THIS DOCUMENT IS THE SUBMISSION OF FORM 10QSB AND CONTAINS THE QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999.
<PAGE>
================================================================================
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the quarterly period ended June 30, 1999
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- --------------
Commission File Number 0-13316
LASER CORPORATION
------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Utah 87-0395567
------------------------------- -------------------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
2417 South 3850 West
Salt Lake City, UT 84120
------------------------------- -------------------------------
(Address of principal (Zip Code)
executive office)
(801) 972-1311
------------------------------------------------------------------
(Issuer's telephone number, including area code)
Not Applicable
------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
----- -----
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, .05 Par Value -- 1,408,788 shares as of Aug. 13, 1999
<PAGE>
================================================================================
INDEX
LASER CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
- ------- ---------------------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - June 30, 1999 and December 31, 1998.
Consolidated Statements of Operations - Three months ended June 30,
1999 and 1998; Six months ended June 30, 1999 and 1998
Consolidated Statements of Cash Flows - Six months ended June 30,
1999 and 1998.
Notes to Consolidated Financial Statements - June 30, 1999.
Item 2. Management's Discussion and Analysis.
PART II. OTHER INFORMATION
- -------- -----------------
Item 4. Submission of Matters to a Vote of Security Holders
SIGNATURES
- ----------
Page 2 of 13
<PAGE>
================================================================================
PART I. FINANCIAL INFORMATION
Item 1.
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
ASSETS 1999 1998
Unaudited
CURRENT ASSETS ----------- -----------
Cash and cash equivalents $ 140,084 $ 531,734
Receivables 365,736 319,091
Inventories 835,558 967,722
Other current assets 48,050 72,733
----------- -----------
Total Current Assets 1,389,428 1,891,280
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment 1,663,379 1,591,972
Leasehold improvements 86,203 641,692
----------- -----------
1,749,582 2,233,664
Less accumulated depreciation
and amortization (1,457,199) (2,020,863)
----------- -----------
292,383 212,801
OTHER ASSETS 154,665 130,203
----------- -----------
$ 1,836,476 $ 2,234,284
=========== ===========
See accompanying notes to consolidated financial statements
Page 3 of 13
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1999 1998
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
----------- -----------
CURRENT LIABILITIES
Trade accounts payable $ 961,489 $ 756,078
Accrued expenses 225,934 201,599
Accrued warranty expense 143,500 115,000
Current portion - Capital Leases 9,917 ---
----------- -----------
Total Current Liabilities 1,340,840 1,072,677
LONG-TERM CAPITAL LEASES 38,805 ---
----------- -----------
Total Liabilities 1,379,645 1,072,677
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, $.05 par value;
Authorized Shares - 10,000,000
Issued Shares & Outstanding -
1,408,788 shares at June 30,
1999 and 1,400,038 shares at
December 31, 1998 70,440 70,003
Additional paid-in capital 1,337,156 1,327,583
Retained earnings (850,765) (135,979)
Treasury stock, at cost (100,000) (100,000)
----------- -----------
Total Stockholders' Equity 456,831 1,161,607
----------- -----------
$ 1,836,476 $ 2,234,284
=========== ===========
See accompanying notes to consolidated financial statements
Page 4 of 13
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Six months ended
----------------------- -----------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
REVENUES:
Net sales $ 916,374 $ 663,015 $1,846,650 $1,521,407
Interest and other income 3,951 6,959 8,878 14,001
---------- ---------- ---------- ----------
920,325 669,974 1,855,528 1,535,408
COSTS AND EXPENSES:
Cost of products sold 850,725 610,821 1,682,189 1,413,658
Selling, general
and administrative 345,911 162,798 593,565 374,315
Research and development 142,127 160,717 270,420 269,660
Royalties 10,239 9,497 22,804 20,169
Interest 1,336 --- 1,336 ---
---------- ---------- ---------- ----------
1,350,338 943,833 2,570,314 2,077,802
---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAXES (430,013) (273,859) (714,786) (542,394)
INCOME TAX BENEFIT
(EXPENSE) - CURRENT --- (500) --- (500)
---------- ---------- ---------- ----------
NET LOSS $ (430,013) $ (274,359) $ (714,786) $ (542,894)
========== ========== ========== ==========
NET LOSS PER SHARE $ (.31) $ (.32) $ ( .51) $ (.63)
========== ========== ========== ==========
Average number of shares of
Common Stock outstanding 1,401,000 866,000 1,401,000 859,000
========== ========== ========== ==========
See accompanying notes to consolidated financial statements
Page 5 of 13
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (714,786) $ (542,894)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 78,028 62,033
(Increase) decrease in assets:
Receivables (46,645) 450,347
Inventories 132,164 329,415
Other assets 221 (22,685)
Increase (decrease) in liabilities:
Trade accounts payable and accrued expenses 268,163 (660,955)
----------- -----------
Net Cash Used in Operating Activities (282,855) (384,739)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (118,805) (13,047)
Payments received on long term notes --- 534,308
----------- -----------
Net Cash (Used in) Provided from
Investing Activities (118,805) 521,261
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of employee
stock options 10,010 23,210
----------- -----------
Net Cash Provided from Financing Activities 10,010 23,210
----------- -----------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (391,650) 159,732
CASH AND CASH EQUIVALENTS, BEG. OF PERIOD 531,734 164,479
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 140,084 $ 324,211
=========== ===========
NON-CASH ACTIVITIES
The Company acquired property and equipment during the period ending June
30, 1999 in exchange for capital lease obligations totaling $53,569. The
balance at June 30, 1999 on those leases was $48,722 with a current portion of
$9,917 and the remaining $38,805 classified as long term lease obligations.
See accompanying notes to consolidated financial statements
Page 6 of 13
<PAGE>
================================================================================
LASER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 1999
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three months and the six months
ended June 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999. For further information, refer
to the consolidated financial statements and footnotes thereto for the year
ended December 31, 1998 included in the Company's Annual Report on Form 10-KSB
(file number 0-13316).
NOTE B - RECLASSIFICATIONS
Certain 1998 financial statement amounts have been reclassified to conform
to 1999 presentations.
NOTE C - WEIGHTED AVERAGE SHARES
Loss per common share is computed using the weighted average number of
common shares outstanding. Common equivalent shares consist of the Company's
stock options and are considered to be antidilutive common stock equivalents,
determined using the treasury stock method.
Page 7 of 13
<PAGE>
================================================================================
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of management as well as
assumptions made by, and information currently available to management. Such
statements reflect the current view of the Company respecting future events and
are subject to certain risks, uncertainties, and assumptions, including the
risks and uncertainties noted throughout the document. Although the Company has
attempted to identify important factors that could cause the actual results to
differ materially, there may be other factors that cause the forward-looking
statements not to come true as anticipated, believed, projected, expected, or
intended. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may differ
materially from those described herein as anticipated, believed, projected,
estimated, expected, or intended.
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere herein.
RESULTS OF OPERATIONS
- ---------------------
Three months ended June 30, 1999.
Net sales for the three months ended June 30, 1999 were $916,374 as
compared to $663,015 for the same period in 1998, an increase of $253,359 or
38%. This increase was the result of laser medical sales of $263,550 for the
three month period ending June 30, 1999 as compared to no laser medical sales
during the same period of 1998.
Historically, the Company has experienced fluctuations in the demand for
its laser products and service sales due in part to (i) changes in the quantity
of Company products held in inventory by its customers, (ii) changes in demand
for customer products which use the Company's products as component parts, (iii)
the competitiveness, cost and customer use of alternative products, technologies
or suppliers, and (iv) other factors.
Cost of products sold increased from $610,821 for the three month period
ending June 30, 1998 to $850,725 for the same period in 1999, an increase of
$239,904 or 39%. However, as a percentage of Company net sales, cost of
products sold were 93% for the three months ended June 30, 1999 as compared to
92% for the same period in 1998. The percentage of cost of goods sold remained
fairly constant as decreases in the cost of goods sold percentage on laser
products was offset by a higher percentage on medical products due to the low
volume of medical products sold.
Selling, general, and administrative expenses for the three months ended
June 30, 1999 were $345,911 as compared to $162,798 for the same period in 1998,
an increase of $183,113 or 112%. Increases were due to increased marketing and
advertising activities and sales commissions to sales agents. Administrative
Page 8 of 13
<PAGE>
================================================================================
expense increases were the result of non-recurring moving costs incurred with
the move to the Company's new facility as well as increased levels of sales,
general and administrative labor costs.
Research and development expenditures for the three months ended June 30,
1999 were $142,127 as compared to $160,717 for the same period in 1998, a
decrease of $18,590 or 12%. This decrease was the result of the completion of
some of the Company's development efforts on the dermatological and ophthalmic
medical systems.
Royalty expenses increased from $9,497 for the three months ended June 30,
1998 to $10,239 for the same period in 1999, an increase of $742 or 8%. This
increase was the result of a slight increase in the volume (physical quantity)
of products sold to which royalty applied.
Interest income and other revenue decreased from $6,959 for the three
months ended June 30, 1998 to $3,951 for the same period of 1999, a decrease of
$3,008 or 43%.
The Company recognized a net loss for the three months ended June 30, 1999
of $430,013 or $.31 per share compared to a net loss of $274,359 or $.32 per
share for the same period in 1998. This difference was primarily the result of
the increase in marketing and advertising activities during the 1999 period,
non-recurring relocation costs and to higher sales, general and administrative
labor costs.
Six months ended June 30, 1999.
Net sales for the six months ended June 30, 1999 were $1,846,650 as
compared to $1,521,407 for the same period in 1998, an increase of $325,243 or
21%. This increase was the result of laser medical sales of $310,028 for the
six month period ending June 30, 1999 as compared to $50,000 during the same
period of 1998. Sales of laser products and services also increased by $65,215
for the six months ended June 30, 1999 as compared with the same period of 1998.
Historically, the Company has experienced fluctuations in the demand for
its laser products and service sales due in part to (i) changes in the quantity
of Company products held in inventory by its customers, (ii) changes in demand
for customer products which use the Company's products as component parts, (iii)
the competitiveness, cost and customer use of alternative products, technologies
or suppliers, and (iv) other factors.
Cost of products sold increased from $1,413,658 for the six month period
ending June 30, 1998 to $1,682,189 for the same period in 1999, an increase of
$268,531 or 19%. However, as a percentage of Company net sales, cost of
products sold were 91% for the three months ended June 30, 1999 as compared to
93% for the same period in 1998. The percentage of cost of goods sold decreased
slightly as decreases in the cost of goods sold percentage on laser products
were greater than the higher percentage of cost of goods sold on medical
products sold during the period. The higher percentage on medical products is
the result of the low volume of medical products sold.
Page 9 of 13
<PAGE>
================================================================================
Selling, general, and administrative expenses for the six months ended June
30, 1999 were $593,565 as compared to $374,315 for the same period in 1998, an
increase of $219,250 or 59%. Increases were due to increased marketing and
advertising activities and sales commissions to sales agents. Administrative
expense increases were the result of non-recurring moving costs incurred with
the move to the Company's new facility as well as increased levels of labor
costs in sales, general, and administrative labor.
Research and development expenditures for the six months ended June 30,
1999 were $270,420 as compared to $269,660 for the same period in 1998, a slight
increase of $760 or less than 1%.
Royalty expenses increased from $20,169 for the six months ended June 30,
1998 to $22,804 for the same period in 1999, an increase of $2,635 or 13%. This
increase was the result of the increase in the volume (physical quantity) of
products sold to which royalty applied.
Interest income and other revenue decreased from $14,001 for the six months
ended June 30, 1998 to $8,878 for the same period of 1999, a decrease of $5,123
or 37%.
The Company recognized a net loss for the six months ended June 30, 1999 of
$714,786 or $.51 per share compared to a net loss of $542,894 or $.63 per share
for the same period in 1998. This difference was primarily the result of the
increase in marketing and advertising activities during the 1999 period, non-
recurring relocation costs and to higher sales, general and administrative labor
costs.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 1999, the Company had working capital of $48,588 as compared to
$818,603 at December 31, 1998, a decrease of $770,015 or 94%. This decrease was
primarily a result of the operating losses incurred by the Company during the
first six months of 1999. Essentially all of the Company's working capital
requirements have been financed by internally generated funds. Cash equivalents
at June 30, 1999 were $140,084 compared to $531,734 on December 31, 1998, a
decrease of $391,650 or 74%.
During the six months ended June 30, 1999, the Company entered into two
lease agreements. One lease is for a telephone system with a term of five
years. The other lease is for office equipment and has a three year term.
Total commitments for the two leases is $69,664. The Company has no other
material commitments for capital expenditures. The Company is exploring sources
for additional capital but has not entered into any agreements for additional
sources of borrowing or capital.
Page 10 of 13
<PAGE>
================================================================================
YEAR 2000 ISSUE
The Company is aware of the issues associated with programming codes in
existing computer systems as the millennium (Year 2000) approaches. The Company
has completed the upgrading of its design engineering software and believes, but
can give no assurance, that this software is Year 2000 compliant. However, the
accounting and material management system is not compliant. The Company has
conducted preliminary research into a replacement accounting and material
system. The Company plans to acquire and implement a new system in the fourth
quarter 1999. If the new accounting and material management system is not
implemented as planned, the Company could be adversely affected beginning in the
year 2000 since many computer applications could fail.
Page 11 of 13
<PAGE>
================================================================================
PART II. OTHER INFORMATION
-----------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held May 25, 1999.
Proxies for the meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934. At the meeting, the following matters were
submitted to a vote of the Company's shareholders:
(1) Election of four (4) directors
(2) Ratify and approve the Laser Corporation 1999 Stock Incentive
Plan.
(3) Approve selection of Tanner + Co. as the independent certified
public accountants of the Company for the fiscal year ending
December 31, 1999.
The votes cast for or withheld, as well as the number of abstentions and
broker non-votes, as to each matter, including a separate tabulation with
respect to each nominee for office, were as follows:
PROPOSAL 1: ELECTION OF DIRECTORS:
Withhold
For Authority Abstention
----------- --------- ----------
B. Joyce Wickham 1,096,610 6,528 ---
Rod O. Julander 1,096,210 6,478 ---
Mark L. Ballard 1,096,210 6,478 ---
Reinhardt Thyzel 1,096,210 6,478 ---
PROPOSAL 2: RATIFY AND APPROVE THE LASER CORPORATION 1999 STOCK
INCENTIVE PLAN
Broker
For Against Abstention Non-Votes
-------- -------- ---------- ---------
813,591 19,503 13,454 283,070
Proposal 2 was successful in obtaining the required votes to pass.
PROPOSAL 3: APPROVE SELECTION OF TANNER + CO.:
For Against Abstention
--------- ------- ----------
1,095,206 5,003 2,479
Page 12 of 13
<PAGE>
================================================================================
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LASER CORPORATION
Date: August 13, 1999 /s/ B. Joyce Wickham
------------------- ----------------------------------
B. Joyce Wickham
President, Chief Executive Officer
Treasurer and Director
Date: August 13, 1999 /s/ Reo K Larsen
------------------- ----------------------------------
Reo K Larsen
General Accounting Manager
Page 13 of 13
<PAGE>
================================================================================
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LASER
CORPORATION AND SUBSIDIARIES JUNE 30, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000740726
<NAME> LASER CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 140,084
<SECURITIES> 0
<RECEIVABLES> 425,080
<ALLOWANCES> 59,344
<INVENTORY> 835,558
<CURRENT-ASSETS> 1,389,428
<PP&E> 1,749,582
<DEPRECIATION> 1,457,199
<TOTAL-ASSETS> 1,836,476
<CURRENT-LIABILITIES> 1,340,840
<BONDS> 0
0
0
<COMMON> 70,440
<OTHER-SE> 386,391
<TOTAL-LIABILITY-AND-EQUITY> 1,836,476
<SALES> 1,846,650
<TOTAL-REVENUES> 1,855,528
<CGS> 1,682,189
<TOTAL-COSTS> 2,570,314
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (714,786)
<INCOME-TAX> 0
<INCOME-CONTINUING> (714,786)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (714,786)
<EPS-BASIC> (.51)
<EPS-DILUTED> (.51)
</TABLE>
