LASER TECHNOLOGY INC
10-Q, 1998-05-01
TOTALIZING FLUID METERS & COUNTING DEVICES
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<PAGE>
 
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q



             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ___________ to _______________



Commission File No. 1-11642

                             LASER TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)


        DELAWARE                                      84-0970494
- -------------------------------          ---------------------------------------
(State or other jurisdiction of          (I.R.S. employer identification number)
 incorporation or organization)

                   7070 SOUTH TUCSON WAY, ENGLEWOOD, COLORADO 80112 
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 649-1000
                                 --------------
               (Registrant's telephone number including area code)



Indicate by check mark 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] No [ ].

At April 20, 1998, 4,998,351 shares of common stock of the Registrant were
outstanding.

================================================================================
<PAGE>
 
                                      INDEX

                          PART I: FINANCIAL INFORMATION

                                                                          PAGE
                                                                          ----
  Item 1. FINANCIAL STATEMENTS............................................  1


              Consolidated Balance Sheets.................................  1
              Consolidated Statements of Income...........................  3
              Consolidated Statements of Cash Flows.......................  4
              Notes to Consolidated Financial Statements..................  5



  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.............................  7


              Results of Operations.......................................  7
              Liquidity and Capital Resources.............................  9



                           PART II: OTHER INFORMATION


  Item 1. LEGAL PROCEEDINGS............................................... 10

  Item 2. CHANGES IN SECURITIES........................................... 10

  Item 3. DEFAULTS UPON SENIOR SECURITIES................................. 10

  Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 10

  Item 5. OTHER INFORMATION............................................... 10
<PAGE>
 
                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS


                             LASER TECHNOLOGY, INC.

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS


                                                    MARCH 31,      SEPTEMBER 30,
                                                      1998             1997
                                                -----------------   -----------
                                                   (Unaudited)

CURRENT ASSETS
  Cash and cash equivalents                        $ 1,486,327        $  951,945
  Investments                                          517,853         1,023,431
  Trade accounts receivable, less allowance
    of $10,000 for doubtful accounts                 2,656,074         3,334,479
  Royalties receivable                                 212,898           415,648
  Inventories                                        3,508,093         2,798,903
  Deferred income tax benefit                           84,000            81,000
  Prepaids and other current assets                    472,698           188,824
                                                    ----------        ----------

           Total Current Assets                     8,937,943          8,794,230
                                                    ----------        ----------


PROPERTY AND EQUIPMENT, net of accumulated
  depreciation and amortization                      1,277,575         1,291,899
                                                    ----------        ----------

LONG-TERM INVESTMENTS                                  626,300           617,427
                                                    ----------        ----------

OTHER ASSETS                                           481,788           441,070
                                                    ----------        ----------

                  TOTAL ASSETS                    $ 11,323,606      $ 11,144,626
                                                   ===========       ===========



         See accompanying notes to the consolidated financial statements

                                       1
<PAGE>
 
                             LASER TECHNOLOGY, INC.

                           CONSOLIDATED BALANCE SHEETS




                      LIABILITIES AND STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

                                                                MARCH 31,       SEPTEMBER 30,
                                                                  1998              1997
                                                            -------------       -------------
                                                               (Unaudited)
<S>                                                           <C>               <C>        
CURRENT LIABILITIES
   Accounts payable                                           $   595,850       $   660,736
   Accrued expenses                                               223,397           329,529
                                                               ----------       -----------

            Total Current Liabilities                             819,247           990,265
                                                               ----------       -----------



STOCKHOLDERS' EQUITY
   Preferred stock, $.01 par value--shares authorized
   2,000,000; shares issued--none                                      --                --
   Common stock, $.01 par value-shares
     authorized 25,000,000; shares issued 5,208,201                52,082            52,082
   Additional paid-in capital                                   9,622,780         9,622,780
   Treasury stock at cost, 209,850 shares                        (141,459)         (141,459)
   Retained earnings                                              970,956           620,958
                                                               ----------       -----------

            Total Stockholders' Equity                         10,504,359        10,154,361
                                                               ----------       -----------

            TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                              $11,323,606       $11,144,626
                                                              ===========       ===========

</TABLE>
         See accompanying notes to the consolidated financial statements

                                       2
<PAGE>
 
                             LASER TECHNOLOGY, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                       FOR THE THREE AND SIX MONTHS ENDED
                             MARCH 31, 1998 AND 1997
                                   (Unaudited)



<TABLE>
<CAPTION>

                                            SIX MONTHS ENDED                      THREE MONTHS ENDED
                                               MARCH 31,                                MARCH 31,
                                     -----------------------------          -------------------------------
                                         1998              1997                 1998               1997
                                         ----              ----                 ----               ----

<S>                                  <C>               <C>                  <C>                <C>        
NET SALES                            $ 4,817,764       $ 4,338,274          $ 2,405,413        $ 2,334,918
LESS COST OF GOODS SOLD                2,164,538         1,930,618            1,095,715          1,057,205
                                     -----------       -----------          -----------        -----------

          Gross Profit                 2,653,226         2,407,656            1,309,698          1,277,713

ROYALTY AND LICENSING INCOME             550,706            262,057             203,760             81,397
                                     -----------      -------------        ------------        -----------

TOTAL OPERATING INCOME                 3,203,932         2,669,713            1,513,458          1,359,110

OPERATING EXPENSES                     2,757,254         2,410,859            1,379,583          1,230,334
                                     -----------       -----------          -----------        -----------

INCOME FROM OPERATIONS                   446,678           258,854              133,875            128,776

INTEREST INCOME, NET                      88,320            81,953               45,048             43,407
                                     -----------       -----------          -----------        -----------

INCOME BEFORE TAXES ON INCOME            534,998           340,807              178,923            172,183
TAXES ON INCOME                          185,000           121,000               64,000             62,000
                                     -----------       -----------          -----------        -----------

NET INCOME                          $    349,998      $    219,807          $   114,923        $   110,183
                                     ===========       ===========          ===========        ===========

BASIC EARNINGS PER COMMON SHARE     $        .07      $        .04          $       .02        $       .02
                                    ============      ============          ===========       ============


WEIGHTED AVERAGE SHARES
  OUTSTANDING                          4,998,351         4,999,433            4,998,351          4,999,433
                                    ============       ===========          ===========        ===========

</TABLE>


         See accompanying notes to the consolidated financial statements

                                       3
<PAGE>
 
                             LASER TECHNOLOGY, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                     FOR THE SIX MONTHS ENDED MARCH 31, 1998
                               AND MARCH 31, 1997
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                          MARCH 31,           MARCH 31,
                                                           1998                 1997
                                                      ---------------        -----------
<S>                                                     <C>                 <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                              $   349,998         $   219,807
Adjustments to reconcile net income to cash
 provided by operating activities:
  Depreciation and amortization                             155,387              93,113
  Deferred income taxes                                      (3,000)              9,000
Changes in operating assets and liabilities:
  Trade accounts receivable                                 678,405             795,929
  Inventories                                              (709,190)            (35,499)
  Other assets                                              (81,123)           (125,165)
  Accounts payable and accrued expenses                    (171,018)           (173,598)
                                                        -----------         -----------

Net cash provided by operating activities                   219,459             783,587
                                                        -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  (Increase) decrease in investments                        496,705            (594,767)
  Patent costs paid                                         (51,616)            (30,178)
  Purchases of property and equipment                      (130,166)           (206,580)
                                                        -----------         -----------

Net cash provided by (used in) investing activities         314,923            (831,525)
                                                        -----------         -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            534,382             (47,938)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                 951,945           2,247,239
                                                        -----------         -----------

CASH AND CASH EQUIVALENTS AT END
  OF PERIOD                                             $ 1,486,327         $ 2,199,301
                                                        ===========         ===========
</TABLE>

         See accompanying notes to the consolidated financial statements

                                       4
<PAGE>
 
                             LASER TECHNOLOGY, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       (Information for the six months ended March 31, 1998 is unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

     The consolidated financial statements presented are those of Laser
Technology, Inc. and its wholly-owned subsidiaries; Laser Communications, Inc.,
Laser Technology, U.S.V.I., and International Measurement and Control Company.
Laser Technology, Inc. is engaged in the business of developing, manufacturing
and marketing laser based measurement instruments.

     In the opinion of management, the unaudited financial statements reflect
all adjustments, consisting only of normal recurring accruals necessary for a
fair presentation of (a) the consolidated statements of income for the three and
six month periods ended March 31, 1998 and 1997, (b) the consolidated financial
position at March 31, 1998 and September 30, 1997, and (c) the consolidated
statement of cash flows for the six month periods ended March 31, 1998 and 1997.
The accounting policies followed by the Company are set forth in the Notes to
the Consolidated Financial Statements of the Company for the fiscal year ended
September 30, 1997. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year.

B. EARNINGS PER SHARE

     Through December 31, 1997, the Company followed the provisions of
Accounting Principles Board Opinion ("APB") 15, "Earnings Per Share." Effective
for the quarter ended March 31, 1998, the Company implemented Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." SFAS No.
128 provides for the calculation of "Basic" and "Diluted" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity that were
outstanding for the period, similar to fully diluted earnings per share. For the
three and six month periods ended March 31, 1998 and 1997, 995,333, 2,025,166,
3,008,250 and 2,949,250 dilutive common equivalent shares of common stock were
not included in the computation of diluted earnings per share because their
effect was anti-dilutive. All prior period earnings per share data has been
restated to reflect the requirements of SFAS No. 128.

C. RECENT ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board ("FASB") has issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes standards
for reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes in
equity except those resulting from investments by owners and distributions to
owners. Among other disclosures, SFAS No. 130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that displays with the
same prominence as other financial statements. SFAS No. 131 supersedes SFAS No.
14 "Financial Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards on the way that public companies report financial
information about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for disclosure
regarding products and services, geographic areas and major customers. SFAS No.
131 defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.

     SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Because of the recent issuance of these standards,
management has 

                                       5
<PAGE>
 
been unable to fully evaluate the impact, if any, the standards may have on
future financial statement disclosures. Results of operations and financial
position, however, will be unaffected by implementation of the standards.

     In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits" which standardizes the
disclosure requirements for pensions and other Postretirement benefits and
requires additional information on changes in the benefit obligations and fair
values of plan assets that will facilitate financial analysis. SFAS No. 132 is
effective for years beginning after December 15, 1997 and requires comparative
information for earlier years to be restated, unless such information is not
readily available. Management believes the adoption of this statement will have
no material impact on the Company's financial statements.

                                       6
<PAGE>
 
                                     ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1998 AND
MARCH 31, 1997

     For the three and six month fiscal periods ended March 31, 1998 and 1997,
the following table provides the percentage relationship to net sales of
principal items in the Company's Consolidated Statements of Income. It should be
noted that percentages discussed throughout this analysis are stated on an
approximate basis.


                                  SIX MONTHS ENDED    THREE MONTHS ENDED
                                       MARCH 31,          MARCH 31,
                                   --------------     --------------- 
                                   1998      1997     1998       1997
                                   ----      ----     ----       ----

Net sales                          100%       100%     100%       100%
Cost of goods sold                  45         44       46         45
                                   ---        ---      ---        ---
Gross profit                        55         56       54         55
Royalty and licensing income        11          6        8          3
                                   ---        ---      ---        ---
Total operating income              66         62       62         58
Operating expenses                  57         56       57         52
                                   ---        ---      ---        ---
Income from operations               9          6        5          6
Interest income, net                 2          2        2          2
                                   ---        ---      ---        ---
Income before taxes on income       11          8        7          8
Taxes on income                      4          3        3          3
                                   ---        ---      ---        ---
Net income                           7%        5%        4%         5%
                                   ===        ===      ===        ===

REVENUES

     The following sales analysis provides information as to the percentage of
net sales of the Company's primary product lines. Revenues realized from sales
of the Company's less significant revenue producing product lines are classified
as "Other" for presentation purposes.

<TABLE>
<CAPTION>

                                         SIX MONTHS ENDED               THREE MONTHS ENDED
                                             MARCH 31,                        MARCH 31,
                                   ----------------------------     ------------------------
                                      1998             1997            1998         1997
                                      ----             ----            ----         ----
<S>                                <C>             <C>              <C>           <C>       
TRAFFIC SAFETY SYSTEMS             $3,007,265      $ 2,025,408      $1,590,124    $1,060,350
Percentage of revenues                 62%             47%              66%           46%

SURVEY AND MAPPING SYSTEMS          1,441,684        1,905,474         717,904       964,643
Percentage of revenues                 30%             44%              30%          41%

OTHER                                368,815           407,392          97,385       309,925
Percentage of revenues                  8%              9%               4%          13%

     Total Revenues                $4,817,764      $ 4,338,274      $2,405,413    $2,334,918
                                   ==========      ===========      ===========   ==========
</TABLE>

                                       7
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
  AND RESULTS OF OPERATIONS (CONTINUED)


     Net sales for the second quarter ended March 31, 1998 ("1998") increased 3%
to $2,405,413 from $2,334,918 realized in the second quarter ended March 31,
1997 ("1997"). Revenues for the first six months of 1998 were $4,817,764
compared to $4,338,274 for the first six months of 1997 representing an 11%
increase in revenues from the previous year.

     Overall Traffic Safety sales during the 1998 second quarter increased 50%
to $1,590,124 from $1,060,350 realized in the prior year period and increased
48% during the first half of 1998 to $3,007,265 compared to $2,025,408 realized
in the first half of 1997, the result of improved distribution of the Company's
Traffic Safety products domestically and internationally, the Company's
expanding Traffic Safety product line and the introduction of the Company's
second generation laser speed detection device, the UltraLyte. Sales of the
Company's Survey and Mapping products were $717,904 and $1,441,684 for the
second quarter and first six months of 1998 compared to $964,643 and $1,905,474
realized in the second quarter and first six months of 1997 representing
approximately a 25% decrease for both periods primarily attributable to
production delays related to new product introductions and production backlog.
At March 31, 1998, backorders for the Company's products were approximately
$600,000, predominately due to backorders related to the Company's newly
introduced MapStar and due to a surge in orders for the Company's Impulse line
of Survey and Mapping products received late in the 1998 second quarter.
Delivery of these backorders is scheduled to occur early in the 1998 third
quarter.

     Sales of the Company's less significant revenue producing product lines
including its ship docking and industrial laser sensors were $97,385 and
$368,815 for the second quarter and first half of 1998, compared to $309,925 and
$407,392 realized in comparable 1997 periods due to slower sales of the
Company's ship docking sensors during the 1998 second quarter. Management
expects that sales of its ship docking systems will continue to fluctuate
between financial periods due to the specialized application of its laser
systems within the maritime industry.

     International sales comprised 41% and 43% of net sales for the second
quarter and first six months of 1998 as compared to 34% and 40% for the
corresponding 1997 periods. Historically, the Company experiences quarterly
fluctuations in foreign sales due to the placement of typically large orders for
the Company's Traffic Safety products. Foreign sales of the Company's products
are expected to continue to comprise a significant portion of its revenues.

     Management believes that sales of the Company's Traffic Safety products to
Pacific Rim areas have not been affected by the current Asian economic crisis
but that international sales of the Company's Survey and Mapping products have
slowed due to the current Asian economic situation. However, the expansion of
the Company's Survey and Mapping distribution channels in other foreign markets
has helped to offset this decline. Management intends to continue to evaluate
the market potential of the Company's products during this economic downturn,
but believes that near term sales opportunities in this area will continue,
although there is no assurance of this.

     Gross profit as a percentage of net sales was 54% and 55% for the second
quarter and first six months of 1998 and 55% and 56% for the second quarter and
first half of 1997. The change in the Company's gross margins is primarily due
to quarterly fluctuations in product mix.

     Royalty and licensing income rose 150% to $203,760 from $81,397 in the 1997
second quarter. On a year to year basis, royalties have increased 110% to
$550,706 in 1998 from $262,097 in 1997. In January 1998, the Company entered
into a licensing agreement with Blount, Inc. and Bushnell Corporation whereby
the Company and Bushnell agreed to license to Blount, Inc. certain patents
related to the Yardage Pro laser range finder. Under the terms of the agreement,
the Company and Bushnell will receive running licensing fees on net sales of
Blount products. Management believes that Royalties received from its current
licensing agreements will continue to have a positive impact on the Company's
results of operations.

     Total operating expenses increased approximately 12% to $1,379,583 for the
1998 second quarter from $1,230,334 for the comparable 1997 period, and 14% to
$2,757,254 for the first six months of 1998 from $2,410,859 the first six months
of 1997. As a percentage of net sales, total operating expenses rose from 52%
for the second quarter of 1997 to 57% for the second quarter of 1998, and from
56% for the first six months of 1997 to 57% for the first six months of 1998.
Increased compensation expense related to staff additions comprised the majority
of the increase in total operating expenses in the 1998 periods as compared to
1997.

                                       8
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS (CONCLUDED)


     Income from operations was $133,875 for the 1998 second quarter compared to
$128,776 for the second quarter of 1997. Increased sales and royalty income
offset the increase in total operating expenses in the 1998 second quarter.
Including income earned on investments, the Company realized income before taxes
on income of $178,923 in the 1998 second quarter compared to 1997 pre-tax income
of $172,183. After taxes on income, the Company realized net income of $114,923
in 1998 and $110,183 in 1997, or $.02 basic earnings per share for both periods.
When combined with net income from the first quarter of 1998, the Company
realized net income of $349,998 for the first six months of 1998, or $.07 basic
earnings per share, as compared with net income of $219,807, or $.04 basic
earnings per share, for the first six months of 1997.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 1998, the Company had working capital of $8,118,696. The
Company's present working capital is expected to adequately meet the Company's
needs for at least the next twelve months.

     For the six month period ended March 31, 1998, cash provided by operating
activities was $219,459. Net income of $349,998 and increased cash from reduced
trade accounts receivable of $678,405 financed an increase in inventories of
$709,190, primarily related to new product introductions, and $171,018 was used
to reduce accounts payable and accrued expenses. For the period, the Company
realized net cash provided by investing activities of $496,705 due to investment
maturities of which $181,782 was used for the purchase of property and equipment
and patent related costs. For the six month period ended March 31, 1998, cash
and cash equivalents increased $534,382.

         For the six month period ended March 31, 1997, cash provided by
operating activities of $783,587 was primarily attributable to net income of
$219,807 for the period combined with cash of $795,929 from reduced trade
accounts receivable. Cash decreases included $209,097 which was used to decrease
accounts payable and accrued expenses and expand inventory to meet anticipated
sales demand. Cash used in investing activities of $831,525 primarily related to
the reinvestment of unused cash reserves of $594,767 into short-term investments
and $206,580 was used for leasehold improvements and capital expenditures
related to expansion of the Company's facilities. Cash and cash equivalents
decreased $47,938 for the six months ended March 31, 1997.

YEAR 2000 COMPLIANT

     During the year ended September 30, 1997, the Company converted its
computer systems to be year 2000 compliant (e.g., to recognize the difference
between '99 and '00 as one year instead of negative 99 years). The Company
believes that all of its computer systems are currently in compliance and does
not anticipate any additional material expenditures related to the year 2000
conversion process.

RECENT ACCOUNTING PRONOUNCEMENTS

     See Note 1.c. to the Notes to the Consolidated Financial Statements for a
discussion on recent accounting pronouncements.

RISK FACTORS AND CAUTIONARY STATEMENTS

     Forward-looking statements in this report are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements involve risks
and uncertainties including but not limited to, continued acceptance of the
Company's products in the marketplace, competitive factors, potential changes in
the budgets of federal and state agencies, compliance with current and possible
future FDA or environmental regulations, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange Commission.

                                       9
<PAGE>
 
                                    PART II.

ITEM 1. LEGAL PROCEEDINGS

     This Item is not applicable to the Company.

ITEM 2. CHANGES IN SECURITIES

     This Item is not applicable to the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     This Item is not applicable to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On February 24, 1998, pursuant to proper notice to stockholders, the
Company held its Annual Meeting of Stockholders at the Company's corporate
offices. At the Meeting, the following incumbent directors were elected by the
indicated vote to serve as directors until the next Annual Meeting of
Stockholders or until their successors are elected and qualified. 

    NOMINEE                       FOR                   WITHHELD
- -----------------              ---------                --------
David Williams                 4,504,609                 65,890
Jeremy G. Dunne                4,531,409                 39,090
F. James Lynch                 4,528,909                 41,590
William R. Carr                4,531,709                 38,790
Dan N. Grothe                  4,512,409                 58,090
Richard B. Sayford             4,530,709                 39,790
H. DeWorth Williams            4,510,109                 60,390

     In addition to the election of directors, the following business was
brought before and voted upon at the Annual Meeting of Stockholders:

          (a) Stockholders approved a proposal to amend the Laser Technology
     Equity Incentive Plan. For each fiscal year from and including the fiscal
     year beginning October 1, 1997 through the fiscal year beginning October 1,
     2003, a number of shares of stock equal to two percent of the total number
     of issued and outstanding shares of stock as of September 30 of the fiscal
     year immediately preceding such year shall become available for issuance
     under the Plan. In addition, any unused portion of the shares of stock
     remaining from those reserved as of September 30, 1997 and any unused
     portion of the two percent limit for any fiscal year shall be added to the
     aggregate number of shares of stock available for issuance in each fiscal
     year under the plan. In no event, except as subject to adjustment pursuant
     to certain sections of the plan, shall more than 1,000,000 shares of stock
     be cumulatively available for issuance pursuant to the exercise of
     Incentive Options. The proposal was approved by a vote of 2,747,210 for,
     400,000 against and 24,726 abstaining.

          (b) Stockholders also ratified the appointment of BDO Seidman, LLP as
     independent auditors for the Company's fiscal year ending September 30,
     1998 by a vote of 4,527,458 for, 27,290 against, and 16,751 abstaining.

ITEM 5. OTHER INFORMATION

     This Item is not applicable to the Company.

                                       10

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1997
<PERIOD-END>                               MAR-31-1998
<CASH>                                       1,486,327
<SECURITIES>                                   517,853
<RECEIVABLES>                                2,666,074
<ALLOWANCES>                                    10,000
<INVENTORY>                                  3,508,093
<CURRENT-ASSETS>                             8,937,943
<PP&E>                                       2,376,538
<DEPRECIATION>                               1,098,963
<TOTAL-ASSETS>                              11,323,606
<CURRENT-LIABILITIES>                          819,247
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     5,208,201
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                11,323,606
<SALES>                                      4,817,764
<TOTAL-REVENUES>                             4,817,764
<CGS>                                        2,164,538
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