kornstein
President
(Treasurer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the Unaudited Statements of Operations and Accumulated
Deficit for the Nine Months Ended September 30, 1999 and the
Unaudited Balance Sheet at September 30, 1999 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 217,360
<SECURITIES> 0
<RECEIVABLES> 475,913
<ALLOWANCES> 0
<INVENTORY> 154,812
<CURRENT-ASSETS> 849,125
<PP&E> 340,631
<DEPRECIATION> 324,485
<TOTAL-ASSETS> 865,271
<CURRENT-LIABILITIES> 91,687
<BONDS> 478,171
0
10,000
<COMMON> 122,824
<OTHER-SE> 295,413
<TOTAL-LIABILITY-AND-EQUITY> 865,271
<SALES> 990,377
<TOTAL-REVENUES> 995,326
<CGS> 616,161
<TOTAL-COSTS> 873,306
<OTHER-EXPENSES> 7,262
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,535
<INCOME-PRETAX> 98,223
<INCOME-TAX> 89,223
<INCOME-CONTINUING> 89,223
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89,223
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
