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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 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
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 August 6, 1999, 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/A
June 30, 1999
Page
Part I - Financial Information
Item 1. Financial Statements:
Unaudited Balance Sheet - June 30, 1999 3
Unaudited Statements of Operations and Accumulated
Deficit for the Three Months and Six Months
Ending June 30, 1999 and 1998. 4
Unaudited Statements of Cash Flows for the Six
Months Ending June 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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ORS AUTOMATION, INC.
UNAUDITED BALANCE SHEET
JUNE 30, 1999
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 139,847
Accounts receivable 487,934
Inventory, net 144,232
Prepaid expenses 2,351
-----------------
Total Current Assets 774,364
Property and Equipment, net 17,792
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TOTAL ASSETS $ 792,156
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 73,698
-----------------
Total Current Liabilities 73,698
Priority tax claims payable - interest 15,103
Priority tax claims payable - principal 12,650
Note Payable - related party 166,102
Accrued interest payable - related party 279,046
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Total Liabilities 546,599
Stockholders' Deficit:
Preferred stock 10,000
Common stock 122,824
Capital in excess of par value 24,914,163
Accumulated deficit (24,801,430)
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Total Stockholders' Equity 245,557
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 792,156
=================
</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, 1999 AND 1998
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Sales $ 301,027 $ 332,528 $ 609,224 $ 665,397
Cost of Goods Sold 192,810 200,908 377,296 403,327
----------- ----------- ----------- -----------
Gross Profit 108,217 131,620 231,928 262,070
Administrative, Marketing
and General Expenses 93,031 71,423 175,257 145,387
----------- ----------- ---------- -----------
Income From Operations 15,186 60,197 56,671 116,683
Other (Income) Expense:
Interest income (853) (2,929) (3,210) (5,956)
Interest expense 5,270 9,057 11,265 18,114
Deprecation and amortization 2,437 1,691 4,749 3,272
----------- ----------- ----------- -----------
Total Other (Income)
Expenses, net 6,854 7,819 12,804 15,430
----------- ------------ ----------- -----------
Income Before Provision
for Income Taxes 8,332 52,378 43,867 101,253
Provision for Income Taxes -- -- 4,500 --
----------- ------------ ----------- -----------
Net Income 8,332 52,378 39,367 101,253
Accumulated Deficit,
Beginning of Period (24,809,762) (25,036,178) (24,840,797) (25,085,053)
------------ ------------ ----------- ------------
Accumulated Deficit,
End of Period (24,801,430) (25,983,800) (24,801,430) (24,983,800)
============ ============ =========== ============
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
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ORS AUTOMATION, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 39,367 $ 101,253
Adjustments to reconcile net income to net
cash (used in) provided by operating
activities:
Depreciation and amortization 4,749 3,272
Cash provided by (used in) changes in:
Accounts receivable, net (127,295) (181,644)
Inventory, net (35,736) (43,816)
Prepaid expenses (69) 2,391
Accounts payable and accrued expenses 32,504 29,707
Accrued interest payable - related party 9,966 9,966
Priority tax claims payable - interest (68,499) 8,148
Priority tax claims payable - principal (166,927) --
Income taxes payable (23,500) --
----------- -----------
Net Cash Used In Operating Activities (335,440) (70,723)
Cash Flows From Investing Activities:
Purchase of property and equipment (2,746) (5,886)
Proceeds from sale of short-term investments 81,434 --
Net Cash Provided By (Used In) ---------- -----------
Investing Activities 78,688 (5,886)
---------- -----------
Net Decrease in Cash (256,752) (76,609)
Cash at Beginning of the Period 396,599 429,690
Cash at End of the Period $ 139,847 $ 353,081
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income taxes $ 28,018 $ 180
</TABLE>
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, 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 six
months ended June 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
June 30, 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 June 30, 1999,
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, 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
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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 91% of the total sales generated in the six months ending
June 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 is anticipated to be completed in the
next quarter. The effort to broaden our product base resulted in sales
of our machine controls systems and software comprising 8% of the sales
in the first half 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 been tested and are Year 2000 compliant. Internal
computer systems have been tested and no Year 2000 compliant problems
are foreseen at this time.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999
COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
Sales for the three month period ended June 30, 1999 decreased 9.5% to
$301,027 compared to $332,528 for the three month period ended June 30,
1998. Sales for the six month period ended June 30, 1999 decreased 8.4%
to $609,224 compared to $665,397 for the six month period ended June
30, 1998. This decrease was primarily due to the reduction in sales to
a major customer since its acquisition by a competitor and a delay in
integrating the previously delivered systems into new product lines.
Increased price pressure from customers on standard electronic
hardware, such as computer boards, cases, and memory, readily available
from other sources, resulted in gross profit percentages of 35.9% and
38.1%, respectively, for the three and six month periods ended June 30,
1999 as compared to 39.6% and 39.4%, respectively, for the three and
six month periods ended June 30, 1998.
The Company's administrative, marketing and general expenses increased
by 30.3% and 20.5% to $93,031 and $175,257, respectively, for the three
and six month periods ended June 30, 1999. This increase was primarily
due to increased staffing levels for research and development programs
and higher travel and marketing expenses as more efforts were placed on
developing new customers.
As a result of the foregoing, ORS' income from operations for the three
and six month periods ended June 30, 1999 decreased to $15,186 and
$56,671, respectively, as compared to $60,197 and $116,683,
respectively, for the three and six month periods ended June 30, 1998.
ORS' tax loss carryforward for the State of New Jersey expired in 1998
resulting in a $4,500 state tax obligation for the first six months of
1999, which further reduced net income to $39,367, or $0.00 per share,
for the six month period ended June 30, 1999 as compared to net income
of $101,253, or $0.00 per share, for the comparable period in 1998.
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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 $335,440 for the first six
months of 1999 as compared to net cash used in operating activities of
$70,723 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 $35,736 and an increase in accounts receivable of $127,295, less the
net income from operations as adjusted for depreciation and
amortization of $44,116. The net cash used in operating activities of
$335,440 and the $2,746 used for equipment purchases and the $81,434
proceeds resulting from converting short-term investments into cash
resulted in a cash balance of $139,847 at June 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
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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 10, 1999 /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, 1999 and the
Unaudited Balance Sheet at June 30, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 139,847
<SECURITIES> 0
<RECEIVABLES> 487,934
<ALLOWANCES> 0
<INVENTORY> 144,232
<CURRENT-ASSETS> 774,364
<PP&E> 339,765
<DEPRECIATION> 321,973
<TOTAL-ASSETS> 792,156
<CURRENT-LIABILITIES> 73,698
<BONDS> 472,901
0
10,000
<COMMON> 122,824
<OTHER-SE> 245,557
<TOTAL-LIABILITY-AND-EQUITY> 792,156
<SALES> 609,224
<TOTAL-REVENUES> 612,434
<CGS> 377,296
<TOTAL-COSTS> 552,553
<OTHER-EXPENSES> 4,749
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,265
<INCOME-PRETAX> 43,867
<INCOME-TAX> 39,367
<INCOME-CONTINUING> 39,367
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,367
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
