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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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, 2000, 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, 2000
Page
Part I - Financial Information
Item 1. Financial Statements:
Unaudited Balance Sheet - March 31, 2000 3
Unaudited Statements of Operations and Accumulated
Deficit for the Three Months Ended
March 31, 2000 and 1999. 4
Unaudited Statements of Cash Flows for the Three
Months Ended March 31, 2000 and 1999. 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, 2000
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 441,728
Accounts receivable 350,714
Inventory, net 194,103
Prepaid expenses 1,703
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Total Current Assets 988,248
Property and Equipment, net 12,015
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TOTAL ASSETS $ 1,000,263
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 49,731
Income taxes Payable 11,250
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Total Current Liabilities 60,981
Priority tax claims payable - interest 15,964
Priority tax claims payable - Principal 12,650
Note payable - related party 166,102
Accrued interest payable - related party 293,995
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Total Liabilities 549,692
Stockholders' Equity:
Preferred stock 10,000
Common stock 122,824
Capital in excess of par value 24,914,163
Accumulated deficit (24,596,416)
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Total Stockholders' Equity 450,571
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,000,263
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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 MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------- ------
<S> <C> <C>
Sales $ 410,286 $ 308,197
Cost of Goods Sold 235,009 184,486
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Gross Profit 175,277 123,711
Administrative, Marketing and General
Expenses 82,482 82,226
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Income From Operations 92,795 41,485
Other (Income) Expense:
Interest income (2,960) (2,357)
Interest expense 5,270 5,995
Depreciation and amortization 1,619 2,312
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Total Other Expense, net 3,929 5,950
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Income Before Provision for Income
Taxes 88,866 35,535
Provision for Income Taxes 9,250 4,500
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Net Income 79,616 31,035
Accumulated Deficit, Start of Period (24,676,032) (24,840,797)
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Accumulated Deficit, End of Period $(24,596,416) $(24,809,762)
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Income Per Share of Common Stock $ .01 $ .00
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Weighted Average Number of Common
Shares Outstanding 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 THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 79,616 $ 31,035
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,619 2,312
Cash provided by (used in) changes in:
Accounts receivable, net 186,751 (67,738)
Inventory, net (22,686) (33,875)
Prepaid expenses (29) 405
Accounts payable and accrued expenses 25,219 (1,531)
Priority tax claims payable-interest 287 (68,786)
Priority tax claims payable-principal -- (166,927)
Income taxes payable 9,250 4,500
Accrued interest payable-related party 4,983 4,983
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Net Cash Provided by (Used In)
Operating Activities 285,010 (295,622)
Cash Flows From Investing Activities:
Purchase of property and equipment -- (874)
Proceeds from sale of short-term
investments -- 81,434
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Net Cash Provided by (used in)
Investing Activities -- 80,560
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Net Increase (Decrease) in Cash 285,010 (215,062)
Cash at the Beginning of the Period 156,718 396,599
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Cash at the End of the Period $ 441,728 $ 181,537
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Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for
Interest $ -- $ --
Income taxes $ -- $ 232
</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 March 31, 2000 and
1999 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, 2000 and 1999 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, 1999.
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, 2000.
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, 2000, 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, 2000.
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.
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ORS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Our product development in 1999 instituted more artificial intelligence
in the vision algorithm setups. Using expert system rules-based
algorithms, a complete point and click setup wizard allows
optimized program settings without requiring vision system
expertise on the part of the end user. New vision algorithms were
and are continuing to be developed that can be implemented using
the latest high-speed microprocessors. These faster microprocessors
can now run complex vision algorithms in software that previously
would have to been implemented in dedicated hardware. This permits
rapid product customization to meet specific needs of customers.
The development is continuing in 2000 as ORS Automation, Inc.
("ORS") applies the most current available technology to our
product base.
The effort to broaden our customer and product base resulted in
engineering sales to new customers in the first three months of
2000, which ORS hopes to develop into product sales in the third
and fourth quarters of 2000.
Although our current products do not require date information for
operation, they have been tested and are Year 2000 compliant. As of
March 31, 2000, there has been no indication of any Year 2000
problems.
RESULTS of OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000
COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1999
Sales for the three month period ended March 31, 2000 increased 33%
to $410,286 compared to $308,197 for the comparable period in 1999.
This increase was primarily due to sales to a major customer in
anticipation of machine sales for a new product line being
introduced. As a result of improved efficiencies due to the higher
sales volume, our gross profit percentage increased to 43% for the
three month period ended March 31, 2000 as compared to 40% for the
comparable period in 1999.
ORS' administrative, marketing and general expenses remained
constant at about $82,000 for the three month period ended March
31, 2000 and the three month period ended March 31, 1999.
As a result of the foregoing, ORS' income from operations for the
three month period ended March 31, 2000 increased by 124% to
$92,795 as compared to $41,485 for the three month period ended
March 31, 1999. Other expenses and provisions for State of New
Jersey income taxes resulted in net income of $79,616 or $0.01 per
share for the first three months of 2000, which was a 157% increase
over the net income of $31,035, or $0.00 per share, for the three
month period ended March 31, 1999.
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LIQUIDITY AND CAPITAL RESOURCES
ORS has been able to meet its working capital requirements from
funds generated from operations. In the event that additional funds
are needed to expand operations, and existing operations do not
generate funds sufficient to cover the increased cash expenditures,
ORS 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.
Net cash provided by operating activities was $285,010 for the
first three months of 2000 as compared to net cash used in
operating activities of $295,622 for the comparable period in 1999.
The increase in net cash provided in 2000 was primarily due to net
income from operations as adjusted for depreciation and amortization of
$81,235, a decrease in accounts receivable of $186,751, an increase in
in accounts payable and accrued expenses of $25,219, offset by an
increase in inventory.
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 12, 2000 /s/ Edward Kornstein
Edward Kornstein
President
(Principal Accounting Officer)
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