<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q / A - 1
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to
Commission File Number 0-11365
LASER PHOTONICS, INC.
(exact name of registrant as specified in it's charter)
Delaware 59-2058100
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12351 Research Parkway, Orlando, Florida 32826
- ---------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 281-4103
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N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (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 No X
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As of June 30, 1996, 5,538,583 shares of Common Stock, par value $.01 per
share, were outstanding.
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INDEX
Page
Number
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PART I FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Balance Sheets 3-4
as of June 30, 1996 (Unaudited) and December 31, 1995
Statements of Operations for the 5
Six Months ended June 30, 1996 (Unaudited)
Statements of Cash Flow for the 6
Six Months ended June 30, 1996 (Unaudited)
Notes to Condensed Financial Statements 7-8
Item 2. Management's Discussion and Analysis 9-10
of Financial Condition and Results of Operations
PART II OTHER INFORMATION
Exhibits and Reports of Form 8-K 11
SIGNATURES 12
2
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PART I FINANCIAL INFORMATION
Item I Financial Statements
LASER PHOTONICS, INC.
CONDENSED
BALANCE SHEETS
June 30, December 31,
1996 1995
-----------------------------
ASSETS (UNAUDITED)
CURRENT ASSETS
Cash and cash Equivalent $85,999 $61,087
Accounts Receivable - net $53,644 $256,370
Inventory $944,667 $855,866
Prepaid expenses $28,308 $24,201
-----------------------------
TOTAL CURRENT ASSETS $1,112,618 $1,197,524
PROPERTY, PLANT & EQUIPMENT $781,352 $775,627
Less accumulated depreciation ($290,375) ($162,892)
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NET FIXED $490,977 $612,735
OTHER ASSETS
Other $36,008 $36,008
Goodwill $3,476,292 $3,949,841
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TOTAL ASSETS $5,115,895 $5,796,108
=============================
3
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LASER PHOTONICS, INC.
CONDENSED
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
------------------------------
1996 1995
------------------------------
(UNAUDITED)
<S> <C> <C>
LIABILITIES & SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable $660,073 $507,331
Accrued warranty $56,307 $93,759
Accrued compensation and payroll withholdings $369,961 $395,876
Accrued expenses $759,785 $626,351
Current portion of long-term debt
and capital lease obligation $139,622 $609,932
------------------------------
TOTAL CURRENT LIABILITIES $1,985,748 $2,233,249
INTERCOMPANY LIABILITY $2,447,546 $1,935,611
LONG TERM DEBT $883,644 $941,395
SHAREHOLDERS EQUITY (DEFICIT)
Common stock $.01 par value, 10,000,000 shares
authorized: 5,538,583 shares issued
and outstanding at June 30, 1996.
5,000,000 shares outstanding in 1995. $55,386 $50,000
Additional paid-in-capital $3,279,924 $2,760,028
Deficit ($3,536,353) ($2,124,175)
------------------------------
$201,043 $685,853
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TOTAL LIABILITIES & SHAREHOLDERS EQUITY $5,115,895 $5,796,108
==============================
</TABLE>
4
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LASER PHOTONICS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30,1996 June 30,1996
<S> <C> <C>
Sales $1,382,314 $774,934
Cost of Sales $1,014,858 $585,286
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GROSS PROFIT $367,456 $189,648
Selling, general & administrative $1,073,927 $368,176
Research & development $148,349 $81,763
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INCOME FROM OPERATIONS ($854,820) ($260,291)
Interest expense - net $63,921 $48,415
Amortization $473,548 $236,788
Other $20,241 ($38,701)
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NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM ($1,412,530) ($506,793)
EXTRAORDINARY ITEM $0 $0.00
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NET INCOME (LOSS) ($1,412,530) ($506,793)
===========================================
Primary earnings per common share:
Income (loss) before extraordinary item ($0.26) ($0.09)
Extraordinary item $0.00 $0.00
-------------------------------------------
Net Income (Loss) ($0.26) ($0.09)
===========================================
Average Number of Shares 5,341,682 5,538,583
Fully dilutive earnings per common share:
Income (loss) before extraordinary item ($0.26) ($0.09)
Extraordinary item $0.00 $0.00
-------------------------------------------
Net Income (Loss) ($0.26) ($0.09)
===========================================
Average Number of Shares 5,341,682 5,538,583
</TABLE>
5
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LASER PHOTONICS, INC.
STATEMENTS OF CASH FLOW
(UNAUDITED)
Six months ended
June 30, 1996
OPERATING ACTIVITIES
Net income (loss) ($1,412,530)
Depreciation $127,483
Amortization $473,549
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Cash Flow - Operations ($811,498)
Changes in current assets $110,170
Changes in current liabilities ($247,501)
Changes in long-term liabilities ($57,751)
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Net from operating activities ($1,006,580)
Capital Expenditures ($5,725)
Intercompany - net ($511,935)
Equity $525,282
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Increase (Decrease) in cash ($998,958)
===============
Cash at beginning $61,087
Cash at end of quarter $85,999
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Cash Increase (Decrease) $24,912
===============
6
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NOTES TO CONDENSED FINANCIAL STATEMENTS
LASER PHOTONICS, INC.
June 30, 1996
1. CONDENSED FINANCIAL STATEMENTS
The condensed balance sheets as of June 30, 1996 and December 31, 1995, and the
related statements of operations and cash flow for the six months ended June
30, 1996 have been prepared by the Company, without audit. In the opinion of
management, the condensed financial statements contain all adjustments,
consisting of normal recurring accruals, necessary to present fairly the
financial position of Laser Photonics, Inc. at June 30, 1996 and the results of
operations and cash flow for the six months ended June 30, 1996.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's report on Form 10-K/A-1 for the year ended
December 31, 1995. Subsequent events occurring after that date have been
considered and disclosed where necessary in the revised Form 10-K and/or the
revised 10-Q filing as appropriate.
2. INVENTORIES
Inventories consist of the following:
June 30, December 31,
1996 1995
---------------------------------
Raw Materials $412,684 $477,456
Work in Process $334,349 $310,623
Finished Goods $197,634 $ 67,785
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$944,667 $855,864
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7
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3. PER SHARE AMOUNTS
Earnings per common share for 1996 are based on the weighted average number of
shares of Common Stock outstanding of 5,341,682.
Earnings per common share for 1995 are based on the weighted average number of
shares of Common Stock outstanding 5,510,465. During 1995 (5/23) shares were
reduced from 6,312,112 to 5,000,000.
4. INCOME TAXES
During the first quarter of 1996, the Company adopted FASB No. 109, "Accounting
for Income Taxes," where deferred income taxes are provided for temporary
differences between amounts reported for financial statement and income tax
purposes. The impact of adopting this statement will not be significant to the
Company. The Company has elected to reserve the benefits of net operating loss
carry-forwards. These benefits will be recognized when the Company returns to
profitable operations.
8
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Item 2 Management's Discussion and Analysis of Financial Condition
and results of Operations
Results of Operations
During the six months and three months ended June 30,1996, there was a
consolidated loss of $1,412,530 and $506,793. Laser Photonics subsidiary,
Acculase, was responsible for $894,257 and $252,947 respectively. Since
Acculase was not acquired until May 23,1995, there is no comparable data for
this period. Therefore, the following comments pertain to Laser Photonics
exclusive of Acculase.
For the six months and three months ended June 30, 1996, Laser Photonics had
net losses of $518,273 and $253,846 respectively. (Includes goodwill
amortization of $213,707 and $106,868 which are new charges due to fresh start
accounting). This compares to the 1995 six month and three month net income
totals of $4,780,848 and $5,254,502. The prior year included an extraordinary
gain in May due to debt forgiveness of $5,754,962.
For the six months and three months ended June 30,1996, there were operational
losses of $220,405 and $103,887 respectively. This compares to the 1995 periods
of $780,235 and $426,360 respectively. During 1996 there were operational
income improvements of $559,830 and $322,473 respectively.
Sales for the six months and three months periods decreased by approximately
$181,000 and increased approximately $92,000 respectively. The improvement in
the second quarter was accomplished by factoring our receivables to obtain cash
in order to finalize sales in process. Sales backlog as of June 30, 1996
totaled
Gross margins, as a percent of sales increased to 27% and 25% for the six month
and three month periods in 1996. During 1995 for the same six month and three
month periods, the margins were only 21% and 19% respectively.
Improvement was due to product selection, efficiencies as well as attaining a
97% direct cost relationship to sales as compared to 77% for 1995. More
accurate direct costing results in the above benefits as well as allocating
appropriate amounts to all items in process.
Sales and general and administrative expenses decreased by approximately
$504,000 and approximately $268,000 for the six month and three months ended
June 30, 1996 as compared to the comparable periods in 1995. This decrease is
due to labor reductions and expense controls.
Research and development expenses decreased by approximately $23,000 for the
six month period and increased by approximately $5,000 for the three month
period ending June 30, 1996 as compared to the comparable periods in 1995.
9
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Liquidity and Capital Resources
For the period ending June 30, 1996 the Company had cash and cash equivalents
of approximately $86,000 representing an increase of $25,000 from December 31,
1995. This increase is the result of the continued paydown of debt, and cash
used in excess of cash provided by operating activities and Acculase being
funded by Helionetics.
The Company failed to make timely payment of certain federal and state payroll
and withholding taxes during the period ended March 31, 1996. The Company has
entered into an agreement with the Internal Revenue Service which requires
certain scheduled payments to be made of the arrears of the federal amounts and
timely payment of current federal amounts.
The Company continues to suffer from deficiencies in available capital
resources. This is expected to be resolved due to:
1) Factoring agreement of $400,000 (completed)
2) Warrants exercised of $703,500 (in process)
3) Subsequent sales increased due to cash in 1 & 2 (above)
The Company will continue to have difficulty funding these current debt amounts
from its current cash flow. The Company's ability to finance its activities is
dependent on the Company increasing its production levels and/or obtaining
capital or a borrowing facility from external sources as listed above.
Funding for Acculase is the responsibility of the parent company, Helionetics,
Inc., through May, 1997.
10
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PART II. OTHER INFORMATION
Item 1 Legal Proceedings: See December 31, 1995 10-K
Item 2 Changes in Securities None
Item 3 Defaults Upon Senior Securities None
Item 4 Submission of Matters to Vote of
Security Holders None
Item 5 Other Information None
Item 6 Exhibits and Reports on Form 8-K
a) Exhibits None
b) Reports on Form 8-K None
11
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Signatures to Form 10-Q/A
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
LASER PHOTONICS, INC.
(Registrant)
Date: August 22, 1996 By: /s/ Steve Qualls
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Steve Qualls
Chief Executive Officer
Date: August 22, 1996 By: /s/ Robert Gibson
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Robert Gibson
Controller
