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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: June 30, 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 July 28, 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
June 30, 2000
Page
Part I - Financial Information
Item 1. Financial Statements:
Unaudited Balance Sheet - June 30, 2000 3
Unaudited Statements of Operations and Accumulated
Deficit for the Three Months and Six Months
Ending June 30, 2000 and 1999. 4
Unaudited Statements of Cash Flows for the Six
Months Ending June 30, 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
JUNE 30, 2000
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 437,436
Accounts receivable 386,066
Inventory, net 169,643
Prepaid expenses 1,303
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Total Current Assets 994,448
Property and Equipment, net 10,396
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TOTAL ASSETS $ 1,004,844
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 34,446
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Total Current Liabilities 34,446
Priority tax claims payable - interest 16,251
Priority tax claims payable - principal 12,650
Note Payable - related party 166,102
Accrued interest payable - related party 298,978
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Total Liabilities 528,427
Stockholders' Deficit:
Preferred stock 10,000
Common stock 122,824
Capital in excess of par value 24,914,163
Accumulated deficit (24,570,570)
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Total Stockholders' Equity 476,417
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,004,844
==============
</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, 2000 AND 1999
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Sales $ 316,731 $ 301,027 $ 727,017 $ 609,224
Cost of Goods Sold 174,941 192,810 409,950 377,296
--------- ---------- ---------- ----------
Gross Profit 141,790 108,217 317,067 231,928
Administrative, Marketing
and General Expenses 112,806 93,031 195,288 175,257
--------- ---------- ---------- ----------
Income From Operations 28,984 15,186 121,779 56,671
Other (Income) Expense:
Interest income (6,349) (853) (9,309) (3,210)
Interest expense 5,270 5,270 10,540 11,265
Deprecation and
amortization 1,619 2,437 3,238 4,749
--------- ---------- ---------- ----------
Total Other (Income)
Expenses, net 540 6,854 4,469 12,804
--------- ---------- ---------- ---------
Income Before Provision
for Income Taxes 28,444 8,332 117,310 43,867
Provision for Income Taxes 2,598 -- 11,848 4,500
--------- ---------- ---------- ----------
Net Income $ 25,846 $ 8,332 $ 105,462 $ 39,367
========= ========== ========== ==========
Basic Earnings Per
Common Stock $ .00 $ .00 $ .01 $ .00
========= ========== ========== ==========
Common Shares Used in Company
Basic Earnings Per Common
Share 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, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 105,462 $ 39,367
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization 3,238 4,749
Cash provided by (used in) changes in:
Accounts receivable, net 151,399 (127,295)
Inventory, net 1,774 (35,736)
Prepaid expenses 371 (69)
Accounts payable and accrued expenses 7,235 32,504
Accrued interest payable - related party 9,966 9,966
Priority tax claims payable - interest 574 (68,499)
Priority tax claims payable - principal -- (166,927)
Income taxes payable 699 (23,500)
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Net Cash Provided by (Used in)
Operating Activities 280,718 (335,440)
Cash Flows From Investing Activities:
Purchase of property and equipment -- (2,746)
Proceeds from sale of short-term investments -- 81,434
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Net Cash Provided By (Used In) Investing Activities -- 78,688
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Net Increase (Decrease) in Cash 280,718 (256,752)
Cash at Beginning of the Period 156,718 396,599
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Cash at End of the Period $ 437,436 $ 139,847
========== =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income taxes $ 10,801 $ 28,018
</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, 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 and six
months ended June 30, 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
June 30, 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 June 30, 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 June 30, 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.
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
Product development to incorporate more artificial intelligence in the
vision algorithm setups continued as ORS Automation, Inc. ("ORS")
applies the most current available technology to our product base.
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 have been implemented in dedicated hardware. This permits rapid
product customization to meet specific needs of customers.
The effort to broaden our customer and product base resulted in
engineering sales of approximately $57,000 to new customers in the
first six months of 2000. Our goal is to realize product sales in
future quarters from these engineering services.
Although our current products do not require date information for
operation, they have been tested and are Year 2000 compliant. As of
June 30, 2000, there has been no indication of any Year 2000 compliance
issues with our products.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
Sales for the three month period ended June 30, 2000 increased 5% to
$316,731 compared to $301,027 for the three month period ended June 30,
1999. Sales for the six month period ended June 30, 2000 increased 19%
to $727,017, compared to $609,224 for the six month period ended June
30, 1999. This increase was primarily due to sales to a major customer
as they anticipate increased 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 45% and 44%,
respectively, for the three and six month periods ended June 30, 2000
as compared to 36% and 38%, respectively, for the comparable periods in
1999.
The Company's administrative, marketing and general expenses increased
by 21% and 11% to $112,806 and $195,288, respectively, for the three
and six month periods ended June 30, 2000. 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, 2000 increased to $28,984 and
$121,779, respectively, as compared to $15,186 and $56,671,
respectively, for the three and six month periods ended June 30, 1999.
Tax obligations were $2,598 and $11,848, respectively, for the first
three and six months of 2000. As a result of the foregoing, net income
rose to $25,846, or $0.00 per share, and $105,462, or $0.01 per share,
for the three and six month periods ended June 30, 2000 as compared to
net income of $8,332, or $0.00 per share, and $39,367, or $0.00 per
share, for the comparable periods in 1999.
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LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, ORS has sufficient funds to meet its current
working capital requirements. 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. There is no assurance that if financing is
required, it will be available to the Company, and, if it is available,
the Company could obtain reasonable terms for the financing.
Net cash provided by operating activities was $280,718 for the first
six months of 2000 as compared to net cash used in operating activities
of $335,440 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 $108,700, a decrease in
accounts receivable of $151,399, an increase in accounts payable and
accrued expenses of $7,235, and an increase in accrued interst payable
to a related party.
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. These statements are based on assumptions that we
believe are reasonable, but a number of factors could cause our actual
results to differ materially from those expressed or implied by these
statements. The Company does not intend to update these forward looking
statements.
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 11, 2000 /s/ Edward Kornstein
Edward Kornstein
President
(Principal Accounting Officer)
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