UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended June 30, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
For the transition period from to
Commission file number 2-89401
PHYSICIANS LASER SERVICES, INC. (f/k/a EX-CEL RESOURCES, INC.)
(Exact name of small business issuer as Specified in its Charter)
Delaware 13-3188137
(State of incorporation) (IRS identification no.)
3200 N. Federal Highway, Suite 226, Boca Raton, FL 33431
(Address of Principal Executive Office)
Registrant's telephone number, including area code:(561) 750-2300
P.O. Box 907, Boca Raton, FL 33429-0907
(Former address, if changed since last report)
Check whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 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 or No
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the Registrant 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 No .
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date: 5,347,150 shares as of June 30, 1996.<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SEE ATTACHED EXHIBIT
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation: N/A
(b) Management's Discussion and Analysis of Financial
Condition and Results of Operation - (1) Full Fiscal Years: The
Registrant has been dormant and has not conducted general business
operations for the 5 years preceding December 31, 1995. Commencing
in the last quarter of 1995, the Registrant commenced business
operations as a going concern through its subsidiary, Physicians
Laser Services of Florida, Inc. ("PLSF"), which was incorporated in
early February of 1995. Consequently, it is not possible to make
financial comparisons with previous years results. It should be
noted that the Registrant is a growth company.
(b)(2)(i) Liquidity: Based on unaudited second quarter
figures, the working capital deficit improved from a negative
$122,530 as of December 31, 1995 to a negative $72,596 as of June
30, 1996 (a decrease of $49,934 or approximately 41.0%). Retained
earnings as shown in the attached Balance Sheet contain $164,085 in
accumulated losses as shown on the EX-CEL Resources, Inc. Balance
Sheet contained in the Form 10Q from September 30, 1995. These
losses were generated by EX-CEL Resources, Inc. prior to the merger
with Physicians Laser Services, Inc. This negative figure continues
to impact current net worth figures. Net worth improved by $198,378
(or approximately 114%) from a negative $136,295 as of December 31,
1995 to a positive $62,083 as of June 30, 1996. Sales increased to
an average of $61,765 per month during fiscal year 1996 from an
average of $21,934 per month during fiscal year 1995, which
represents an average increase in sales of approximately 282% or
$39,831 per month.
(b)(2)(ii) Internal and external sources of liquidity: The
Registrant expects a major increase in liquidity for the balance of
1996, which will be generated by the exercise of options for the
purchase of 812,300 shares of its common stock (priced from $0.25
to $2.00 per share). These options have the potential to generate
$551,900 in additional equity, if all are exercised, and will
expire within the next 3 to 8 months.
Liquidity should also increase as a result of positive cash
flow from operations, which is expected to amount to $110,000 for
the 6 months ending December 31, 1996. This cash flow will be
generated by the two existing subsidiaries PLSF (Florida) and PLSC
(Connecticut), as well as three additional subsidiaries (New York,
Ohio and Virginia) for which Letters of Intent have been executed.
PLSF is expected to contribute $15,000 which includes a new route
which has begun to operate on Florida's west coast. PLSC is
expected to contribute $52,000. PLSNY (New York) is expected to
break even, Tri-State Laser Corp. (Ohio) is expected to contribute
$23,000 and Mobilase, Inc. (Virginia) is expected to contribute
$20,000. These revenue figures reflect the fact that the new
acquisitions will not be fully operational until the last quarter
of 1996. Revenues from this group of subsidiaries should exceed
$2.5 million in 1997, which does not take into account the
additional revenue which will be generated by the expected
acquisition of sclero (varicose vein) and hair removal lasers.
The Registrant expects an additional, major increase in
liquidity as a result of an Option Agreement signed on July 29,
1996 with a merchant banking firm in Vienna, Austria for the
purchase of 500,000 shares of the Registrant's 144 shares at a cost
of $2.00 per share. This option will expire on January 31, 1997.
The cost of initiating the new mobile laser route on
Florida's west coast is expected to be approximately $25,000. The
cash outlay required for PLSC is also expected to be approximately
$50,000. $50,000 in costs is also projected for each of the three
companies with whom Letters of Intent have been executed. The
sources of liquidity previously noted should be more than
sufficient to cover forecasted needs.
(b)(2)(iii) Material commitments for capital expenditures and
the expected sources for funds for such expenditures: Other than
as previously noted above, there are no additional material
commitments for capital expenditures expected.
(b)(2)(iv) Known trends, events or uncertainties that have had
or are reasonably expected to have a material impact on net sales
or revenues or income: The known trends, events or uncertainties
that Registrant reasonably expects to have a material favorable
impact on income include its plans to acquire other mobile laser
companies operating and located throughout the United States.
Through August of 1996, the Registrant has identified 10
acquisition candidates. The acquisitions are anticipated to be made
through the issuance of the Registrant's common stock (restricted
by S.E.C. rule 144) in exchange for the target laser company's
common stock.
In addition, the Registrant expects its revenues to increase
as more physicians are recruited as customers for the rental of its
mobile lasers in the Registrant's primary service area in south
Florida, and as physicians are recruited as customers for the
rental of its mobile lasers on Florida's west coast.
(b)(2)(v) Significant elements of income or loss that do not
arise from the Registrant's continuing operations: see (b)(2)(iv)
above.
(b)(2)(vi) Causes for any material changes from period to
period in one or more line items: None.
(b)(2)(vii) Seasonal aspects that had a material effect on the
financial condition or results of operations: None during the
reporting period to which this Form 10-QSB relates; however,
revenues during the summer season are traditionally lower in south
Florida than during the fall, winter and spring.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities.
NONE
Item 3. Defaults Upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information.
Letters of Intent for the following companies has been
executed, with the expectation that the purchase of these companies
will be completed on or before September 30, 1996 based on the
issuance of the Registrants common stock, which will be restricted
under S.E.C. rule 144:
Mobilase Inc. Orange, VA
PLSNY, Inc. West Lawrence, NY
Tri-State Laser Corp. Williamsburg, OH
From the period beginning April 1, 1996 and ending August
22,1996,the following shares of common stock have been issued from
the Registrant's treasury: 437,000 shares of unrestricted stock
under S.E.C. Rule S-8, which was filed on May 8, 1996, including
146,000 shares to officers and employees. 750,000 shares of
restricted stock under S.E.C. Rule 144 were issued to Don and Linda
Hunt for the acquisition of United Laser Services, Inc. of
Connecticut. 20,000 shares of restricted stock under S.E.C. Rule
144 were issued to employees, and 5,000 shares of restricted stock
was sold to a private investor at $1.75 per share.
Item 6. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Exhibit(s):
Quarterly unaudited financial statements
(b) Reports on Form 8-K:
NONE
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed in its name and on its behalf in the City of Boca Raton,
State of Florida on this 22nd day of August, 1996.
Physicians Laser Services, Inc.
f/k/a Ex-Cel Resources, Inc.
By:/s/ Raymond F. Stack, president<PAGE>
EXHIBIT A - UNAUDITED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
June 30, 1996
Current Assets:
Cash and cash equivalents $ 28,518
Accounts receivable 22,016
prepaid interest 32,985
Total current assets 83,519
Fixed assets, net of accumulated
depreciation of $37,433
$7,980 and $30,070 276,873
Other assets:
loans receivable - officer 47,259
Deferred interest expense 22,661
other 13,779
TOTAL ASSETS: $447,091
Current liabilities:
Accounts payable - trade $ 35,307
Current maturities of
long term debt $ 79,556
Current maturities of
capitalized leases 22,140
Payroll taxes payable 19,112
Total Current liabilities $156,115
Long Term Debts:
Long term debt, net of
current maturities 94,232
Long term capitalized leases
net of current maturities 131,661
Total Long Term Debts 225,893
Shareholders' Equity
Common stock 53,471
Paid in capital 180,651
Retained earnings (deficit) (172,039)
Total shareholders' equity 62,083
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $444,091<PAGE>
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1996
Revenues $201,867
Cost of Sales 71,510
Gross Profit 130,357
Operating expenses:
Marketing Expenses 6,772
General and Administrative expenses 152,556
Total operating expenses 159,328
Net (loss) from operations (28,971)
Other Expenses:
Interest expense 13,297
NET INCOME (LOSS) ($ 42,268)
Earnings (Loss) per share:
common shares issued and out 5,347,150
(Loss) per share ($0.015)
(Loss) per share fully diluted ($0.012)
