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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
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Commission File No. 0-13316
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LASER CORPORATION
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(Name of small business issuer in its charter)
Utah 87-0395567
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1832 South 3850 West, Salt Lake City, Utah 84104
- ------------------------------------------ ----------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 972-1311
-------------------------------
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on
which registered
(None) (None)
--------------------------- ------------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.05 per share
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
---
Issuer's revenues for its most recent fiscal year. $3,923,732
--------------------------
As of March 15, 1996, 672,098 shares of Common Stock were outstanding. The
aggregate market value of the shares held by non-affiliates of the registrant
(based upon the closing price of these shares on March 15, 1996, of $2.50 per
share) was approximately $1,088,458.
Documents Incorporated by Reference:
Proxy Statement for May 22, 1996 Annual Meeting of Shareholders which Registrant
intends to file pursuant to Regulation 14(A) by a date no later than 120 days
after December 31, 1995. If such definitive Proxy Statement is not filed in
that 120-day period, the information called for by Part III will be filed as an
amendment to this Form 10-KSB not later than the end of the 120-day period
(Part III of this report).
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PART I
ITEM 1. BUSINESS
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During 1995, Laser Corporation was engaged in the business of designing,
manufacturing, marketing and servicing of lasers and laser systems through its
wholly-owned subsidiary, American Laser Corporation ("American Laser").
Laser Corporation is a Utah corporation organized on January 12, 1983.
Unless the context indicates otherwise, all references to the "Company" include
Laser Corporation and its operating subsidiary, American Laser.
American Laser was incorporated in June 1970 and became a wholly-owned
subsidiary of Laser Corporation in August 1984. American Laser designs,
manufactures, markets and services lasers and related laser systems which are
primarily used by original equipment manufacturers ("OEM"). These manufacturers
incorporate the lasers and the laser sub-assemblies into products such as
ophthalmic and other medical instruments, semi-conductor manufacturing
equipment, high speed non-impact printers, entertainment and other applications.
On January 1, 1995 the Company sold its 80% interest in Pro Med Co. ("Pro
Med"), an emergency medical equipment and supplies distribution company. The
gain on this sale is reflected on the Company's 1995 financial statements.
The Company's 1995 Annual Meeting of Stockholders was held on May 19, 1995.
At that meeting, the slate of Directors proposed by the management of Laser
Corporation was elected.
Laser Products and Services
---------------------------
The word "laser" is an acronym for Light Amplification by Stimulated
Emission of Radiation. A laser is capable of generating an intense beam of
light at visible, infrared and ultraviolet wavelengths. Lasers are broadly
distinguished by whether their mediums are gas, liquid or solid. The laser's
medium determines the wavelength, power and other characteristics of the optical
radiation emitted. Lasers are also distinguished by their operational mode
(either continuous mode or pulsed mode) and the power of the beam emitted.
"Q-switching" or "mode-locking" allows the output and intensity of the laser to
be modulated to emit short, powerful bursts of laser light of greater energy
density than that emitted during continuous mode operation. Thus, the active
medium, operational mode and power determine the particular tasks lasers are
best able to perform.
The Company principally produces laser tubes filled with argon gas. A
mirror is placed at one end of the tube, and a partial mirror is placed at the
opposite end. An external power supply activates the argon gas within the tube
and causes the argon gas to produce light. The light reflects off the mirror at
one end of the tube and exits from the tube through the partial mirror at the
other end. Argon lasers may be used in medical, printing, entertainment,
scientific research and other applications. The Company also produces, to a
lesser extent, laser tubes filled with krypton and argon/krypton gas.
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The Company's lower powered air-cooled argon lasers are used in printing,
offset color photo processing, semi-conductor manufacturing, optical disk
manufacturing, research and other applications. The higher powered water-cooled
argon lasers are primarily used as components in laser-based ophthalmic and
other applications. The Company's argon/krypton lasers are primarily used in
diagnostic medicine.
The Company normally conducts quality tests on its laser systems prior to
their shipment. The Company's "Terms and Conditions of Sale" offer a standard
product warranty against defects in materials and workmanship for a period of
one year from the date of original shipment, although non-warranty terms or the
level of warranty coverage, as well as the warranty period, are subject to
negotiation. The three largest customers of the Company have modified warranty
terms and warranty periods which exceed one year. At December 31, 1995, the
reserve for anticipated warranty expenses for the laser products which had been
sold as of that date was $140,000, although no assurance can be given that this
reserve will be adequate to cover the actual warranty expenses. The lasers are
generally returned for service or repair to the Company at its Salt Lake City,
Utah, facility.
Service and repair typically entail the replacement, repair or
refurbishment of component parts comprising the laser products or
sub-assemblies.
Sales and Marketing
-------------------
Net sales of laser products for the year ended December 31, 1995 were
$3,809,710 as compared to $3,605,214 for the same period in 1994, an increase of
$204,496, or 6%. This increase resulted from a $508,243 increase in product
sales to Carl Zeiss and its subsidiaries, ("Carl Zeiss"), which was partially
offset by a $7,846 decrease in service sales to Rank Xerox in Europe, ("Xerox"),
a $194,876 decrease in product and service sales to Therma-Wave, Inc. (Therma-
Wave"), and a $101,025 decrease in product and service sales to all other
customers.
In November 1993, the Company signed a purchase contract with Carl Zeiss,
a major supplier of ophthalmic products. The contract provides a twelve month
rolling forecast of anticipated usage, although Carl Zeiss is only obligated to
purchase no more than the full quantity specified in the first three months of
the most current rolling forecast. The first month is fixed, the second month
may vary by as much as 20%, the third month may vary by as much as 40% and the
fourth through the twelfth months are only forecasts. Sales to Carl Zeiss for
the year ended December 31, 1995 were $1,654,868 as compared to $1,146,625 for
the same period in 1994, an increase of $508,243, or 44%.
Service sales to Xerox for the year ended December 31, 1995 were $400,154
as compared to $408,000 for the same period in 1994, a decrease of $7,846, or
2%.
Product and service sales to Therma-Wave for the year ended December 31,
1995 were $198,214 as compared to $393,090 for the same period in 1994, a
decrease of $194,876, or 50%.
Service sales is the term used internally by the Company for the repair
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and/or refurbishment of customer owned laser products. Such service sales are
generally completed in house. Recently, sales to Xerox and a majority of sales
to Therma-Wave have resulted from service sales on the model 60X and 60B laser,
respectively. Service sales to Xerox and Therma-Wave accounted for
approximately 14% and 17% of the Company's total net sales in 1995 and 1994,
respectively. For the year ended December 31, 1995, service sales to Xerox and
Therma-Wave totaled $531,688 as compared to $619,690 for the same period in
1994, a decrease of $88,002, or 14%. The Company believes that future Xerox
demand for its argon laser products and services may be minimal, and that the
future Therma-Wave demand for the Company's products and services may decline,
although management is unable to estimate such demand.
For many years, the Company has been and remains substantially dependent
upon a limited number of customers for sales of its laser products. The Company
believes that future sales of its laser products and sub-assemblies will depend
upon its ability to attract and maintain a variety of volume OEM customers
requiring its laser products. However, there can be no assurance that the
Company will be successful in these efforts, or that its competitors, customers
or others will not introduce products or technologies superior to those of the
Company or produce comparable products at lower prices, in which case the
Company's business could be adversely affected. In addition, rapid
technological advances made by competitors, customers, or others could make the
product lines obsolete. Also, overall customer demand for laser products and
sub-assemblies may decrease as a result their replacement by superior,
alternative, or lower cost products and technologies.
Other than with Carl Zeiss and Bio Rad Microscience Ltd. and its affiliates
("Bio Rad"), the Company has no other purchase contracts as customers typically
fulfill their requirements by placing purchase orders which are generally filled
and shipped within the customer's requested delivery schedule. The Company's
backlog of new products and service orders for laser systems as of December 31,
1995 was approximately $925,647, as compared to approximately $924,220 as of
December 31, 1994. Based on past experience, the Company anticipates that
substantially all of its unfilled orders for laser products will be delivered in
1996.
The Company typically bills its laser customers upon product shipment.
Payment on approved credit terms is generally due in 30 days after date of
shipment, but such terms can vary, especially in the case of foreign sales.
Collection of trade accounts receivable typically occurs within 45 to 90 days
after shipment.
Foreign Sales
-------------
The Company sells a majority of its laser products to customers in Europe
and other foreign countries. The Company's two largest customers for laser
products in 1995 were foreign customers. Carl Zeiss in Germany and Rank Xerox
in Europe accounted for approximately 43% and 11% respectively of the total
laser products sales during 1995. Total sales to all foreign customers
accounted for approximately 74% of the Company's total laser products sales.
(See Note 11 to Consolidated Financial Statements for further discussion).
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Manufacturing and Suppliers
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The Company relies upon unaffiliated suppliers for components used in the
fabrication of its laser products. For most components, the Company is not
dependent upon any one particular supplier and has not experienced significant
delays in obtaining components. Currently, certain components utilized in the
manufacture of the laser products are available from a single or limited number
of suppliers. The Company believes that its operations could be adversely
affected in the event that it is unable to obtain components on a timely basis
from these suppliers.
The Company maintains an inventory of laser components as well as a minimal
level of finished goods. The Company generally manufactures its products in
response to customer orders.
Net of inventory reserves, the Company's raw material inventory at December
31, 1995 was $744,886, work in process inventory was $423,291, and the remaining
$17,995 was finished goods inventory.
Competition
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The laser market is complex and fragmented as a result of the specialized
nature of laser products and the various applications required by purchasers of
lasers and laser systems. Rapid technological advances and intense competition
are characteristic of the laser industry. The Company is subject to the risk
that its competitors or customers may introduce technologies or products which
may make its products obsolete. The Company is also subject to the risk that
the products incorporating its lasers may become obsolete or may be redesigned,
eliminating the need for its products. The principal competitive factors are
technology, price, service, quality, performance and ability to meet customer
specifications. The Company believes that other domestic suppliers of argon,
argon/krypton and krypton lasers have greater technical and financial resources
than those of the Company.
The Company will continue to devote resources to develop new and improve
existing product lines. Future sales are in a large part dependent on the
success of the introduction of new or improved products and on its OEM
customers'abilities to remain competitive in the marketplace for the manufacture
and sale of laser-based products. The Company is and will continue to be
dependent on its ability to provide laser components meeting the specifications,
characteristics and prices required of it by its OEM customers.
There can be no assurance that the Company's customers or competitors will
not develop technology which could render the existing product lines obsolete.
If such technology were successfully developed, continued sales of the existing
laser products could rapidly diminish, and revenues derived from the laser field
would come primarily from the service of the Company's remaining in-field laser
products. Obsolescence and retirement of the equipment utilizing the Company's
products would, over time, substantially eliminate such service-based revenues.
Since the Company's revenues to date have primarily been derived from the
manufacture, sale and service of laser products, the ability to develop and
market competitive laser products will have a fundamental impact on operations
and the future direction.
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Patents, Licenses and Trade Secrets
-----------------------------------
Although the Company owns certain domestic patents relating to laser
technology, the Company believes that the ownership of patents is not essential
to its current operations.
The Company entered into a license agreement in March 1989 with Patlex
Corporation which requires the Company to pay royalties based on a percentage of
net sales of products covered by certain patents.
Government Regulation
---------------------
The Center for Devices and Radiological Health ("CDRH") of the United
States Food and Drug Administration is the Federal government body primarily
responsible for the regulation and administration of laser technology and
related products. The CDRH has issued laser radiation safety regulation which
require certain laser manufacturers and end users to file new product and annual
reports, to maintain sales records and quality control, to conduct proper
testing, and to incorporate certain design and operating features in lasers sold
to end users. Warning labels are required to be affixed to laser products, and
protective devices must be installed. CDRH is empowered to seek fines and other
remedies for violations of the regulatory requirements. The regulations
required generally do not apply to O.E.M. laser products which are incorporated
as components in laser-based end products. Certain of the Company's products
are required to comply with the emissions and immunity requirements set forth by
the European Community under the requirements of the EMC Directive (89/336/EEC).
The Company has received its certification of Compliance as required. There can
be no assurance the CDRH or any international governing agency will not enact
new regulations to which the Company will be subject.
Product Development
-------------------
The Company continues to be engaged in the development of laser products
and technologies. During 1995, the Company focused its efforts on adapting its
products to the specialized requirements of one OEM customer as well as to the
development of solid state laser technologies and potential products. To that
end, in 1995, the Company entered into a joint research and development
agreement with the University of Utah and the Center for Electronics Systems
Technology to develop the latest in solid state laser products providing visible
blue or green output. The Company spent $333,325 and $308,691 on research and
development activities in 1995 and 1994, respectively.
Insurance
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The Company does not have product liability insurance on its laser
products.
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Compliance with Environment Laws
--------------------------------
The costs and effects of compliance with environmental laws (federal,
state, and local) to and on the Company have been minimal.
Employees
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On December 31, 1995, the Company had 38 full-time equivalent employees: 4
in general and administrative services, 25 in manufacturing and support
services, 6 in Engineering and 3 in management and marketing.
ITEM 2. DESCRIPTION OF PROPERTIES
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The Company's administrative offices and primary assembly facilities for
its laser products are located in a building of approximately 46,000 square feet
in Salt Lake City, Utah, which is owned by Dr. William H. McMahan, a significant
shareholder and former Chairman, President and Chief Executive Officer of the
Company. The Company leases the building from Dr. McMahan pursuant to a lease
agreement which terminates on April 30, 1999. In 1995, the Company paid annual
base rent of $236,725.
The Company believes that the foregoing facilities are currently more than
adequate for its activities.
Item 3. LEGAL PROCEEDINGS
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There are no pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Not applicable.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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The Company's common stock trades on the NASDAQ Small-Cap Market tier of
the NASDAQ Stock Market under the symbol LSER. The following table sets forth
the prices for the periods as indicated. The high and low sales price are used
in reporting. Such quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.
High Low
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1995 First quarter 5 2 15/16
---- Second quarter 4 2 1/2
Third quarter 3 5/8 1 1/4
Fourth quarter 2 3/4 1 7/8
1994 First quarter 1 3/8 1 3/8
---- Second quarter 1 3/4 1 1/4
Third quarter 4 1 3/8
Fourth quarter 6 3/4 2 1/2
As of December 31, 1995 there were approximately 550 beneficial holders of
the Company's Common Stock.
The Company did not pay dividends on its common stock in 1995 and it does
not anticipate paying any dividends thereon in the foreseeable future.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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Results of Operations
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Net sales from operations, for the year ended December 31, 1995, were
$3,809,710 as compared to $3,605,214 in 1994, an increase of $204,496 or 6%.
This increase in net sales resulted from an increase in laser product sales to
the Company's largest customer, Carl Zeiss, totaling $508,243, which was
partially offset by decreases in products and service sales to Xerox totaling
$7,846, to Therma-Wave totaling $194,876 and to all other customers totaling
$101,025.
Sales to Carl Zeiss in 1995 were $1,654,868, or 43% of net sales as
compared to $1,146,625, or 32% of net sales in 1994. Sales to Xerox in 1995
were $400,154, or 11% of net sales compared to $408,000, or 11% of net sales in
1994. Sales to Therma-Wave in 1995 were $198,214, or 5% of net sales as compared
to $393,090, or 11% of net sales in 1994. The decrease of $101,025 in sales to
other customers was due to decreased demand for the Company's products and
service sales.
Cost of products sold as a proportion of Company net sales increased to 77%
in 1995 from 68% in 1994. This increase resulted primarily from increases in
material and labor costs and to a 1994 reduction in the Company's reserve for
obsolete inventory. Material and labor were 41% and 19%, respectively in 1995
as compared to 39% and 18%, respectively in 1994. The 1994 reduction in the
Company's reserve for obsolete inventory as a proportion of 1994 net sales was
6%.
Selling, general and administrative costs decreased from $727,430 in 1994
to $580,759 in 1995, a decrease of $146,671 or 20%. This decrease was primarily
a result of decreased legal, accounting and freight expenses and to a reduction
in the Company's bad debt expense.
Royalty expenses increased from $43,145 in 1994 to $56,596 in 1995 as a
result of increased laser products and service sales. Research and development
costs increased 8%, or $24,634 during 1995 as compared to 1994.
Interest income and other revenue increased from $60,824 in 1994 to
$114,022 in 1995. This increase was primarily due to interest income derived
from notes receivable from the sale of Pro Med which amounted to $55,665 in
interest income during 1995.
Net income from operations for 1995 was $13,651 as compared to a net income
of $110,822 in 1994, a decrease of $97,171. As previously discussed, the
decrease in net income resulted primarily from increased cost of products sold
which was partially offset by decreases in selling, general and administrative
expenses during 1995.
As a result of the sale of the discontinued operations subsidiary, Pro Med,
on January 1, 1995, there were no net sales from discontinued operations during
1995. Net sales for the year ended December 31, 1994 for Pro Med were
$12,061,645. Net income on the disposal of discontinued operations recognized
during 1995 was $53,111, net of tax expenses. Income from discontinued
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operations net of income tax expenses was $318,072 during 1994.
The Company has net operating loss carryforward for income tax purposes
totaling approximately $2,650,000 which expire in the years 2004 through 2008.
Liquidity and Capital Resources
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On December 31, 1995, the Company had working capital of $2,202,494
compared to $854,252 at December 31, 1994, an increase of $1,348,242, or 158%.
Cash equivalents at December 31, 1995 were $936,370 compared to a December 31,
1994 balance of $70,500 or an increase of $865,870, or 1228%. The Company's
working capital requirements have primarily been financed by internally
generated funds.
The working capital and cash equivalents increase was primarily a result of
the $1,000,000 cash deposit which was made at the time of the sale of Pro Med on
January 1, 1995. Additional contributions from the sale are being realized with
monthly promissory note payments of $16,121 which commenced on February 1, 1995
and will continue until the note receivable balances are paid off during the
first quarter of 1998. To a lesser extent, the increase is a result of the
elimination of interest costs associated with the servicing of the acquisition
notes payable.
Currently, the Company has no material commitments for capital
expenditures, and has not entered into any agreements for additional sources
of borrowing or capital.
ITEM 7. FINANCIAL STATEMENTS
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The response to this item is submitted in a separate section of this
report. See page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
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FINANCIAL DISCLOSURE
--------------------
There has been no reported disagreement on any matter of accounting
principles or material financial statement disclosures of a kind described in
Item 304 of Regulation S-B.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The information called for by this Item is incorporated by reference from
the Company's definitive Proxy Statement which involves the election of
Directors to be filed pursuant to Regulation 14A and which the Company intends
to file with the Securities and Exchange Commission not later than 120 days
after December 31, 1995, the end of the year covered by this Form 10-KSB. If
such definitive Proxy Statement is not filed with the Securities and Exchange
Commission within the 120-day period, the information called for by this Item
will be filed as an amendment to this Form 10-KSB under cover of Form 8 not
later than the end of the 120-day period.
ITEM 10. EXECUTIVE COMPENSATION
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The information called for by this Item is incorporated by reference from
the Company's definitive Proxy Statement which involves the election of
Directors to be filed pursuant to Regulation 14A and which the Company intends
to file with the Securities and Exchange Commission not later than 120 days
after December 31, 1995, the end of the year covered by this Form 10-KSB. If
such definitive Proxy Statement is not filed with the Securities and Exchange
Commission within the 120-day period, the information called for by this Item
will be filed as an amendment to this Form 10-KSB under cover of Form 8 not
later than the end of the 120-day period.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The information called for by this Item is incorporated by reference from
the Company's definitive Proxy Statement which involves the election of
Directors to be filed pursuant to Regulation 14A and which the Company intends
to file with the Securities and Exchange Commission not later than 120 days
after December 31, 1995, the end of the year covered by this Form 10-KSB. If
such definitive Proxy Statement is not filed with the Securities and Exchange
Commission within the 120-day period, the information called for by this Item
will be filed as an amendment to this Form 10-KSB under cover of Form 8 not
later than the end of the 120-day period.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The information called for by this Item is incorporated by reference from
the Company's definitive Proxy Statement which involves the election of
Directors to be filed pursuant to Regulation 14A and which the Company intends
to file with the Securities and Exchange Commission not later than 120 days
after December 31, 1995, the end of the year covered by this Form 10-KSB. If
such definitive Proxy Statement is not filed with the Securities and Exchange
Commission within the 120-day period, the information called for by this Item
will be filed as an amendment to this Form 10-KSB under cover of Form 8 not
later than the end of the 120-day period.
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PART IV
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
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(a) Exhibits
3 (i) - *Articles of Incorporation, as amended
4 (a) - *Specimen Stock Certificate
10 (a) - *Option Agreement among the Registrant, OCI and Dr.
McMahan
(b) - *Incentive Stock Option Plan
(c) - *Non-Statutory Stock Option Plan
(d) - *Lease Agreement between Dr. McMahan and American Laser
(Salt Lake City)
(e) - *Amendment to Lease Agreement between Dr. McMahan and
American Laser (Salt Lake City)
(f) - *Stock Purchase Agreement dated as of January 1, 1995
between Barrie Brewer, Brad Brewer and Jean Brewer and
Registrant.
(g) - *Stock Redemption Agreement dated as of January 1, 1995
between Pro Med Co. and Registrant.
21 - Statement re: Subsidiaries of the Registrant
__________________
* Previously filed and incorporated herein by reference
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LASER CORPORATION
By: /s/ B. Joyce Wickham Date March 27, 1996
----------------------------- ---------------------
B. Joyce Wickham
President & Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Date
------------- --------
/s/ B. Joyce Wickham March 27, 1996
- -------------------------------- ---------------------
B. Joyce Wickham
President and Chief Executive Officer
Treasurer and Director
/s/ Mark L. Ballard March 27, 1996
- -------------------------------- ---------------------
Mark L. Ballard
Vice President and Director
/s/ Reo K. Larsen March 27, 1996
- -------------------------------- ---------------------
Reo K. Larsen
General Accounting Manager
/s/ Rod O. Julander March 27, 1996
- -------------------------------- ---------------------
Rod O. Julander
Secretary and Director
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LASER CORPORATION AND SUBSIDIARIES
EXHIBIT 21 - STATEMENT RE: SUBSIDIARIES OF THE REGISTRANT
Subsidiary Place of Incorporation
-------------- ----------------------
American Laser Corporation Utah
Optical Computer Corporation (Discontinued) Utah
American Laser GmbH (Discontinued) Germany
NuvoMed, Inc. (Inactive) Utah
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LASER CORPORATION AND SUBSIDIARIES
December 31, 1995 and 1994
Financial Statements
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LASER CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements
Page
Independent auditors' report F-1
Consolidated balance sheet, December 31,
1995 and 1994 F-2
Consolidated statement of income for the
years ended December 31, 1995 and 1994 F-3
Consolidated statement of stockholders'
equity for the years ended December 31,
1995 and 1994 F-4
Consolidated statement of cash flows for
the years ended December 31, 1995 and 1994 F-5
Notes to consolidated financial statements F-7
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Laser Corporation
We have audited the accompanying consolidated balance sheet of Laser
Corporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Laser Corporation and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for the years
then ended, in conformity with generally accepted accounting principles.
February 29, 1996
F-1
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<TABLE>
LASER CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 1995 and 1994
1995 1994
ASSETS ---------- ----------
Current assets: <C> <C>
Cash and cash equivalents $ 936,370 $ 70,500
Receivables:
Trade accounts, less allowance for
doubtful accounts of $1,500 in
1995 and $25,000 in 1994 539,661 572,418
Other 4,241 -
---------- ----------
543,902 572,418
Inventories 1,186,172 996,838
Notes receivable - current portion 171,873 -
Other current assets 10,025 12,459
---------- ----------
Total current assets 2,848,342 1,652,215
---------- ----------
Equipment and leasehold improvements 1,937,914 1,916,545
Less accumulated depreciation and
amortization (1,676,807) (1,570,095)
---------- ----------
261,107 346,450
Notes receivable, less current portion 693,320 -
Net assets of discontinued operations - 1,912,867
Other assets 4,299 4,299
---------- ----------
$3,807,068 $3,915,831
========== ==========
<PAGE>
================================================================================
</TABLE>
<TABLE>
1995 1994
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities: <C> <C>
Accounts payable $ 336,955 $ 398,409
Accrued expenses 145,483 171,044
Accrued warranty expense 140,000 180,000
Income taxes payable - 10,000
Current portion of capital lease obligations 23,410 38,510
---------- ----------
Total current liabilities 645,848 797,963
Capital lease obligations, less current portion - 23,410
Commitments and contingencies - -
Stockholders' equity:
Common stock, $.05 par value authorized
2,000,000 shares, issued 682,098 shares 34,105 34,105
Additional paid-in capital 701,537 701,537
Retained earnings 2,525,578 2,458,816
Treasury stock, at cost (100,000) (100,000)
---------- ----------
Total stockholders' equity 3,161,220 3,094,458
---------- ----------
$3,807,068 $3,915,831
========== ==========
See accompanying notes to consolidated financial statements.
F-2
<PAGE>
================================================================================
</TABLE>
<TABLE>
LASER CORPORATION AND SUBSIDIARIES
Consolidated Statement of Income
Years Ended December 31, 1995 and 1994
1995 1994
---------- ----------
Revenues: <C> <C>
Net sales $3,809,710 $3,605,214
Interest and other income 114,022 60,824
---------- ----------
3,923,732 3,666,038
Cost and expenses:
Cost of products sold 2,930,652 2,458,195
Selling, general and administrative 580,759 727,430
Research and development 333,325 308,691
Royalties 56,596 43,145
Interest 8,549 14,755
---------- ----------
3,909,881 3,552,216
Income from continuing operations
before income taxes 13,851 113,822
Income tax expense - current 200 3,000
---------- ----------
Income from continuing operations 13,651 110,822
Discontinued operations:
Income from discontinued operations, net of
income tax expense of $7,000 for 1994 - 318,072
Income on disposal of discontinued operations,
net of income tax expense of $800 for 1995 53,111 -
---------- ----------
Net income $ 66,762 $ 428,894
========== ==========
Net income per share continuing operations $ .02 $ .16
Net income per share discontinued operations .08 .46
---------- ----------
$ .10 $ .62
========== ==========
Weighted average number of shares of common
and common equivalent shares outstanding 687,000 689,000
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
================================================================================
</TABLE>
<TABLE>
LASER CORPORATION AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
Years Ended December 31, 1995 and 1994
Additional
Common Stock Paid-In Retained Treasury Stock
Shares Amount Capital Earnings Shares Amount Total
Balance at
January 1, <C> <C> <C> <C> <C> <C> <C>
1994 672,098 $34,105 $701,537 $2,029,922 10,000 $(100,000) $2,665,564
Net income - - - 428,894 - - 428,894
------- ------- -------- ---------- ------ --------- ----------
Balance at
December
31, 1994 672,098 34,105 701,537 2,458,816 10,000 (100,000) 3,094,458
Net income - - - 66,762 - - 66,762
------- ------- -------- ---------- ------ --------- ----------
Balance at
December
31, 1995 672,098 $34,105 $701,537 $2,525,578 10,000 $(100,000) $3,161,220
======= ======= ======== ========== ====== ========= ==========
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
================================================================================
</TABLE>
<TABLE>
LASER CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
Years Ended December 31, 1995 and 1994
1995 1994
---------- ----------
Cash flows from operating activities: <C> <C>
Net income $ 66,762 $ 428,894
Less income from discontinued operations - (318,072)
Less income on disposal of discontinued operations (53,111) -
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 106,712 124,180
(Increase) decrease in:
Accounts receivable 28,516 (137,207)
Refundable income and value-added taxes - 71,691
Inventories (189,334) (50,162)
Other current assets 2,434 28,169
Other assets - 26,505
Increase (decrease) in:
Trade accounts payable and accrued expenses (87,015) (29,610)
Accrued warranty expense (40,000) 35,000
Income taxes payable (10,800) (90,000)
---------- ----------
Net cash from continuing operations (175,836) 89,388
Net cash from discontinued operations - (10,577)
Net cash provided by (used in) ---------- ----------
operating activities (175,836) 78,811
Cash flows from investing activities:
Purchases of property and equipment (21,369) (12,585)
Proceeds from note receivable 101,585 -
Cash from investing activities
- continuing operations 80,216 (12,585)
Cash from investing activities
- discontinued operations 1,000,000 (44,777)
Net cash provided by (used in) ---------- ----------
investing activities 1,080,216 (57,362)
F-5
<PAGE>
================================================================================
</TABLE>
<TABLE>
LASER CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows - Continued
1995 1994
---------- ----------
Cash flows from financing activities: <C> <C>
Payments on capital lease obligations (38,510) (36,006)
Cash from financing activities of
discontinued operations - (254,754)
Net cash (used in) ---------- ----------
financing activities (38,510) (290,760)
Increase (decrease) in cash and cash equivalents 865,870 (269,311)
Cash and cash equivalents, beginning of year 70,500 339,811
---------- ----------
Cash and cash equivalents, end of year $ 936,370 $ 70,500
========== ==========
Supplemental disclosure of noncash transactions
- -----------------------------------------------
During 1995, the Company sold its 80% owned subsidiary. As part of the
sale price the Company received notes receivable totaling $966,778 and
cancellation of notes payable to minority shareholders of Pro Med of $795,496.
Supplemental disclosures of cash flow information
- -------------------------------------------------
1995 1994
---------- ----------
Interest paid $ 8,549 $ 14,755
========== ==========
Income taxes paid $ 8,000 $ 600
========== ==========
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
(1) Significant Accounting Policies
- -----------------------------------
Principles of Consolidation and Description of Activity
-------------------------------------------------------
The consolidated financial statements include the accounts of Laser
Corporation (Laser) and its wholly-owned subsidiaries, American Laser
Corporation (American Laser) located in Salt Lake City, Utah, American
Laser GmbH (GmbH) which was located in Munich, Germany (effective October
15, 1993, operations were ceased), its majority-owned (-0- percent in 1995
and 80 percent in 1994-see note 2) subsidiary, Pro Med Co. (Pro Med)
headquartered in Murray, Utah, Optical Computer Corporation, and NuvoMed,
Inc. Results of Pro Med, which was sold effective January 1, 1995, have
been classified as discontinued operations. All significant intercompany
account balances and transactions have been eliminated in consolidation.
American Laser Corporation is engaged in designing, manufacturing,
marketing and servicing of laser systems.
Pro Med was engaged in the distribution of emergency medical equipment
and supplies.
Cash and Cash Equivalents
-------------------------
For purposes of the statements of cash flows, the Company considers
all highly liquid certificates of deposit with maturities of three months
or less to be cash equivalents.
Inventories
-----------
Inventories are valued at the lower of cost (first-in, first-out
method) or market value.
Equipment and Leasehold Improvements
------------------------------------
Equipment and leasehold improvements are recorded at cost.
Depreciation and amortization are calculated using the straight-line and
declining balance methods over the estimated useful lives or lease terms
of the assets as follows:
Equipment 3-10 years
Leasehold improvements 10 years
Goodwill
--------
Goodwill acquired in the acquisition of the majority interest of Pro
Med represented the excess of cost over fair value of net assets acquired
and was being amortized using the straight-line method over an estimated
life of 25 years. For purposes of financial statements presentation,
goodwill and the related accumulated amortization have been included in net
assets of discontinued operations.
F-7
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(1) Significant Accounting Policies - Continued
- -----------------------------------------------
Income Taxes
------------
Deferred income taxes are provided for temporary differences in
reporting income for financial statement and tax purposes arising primarily
from differences between financial reporting and income tax reporting in
the methods of accounting for depreciation of property and equipment,
accrued liabilities, asset and liability research.
Warranty Costs
--------------
The Company records the estimated cost of warranty obligations on
laser products at the time the related products are sold. There was no
warranty expense relating to the sale of emergency medical equipment as
the warranty was provided by the original manufacturer.
Net Income (Loss) Per Common and Common Equivalent Share
--------------------------------------------------------
Net income per common and common equivalent share is computed using
the weighted average number of common and common equivalent shares
outstanding. Common equivalent shares consist of the Company's common
stock issuable upon exercise of stock options, determined using the
treasury stock method. Fully diluted earnings per share is the same or not
materially different than primary earnings per share, and, accordingly, is
not presented.
Concentration of Credit Risk
----------------------------
The Company designs, manufactures, markets and provides service on
lasers and related laser systems which are primarily used by original
equipment manufacturers in both domestic and foreign markets. These laser
products are used in items such as printers, medical instruments,
entertainment products and other applications. The Company grants credit
in these markets without requiring collateral to substantially all its
customers.
Financial instruments which potentially subject the Company to
concentration of credit risk consist primarily of trade receivables. In
the normal course of business, the Company provides credit terms to its
customers. Accordingly, the Company performs ongoing credit evaluations
of its customers and maintains allowances for possible losses which, when
realized, have been within the range of management's expectations.
Accounting Estimates
--------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassifications
-----------------
Certain 1994 financial statement amounts have been reclassified to
conform to the 1995 presentations.
F-8
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(2) Discontinued Operations
- ----------------------------
On January 1, 1995, the Company entered into two agreements where it
sold its 80 percent ownership in Pro Med. One agreement is with the
minority shareholders of Pro Med wherein the Company sold them 31,726 shares
of Pro Med stock (approximately 40 percent of the Company's ownership). The
sales price was for $1,095,496 and consisted of a cash payment of $300,000
and cancellation of the note payable to the minority shareholders of Pro Med
which had a balance of $795,496 at December 31, 1994.
The Company sold its remaining 48,274 shares of Pro Med stock
(approximately 60 percent of the Company's ownership) and forgiveness of
an intercompany note for total proceeds of $1,666,778 to Pro Med. The
proceeds consisted of a $700,000 cash payment and notes receivable
aggregating in a balance of $966,778. Both notes receivable are secured
by the common stock of Pro Med and the personal guarantees of the minority
shareholders of Pro Med. The first note of $804,504 requires monthly
payments of $16,121 including interest at 7.5 percent per annum. The entire
remaining unpaid balance is due February 1, 1998. The second note of
$162,274 does not bear interest and is due January 1, 1998.
Sales applicable to discontinued operations were $12,061,645 for the
year ended December 31, 1994.
The sale of Pro Med resulted in a net gain after taxes of $53,111.
(3) Inventories
- ---------------
Inventories consist of the following at December 31, 1995 and 1994:
1995 1994
---------- ----------
Raw materials $ 744,886 $ 528,987
Work-in-process 423,291 414,648
Finished goods 17,995 53,203
---------- ----------
$1,186,172 $ 996,838
========== ==========
Inventories include a reserve for obsolete/excess inventory of
$190,000 and $206,000 at December 31, 1995 and 1994, respectively.
F-9
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(4) Equipment and Leasehold Improvements
- ----------------------------------------
Equipment and leasehold improvements consist of the following at
December 31, 1995 and 1994:
1995 1994
---------- ----------
Equipment $1,356,734 $1,336,194
Leasehold improvements 581,180 580,351
---------- ----------
1,937,914 1,916,545
Less accumulated depreciation
and amortization (1,676,807) (1,570,095)
---------- ----------
$ 261,107 $ 346,450
========== ==========
(5) Capital Leases
- ------------------
The Company leases engineering design and test equipment which have
been capitalized at $163,862 with related accumulated amortization of
$140,342 and $113,461 at December 31, 1995 and 1994, respectively. The
related amortization expense is included in depreciation expense for
financial statements purposes. The leases have terms ranging from 48 to
60 months and bear interest at various rates.
Future minimum payments under capital leases with initial terms of
one year or more consisted of the following at December 31, 1995:
1996 $ 24,709
Thereafter -0-
----------
24,709
Less amounts representing interest 1,299
Less current portion 23,410
----------
Total $ -0-
==========
F-10
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(6) Income Taxes
- ----------------
The provision for income taxes differs from the amount computed at
federal statutory rates as follows:
1995 1994
---------- ----------
Tax expense at statutory rates $ 11,000 $ 149,000
State income taxes 2,000 22,000
Changes in valuation allowance
for net operating loss (12,000) (161,000)
---------- ----------
Total expense $ 1,000 $ 10,000
========== ==========
Tax expense applicable
to continuing operations $ 200 $ 3,000
Tax expense applicable to
discontinued operations 800 7,000
---------- ----------
Total expense $ 1,000 $ 10,000
========== ==========
The principal components of the Company deferred tax balances are as
follows:
1995 1994
---------- ----------
Net operating loss carryforward $1,033,000 $1,210,000
Excess tax depreciation over
book depreciation (53,000) (75,000)
Inventory reserve 65,000 70,000
Warranty reserve 16,000 60,000
Other accruals 3,000 22,000
Bad debt reserve 1,000 8,000
Valuation allowance (1,065,000) (1,295,000)
---------- ----------
Net deferred tax assets and liabilities $ -0- $ -0-
========== ==========
The Company has net operating loss carryforwards for tax purposes of
approximately $2,650,000 at December 31, 1995 available to offset future
taxable income which expire in the years 2004 through 2008. Should a change
of more than 50 percent in the Company's ownership occur, any future
benefits from such carryforwards may be substantially lost.
F-11
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(7) Commitments and Contingencies
- ---------------------------------
Operating Leases
----------------
The Company's administrative offices and primary assembly facilities
for its laser products are located in a 46,000 square foot building in
Salt Lake City, Utah. The Company leases the building from a significant
shareholder, Dr. McMahan, pursuant to a lease agreement which terminates
on April 30, 1999. Under this lease, the Company paid rent of $236,725 in
1995 and 1994. Under the terms of this lease, a one time increase in
required rental payments may be made in 1996 to reflect the increase, if
any, in fair market rental value.
Future minimum payments under noncancellable operating leases with
initial terms of one year or more are as follows at December 31, 1995:
1996 $ 236,725
1997 236,725
1998 236,725
1999 78,908
----------
$ 789,083
==========
Royalty Agreement
-----------------
The Company is party to an agreement with Patlex Corporation which
requires the Company to pay royalties based on a percentage of net sales
of products covered by certain patents. Total royalty expense was $56,596
and $43,145 in 1995 and 1994, respectively.
Product Liability Insurance
---------------------------
American Laser does not have product liability insurance on its laser
products.
Employment Agreements
---------------------
The Company has employment agreements with its President and Chief
Executive Officer and with its Vice President. These agreements have a
three year term with automatic renewals for additional terms of equal
length unless terminated by either party. The agreements also provide for
twelve and eleven month, respectively, of severance benefits at the time
of termination unless termination is for cause, lack of performance,
resignation or by reason of death.
F-12
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(8) Stock Plans and Options
- ---------------------------
In January 1985, the Company adopted a stock bonus plan whereby 50,000
shares of the Company's common stock have been reserved for ultimate
issuance to qualified employees. The Company's Board of Directors has
complete discretion as to which employees qualify, the number of shares to
be granted and any restrictions to be placed upon such shares. No more
than 1,000 shares may be granted to any one employees during any fiscal
year.
The Company has an incentive stock option plan and a non-qualified
stock option plan whereby an aggregate of 100,000 shares, or 50,000 shares
for each plan, of the Company's unissued and restricted common stock was
reserved for ultimate issuance to selected employees. The Stock Option
Committee of the Board of Directors administers both plans and has
discretion to determine the terms of options granted under each plan. Such
terms include the exercise price of each option, the number of shares
subject to each option, and the exercisability of such options. Options
under the incentive plan must be granted at the fair market value on the
date of grant except that the option price must be one hundred ten percent
(110%) of such fair market value if the optionee owns more than ten percent
(10%) of the outstanding common stock. The aggregate fair market value of
the shares issuable on exercise of options granted to any employee in a
calandar year may not exceed $20,000 plus certain carry over allowances.
Options under the non-statutory plan must be granted at a price equal to at
least the fair market value of the shares on the date of grant. For either
plan, no more than 20 percent of the shares under option may be exercised
during the first year following the date of grant, and options expire five
years from the date of grant. The incentive plan and the non- qualified
plan, as amended on May 21, 1993, expire on June 30, 1998.
On September 10, 1992, the Board of Directors reinstated a non-employee
director option plan whereby an aggregate total of 60,000 shares of the
Company's unissued or reacquired common stock may be issued to outside
directors effective May 29, 1992. Beginning June 1, 1992, outside directors
were granted a five-year option to purchase 2,000 shares of common stock at
the end of each six months of service. On June 1, 1993, the plan was
amended to change the method of calculating the exercise price to that of
the employee's Incentive Stock Option.
F-13
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(8) Stock Plans and Options - Continued
- ---------------------------------------
A schedule of the stock options issued under the various stock option
plans that are outstanding at December 31, 1995 are as follows:
Grant Number Option Expiration
Date of Shares Price Date
---------- --------- ------- ---------------
June, 1992 5,500 $2.19 June, 1997
December, 1992 5,500 1.92 December, 1997
June, 1993 6,000 3.03 June, 1998
December, 1993 6,000 1.50 December, 1998
June, 1994 8,000 1.43 June, 1999
December, 1994 8,000 5.13 December, 1999
June, 1995 9,500 3.625 June, 2000
December, 1995 9,500 2.375 December, 2000
-------
Total 58,000
=======
No stock options have been exercised as of December 31, 1995.
(9) Profit Sharing Plans
- ------------------------
In January, 1990, American Laser adopted a 401(k) retirements savings
and profit sharing plan. All full-time employees of American Laser who
are at least 21 years of age and have a minimum of three months of service
with American Laser are eligible to participate. The plan contains a
matching contribution which is at American Laser's discretion and is limited
to two percent of the applicable employee's salary. No matching
contributions were made during 1995 and 1994.
(10) Related Party Transactions
- -------------------------------
The Company has a lease agreement with Dr. William H. McMahan, a
significant shareholder and former Chairman, President and Chief Executive
Officer of the Company, which is described in note 7.
The Company has an employment agreement with its President and Chief
Executive Officer and Vice President as described in note 7.
The Company at December 31, 1995, has notes receivable from its former
subsidiary and officers of its former subsidiary aggregating in the amount
of $865,193 (which are described in note 2).
F-14
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(11) Export Sales and Sales to Major Customers
- ------------------------------------------------
The Company's sales as reported includes export sales to the following
countries for the years 1995 and 1994, respectively, in the following
amounts:
1995 1994
---------- ----------
Germany $1,696,591 $1,038,240
Netherlands 400,154 408,000
France 198,055 184,493
England 143,074 47,275
Greece 122,687 163,234
Italy 68,218 182,632
Argentina 28,350 47,174
Taiwan 23,200 9,800
Mexico 19,462 14,166
Switzerland 18,656 62,121
Hungary 16,700 -0-
Canada 16,416 6,960
Korea 12,400 26,422
Spain -0- 104,549
Portugal -0- 32,488
Other countries 36,772 53,301
---------- ----------
$2,800,735 $2,380,855
========== ==========
Combined domestic and foreign sales and service of lasers to the
Company's major customers are as follows:
Major Customers 1995 1994
--------------- ---------- ----------
Carl Zeiss $1,654,868 $1,146,625
Xerox 400,154 408,000
Therma-Wave 198,214 393,090
No other single customer of the Company accounted for more than 10
percent of the Company's net laser product sales during 1995 or 1994.
F-15
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Continued
(12) Recent Accounting Pronouncement
- --------------------------------------
The financial Accounting Standards Board has issued Statements of
Financial Accounting Standard Statement No. 121, "Accounting for Long Lived
Assets" and No. 123 "Accounting and Disclosure of Stock-Based Compensation,"
Statement No. 121 is effective for years beginning after December 15, 1995.
The effect of adoption of Statement No. 121 will not have a material effect
on the Company's financial statements. Statement No. 123 is effective for
awards granted after December 31, 1994, and has required financial
presentation for years beginning after December 15, 1995. The effect of
adoption of Statement 123 will not have a material effect on the Company's
financial statement.
F-16
<PAGE>
================================================================================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LASER
CORPORATION AND SUBSIDIARIES DECEMBER 31, 1995 FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000740726
<NAME> LASER CORP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 936,370
<SECURITIES> 0
<RECEIVABLES> 1,238,722
<ALLOWANCES> 1,500
<INVENTORY> 1,186,172
<CURRENT-ASSETS> 2,848,342
<PP&E> 1,937,914
<DEPRECIATION> 1,676,807
<TOTAL-ASSETS> 3,807,068
<CURRENT-LIABILITIES> 645,848
<BONDS> 0
0
0
<COMMON> 34,105
<OTHER-SE> 3,127,115
<TOTAL-LIABILITY-AND-EQUITY> 3,807,068
<SALES> 3,809,710
<TOTAL-REVENUES> 3,923,732
<CGS> 2,930,652
<TOTAL-COSTS> 3,901,332
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,549
<INCOME-PRETAX> 13,851
<INCOME-TAX> 200
<INCOME-CONTINUING> 13,651
<DISCONTINUED> 53,111
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,762
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
