LASER TECHNOLOGY INC
10-Q, 1999-03-01
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 December 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 March 1, 1999, 4,994,551 shares of common stock of the Registrant were issued
and outstanding.

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



                        PART I:  FINANCIAL INFORMATION


                                                                          PAGE
                                                                          ----

Item 1. Financial Statements..............................................1


                Consolidated Balance Sheets...............................1
                Consolidated Statements of Operations.....................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...........................8



                          PART II:  OTHER INFORMATION



Item 1. Legal Proceedings.................................................9

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



                                                 December 31,    September 30,
                                                     1998            1998 
                                                 ------------    ------------- 
                                                  (Unaudited)
 
CURRENT ASSETS
     Cash and cash equivalents                    $ 1,033,204      $   988,586
     Investments                                      514,629          509,807
     Trade accounts receivable, less allowance                               
      of $10,000 for doubtful accounts              2,846,703        3,652,944
     Royalties receivable                             249,633          424,525
     Inventories                                    4,260,962        3,857,963
     Deferred income tax benefit                       87,000           87,000
     Prepaids and other current assets                274,573          225,476
                                                  -----------      -----------
                                                                             
          Total Current Assets                      9,266,704        9,746,301
                                                  -----------      -----------
                                                                             
PROPERTY AND EQUIPMENT, net of accumulated                                   
     depreciation and amortization                  1,488,412        1,517,416
                                                  -----------      -----------
                                                                             
LONG-TERM INVESTMENTS                                 683,358          676,294
                                                  -----------      -----------
                                                                             
OTHER ASSETS                                          597,313          575,946
                                                  -----------      -----------
                                                                             
          TOTAL ASSETS                            $12,035,787      $12,515,957
                                                  ===========      ===========
 





        See accompanying notes to the consolidated financial statements

                                       3
<PAGE>
 
                            LASER TECHNOLOGY, INC.


                          Consolidated Balance Sheets




                     LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE> 
<CAPTION>  
                                                           December 31,   September 30,
                                                               1998            1998
                                                           ------------   -------------
                                                            (Unaudited)
<S>                                                        <C>            <C>
 
CURRENT LIABILITIES
     Accounts payable                                       $   549,367     $   752,417
     Accrued expenses                                           296,573         482,617
     Current maturities of long-term debt                        76,564          76,564
                                                            -----------     -----------
 
          Total Current Liabilities                             922,504       1,311,598
                                                            -----------     -----------
 
     Long-term debt, less current maturities                    141,009         159,549
                                                            -----------     -----------
 
          Total Liabilities                                   1,063,513       1,471,147
                                                            -----------     -----------
 
 
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 5,219,201             52,192          52,192
     Additional paid-in capital                               9,669,420       9,669,420
     Treasury stock at cost, 224,650 shares                    (194,259)       (194,259)
     Retained earnings                                        1,444,921       1,517,457
                                                            -----------     -----------
 
          Total Stockholders' Equity                         10,972,274      11,044,810
                                                            -----------     -----------
 
          TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                             $12,035,787     $12,515,957
                                                            ===========     ===========
 
</TABLE>

        See accompanying notes to the consolidated financial statements


                                       4
<PAGE>
 
                            LASER TECHNOLOGY, INC.
                                        


                     Consolidated Statements of Operations
                          For the Three Months Ended
                          December 31, 1998 and 1997
                                  (Unaudited)



                                           December 31,          December 31,
                                              1998                   1997
                                           ------------          ------------
<TABLE>
<CAPTION>
<S>                                        <C>                   <C>
NET SALES                                    $2,656,700            $2,412,351
LESS COST OF GOODS SOLD                       1,225,936             1,068,823
                                             ----------            ----------
                                                                             
     Gross Profit                             1,430,764             1,343,528
                                                                             
ROYALTY AND LICENSING INCOME                    242,939               346,946
                                             ----------            ----------
                                                                             
TOTAL OPERATING INCOME                        1,673,703             1,690,474
                                                                             
OPERATING EXPENSES                            1,795,740             1,377,671
                                             ----------            ----------
                                                                             
INCOME (LOSS) FROM OPERATIONS                  (122,037)              312,803
                                                                             
INTEREST INCOME (NET)                             8,701                43,272
                                             ----------            ----------
                                                                             
INCOME BEFORE TAXES ON INCOME                  (113,336)              356,075
TAXES ON INCOME (BENEFIT)                       (40,800)              121,000
                                             ----------            ----------
                                                                             
NET INCOME (LOSS)                            $  (72,536)           $  235,075
                                             ==========            ==========
                                                                             
BASIC EARNINGS (LOSS) PER COMMON SHARE            $(.01)                 $.05
                                             ==========            ==========
                                                                             
WEIGHTED AVERAGE SHARES OUTSTANDING           4,994,551             4,998,351
                                             ==========            ==========
                                                                             
DILUTED EARNINGS (LOSS) PER COMMON SHARE          $(.01)                 $.04
                                             ==========            ==========
                                                                             
DILUTED AVERAGE SHARES OUTSTANDING            5,364,134             5,355,801
                                             ==========            ========== 
 
</TABLE>


        See accompanying notes to the consolidated financial statements


                                       5
<PAGE>
 
                            LASER TECHNOLOGY, INC.

                     Consolidated Statements of Cash Flows


               Increase (Decrease) in Cash and Cash Equivalents
                 For the Three Months Ended December 31, 1998
                             and December 31, 1997
                                  (Unaudited)


                                                 December 31,   December 31,
                                                    1998            1997
                                                 ------------   ------------
 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                  $  (72,536)    $  235,075
Adjustments to reconcile net income to cash
provided by operating activities:
  Depreciation and amortization                       122,257         72,175
Changes in operating assets and liabilities:
  Trade accounts receivable                           806,241        769,954
  Inventories                                        (402,999)      (232,457)
  Other assets                                        125,795         (5,477)
  Accounts payable and accrued expenses              (389,094)      (275,259)
                                                    ---------      ---------
Net cash provided by operating activities             189,664        564,011
                                                    ---------      ---------
 
CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in investments                             (11,886)       (29,439)
  Patent costs paid                                   (26,748)       (25,224)
  Purchases of property and equipment                 (87,872)       (61,350)
                                                    ---------      ---------
Net cash used in investing activities                (126,506)      (116,013)
                                                    ---------      ---------
 
CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on long-term debt                          (18,540)            --
                                                    ---------      ---------
Net cash used in financing activities                 (18,540)            --
                                                    ---------      ---------
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       44,618        447,998
CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                            988,586        951,945
                                                    ---------      ---------
 
CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                         $1,033,204     $1,399,943
                                                   ==========     ==========
 



        See accompanying notes to the consolidated financial statements

                                       6
<PAGE>
 
                            LASER TECHNOLOGY, INC.


                  Notes to Consolidated Financial Statements
    (Information for the three months ended December 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 presently 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 results of operations for the three
month periods ended December 31, 1998 and 1997, (b) the consolidated financial
position at December 31, 1998 and September 30, 1998, and (c) the consolidated
statement of cash flows for the three month periods ended December 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, 1998.  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. All
prior period earnings per share data has been restated to reflect the
requirements of  SFAS No. 128.  For the period ended December 31, 1998, since
the halt in trading of the Company's common stock by the American Stock Exchange
as of December 23, 1998, market values as of the last trading date have been
used to calculate diluted earnings per share.


c.   Operating Segments

     The Company's primary operating segments for the three months ended
December 31, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                      December 31, 1998
                                                                     -------------------
                                                     Traffic Safety Survey/Mapping   Other  Royalties        Total
                                                     -------------------------------------------------------------
<S>                                                <C>            <C>           <C>       <C>         <C>
Net sales............................................$ 1,614,751       $945,959    $ 95,990             $2,656,700
Cost of goods sold...................................    733,103        433,824      59,009             $1,225,936
Sales and marketing expenses.........................    465,760        363,445      26,194                855,399
Gross margin (after sales and marketing expenses)....    415,888        148,690      10,787                575,365
Royalty and licensing income.........................                                         242,939      242,939
Total other operating expenses.......................                                                      940,341
Income (loss) from operations........................                                                     (122,037)
Interest income, net.................................                                                        8,701
Income (loss) before taxes on income.................                                                     (113,336)
Taxes on income (benefit)............................                                                      (40,800)
Net income (loss)....................................                                                      (72,536)
</TABLE>

                                       7
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED

<TABLE> 
<CAPTION> 

                                                                  Three Months Ended
                                                                   December 31, 1997
                                                                  ------------------
                                                       Traffic    Survey/
                                                        Safety    Mapping     Other   Royalties    Total
                                                      -----------------------------------------------------
<S>                                                   <C>         <C>       <C>       <C>        <C> 
Net sales                                             $1,417,141  $723,780  $271,430             $2,412,351
Cost of goods sold                                       696,206   250,473   122,144             $1,068,823
Sales and marketing expenses                             381,598   323,721    49,709                755,028
Gross margin  (after sales and marketing expenses)       339,337   149,586    99,577                588,500
Royalty and licensing income                                                            346,946     346,946
Total other operating expenses                                                                      622,643
Income from operations                                                                              312,803
Interest income, net                                                                                 43,272
Income before taxes on income                                                                       356,075
Taxes on  income                                                                                    121,000
Net income                                                                                          235,075
</TABLE>

d.   Recent Accounting Pronouncements

     The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share" and Statement of
Financial Accounting Standards No. 129 "Disclosures of Information About an
Entity's Capital Structure."  SFAS No. 128 provides a different method of
calculating earnings per share than was previously used in accordance with APB
Opinion No. 15, "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 shareholders
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, similar to fully diluted earnings per
share.  SFAS No. 129 establishes standards for disclosing information about an
entity's capital structure.  SFAS No. 128 and SFAS No. 129 are effective for
financial statements issued for periods ending after December 15, 1997. In
fiscal 1998, the Company adopted SFAS No. 128 and No. 129, both of which did not
have a material impact on the Company's financial statements.

     The Financial Accounting Standards Board has also 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. The implementation of  SFAS No. 130 and 131 did not have a material
effect on the Company's financial statements.

     In February 1998, the Financial Accounting Standards Board has issued
Statement of Financial Accounting Standard 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.  The implementation of these accounting pronouncements had no
material impact on the Company's financial 

                                       8
<PAGE>
 
statements.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value.  Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting.  The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting changes in
fair value or cash flows.  SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999.  Management believes the adoption of
this statement will have no material impact on the Company's financial
statements.


ITEM 2.

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


Results of Operations for the Three Months Ended December 31, 1998 and Three
Months Ended December 31, 1997

     The following table sets forth, for the three month fiscal periods ended
December 31, 1998 and 1997, the percentage relationship to net sales of
principal items in the Company's Statement of Operations.  It should be noted
that percentages discussed throughout this analysis are stated on an approximate
basis.
  
                                              Three Months Ended
                                                 December 31,
                                              ------------------
                                              1998          1997 
                                              ----          ----
                                                                
     Net sales.............................    100%          100%
     Cost of goods sold....................     46            44
                                              ----          ----
     Gross profit..........................     54            56
     Royalty and licensing income..........      9            14
                                              ----          ----
     Total operating income................     63            70
     Operating expenses....................     67            57
                                              ----          ----
     Income (loss) from operations.........     (4)           13
     Interest income, net..................     --             2
                                              ----          ----
     Income (loss) before taxes on income..     (4)           15
     Taxes on income (benefit).............     (1)            5
                                              ----          ----
     Net income (loss).....................     (3)%          10%
                                              ====          ==== 
 

Revenues


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

                                              Three Months Ended
                                                 December 31,
                                              ------------------
                                              1998          1997 
                                              ----          ----
     Traffic Safety Systems..........   $1,614,751    $1,417,141
     Percentage of revenues..........           61%           59%
     Survey and Mapping Systems......      945,959       723,780
     Percentage of revenues..........           36%           30%
     Other...........................       95,990       271,430
     Percentage of revenues..........            3%           11%
                                        ----------    ----------
          Total Revenues.............   $2,656,700    $2,412,351
                                        ==========    ==========


                                       9
<PAGE>
 
     Net sales for the first quarter ended December 31, 1998 ("1998") rose 10%
to $2,656,700 from $2,412,351 for the first quarter ended December 31, 1997
("1997").  Traffic Safety sales increased 14% in 1998 as compared to 1997 due to
increased volume sales of the Company's second generation UltraLyte.  Increased
UltraLyte sales offset lower Traffic Safety sales of the Company's Marksman as
the UltraLyte further penetrated the Company's Traffic Safety market. Management
expects the UltraLyte to replace the Marksman, for the most part, once the
majority of foreign approvals related to the UltraLyte are completed.  Survey
and Mapping sales grew 31% in 1998 as compared to 1997. Sales of the Company's
Criterion decreased, as expected, due to increased sales of the Company's second
generation Impulse. International sales comprised 42% of sales in 1998 as
compared to 46% in 1997, the result of stronger domestic sales of the Company's
products realized in 1998, including sales of the Company's recently introduced
MapStar compass modules.  Management anticipates that foreign sales of the
Company's products will continue to comprise a significant portion of its
revenues.

     Gross profit as a percentage of sales was 54% in 1998 as compared to 56% in
1997. The decrease in gross profit margin for the 1998 period resulted from
lower gross margins on sales of the Company's first generation products,
primarily the Marksman.  As sales of the Company's UltraLyte, part of the
Company's Traffic Safety product line, replace sales of the Company's Marksman,
gross profit margins are expected to improve. The Company continues to minimize
the effect of currency fluctuations by requiring payment in U.S. funds.

     Royalty and licensing income from the Company's licensees was $242,939 in
1998 compared to $346,946 in 1997, representing approximately a 43% decrease in
royalty and licensing income from the previous year.  Management believes that
the primary licensee of the Company's technology, Bushnell, experienced short-
term competitive pressure during the 1998 period due to competitors within the
sports optics market selling competitive products at reduced prices to deplete
inventories of discontinued product.  Bushnell has recently introduced several
new range-finder products in co-operative development with the Company.
Management believes that royalty income related to the Company's various
licensing agreements will continue to have a positive impact on the Company's
results of operations.

     Total operating expenses rose approximately 30% in 1998 to $1,795,740 from
$1,377,671 realized in the comparable 1997 period.  The year to year increase in
total operating expenses primarily relates to increased compensation expense due
to increased personnel, and higher legal and accounting fees related to an
extraordinary audit investigation conducted by the Special Committee of the
Company's Board of Directors during the 1998 first quarter.  As a result of
higher expenses in 1998, as a percentage of net sales, the Company's total
operating expenses were 68% in 1998 as compared to 57% in 1997.

     Due to lower royalty and licensing income and increased operating expenses
in 1998, the Company realized a loss  from operations of  $122,037 in 1998
compared to income from operations of $312,803 realized in 1997.  After taxes on
income or benefit, of $121,000 and $40,800 for 1997 and 1998, respectively, the
Company recorded a net loss of $72,536, or $.01 per basic share, in 1998
compared to net income of $235,075, or $.05 per basic share, realized in 1997.

Liquidity and Capital Resources

     At December 31, 1998, the Company had working capital of $8,344,200.  The
Company's present working capital is expected to adequately meet the Company's
needs for at least the next twelve months.

     For the three month period ended December 31, 1998, cash provided by
operating activities was $189,664. A decrease in accounts receivable of $806,241
offset a loss from operations of $72,536 and financed an increase in inventories
of $402,999 and reduced accounts payable and accrued expenses by $389,094.  Net
cash used in investing activities of $126,506 was primarily used for the
purchase of property and equipment.  Net cash used in financing activities of
$18,540 was used to reduce long-term debt. For the three month period ended
December 31, 1997, cash and cash equivalents increased $44,618.

     For the three month period ended December 31, 1997, cash provided by
operating activities was $564,011.  Net income of $235,075 combined with a
decrease in accounts receivable of $769,954 financed an inventory expansion of
$232,457 and reduced accounts payable and accrued expenses by $275,259.  Of the
net cash used in investing activities of $116,013, $86,574 was used for
equipment acquisitions and certain patent costs.  For the three month period
ended December 31, 1997, cash and cash equivalents increased $447,998.

                                       10
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Concluded)



Year 2000 Compliance

     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).  Management
believes that the majority of the Company's updated computer system is Year 2000
compliant for both information technology ("IT") and non-IT systems.  The
Company continues to evaluate Year 2000 compliance and does not anticipate any
material expenditures related to the conversion process.

     The Company also continues to evaluate whether it will have Year 2000
issues related to any third parties with which it has or may have a material
relationship.  Management believes that most, if not all third parties with
which the Company has a material relationship, are, or will be Year 2000
compliant.  The Company does not anticipate any material expenditures related to
Year 2000 compliance by any third party.

Risk Factors and Cautionary Statements

     Forward-looking statements within this report are made pursuant to the
"safe harbor" provisions of the 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 market place, 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 and
uncertainties detailed in the Company's Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission.


                          PART II.  OTHER INFORMATION


Item 1. Legal Proceedings

     On February 10, 1999 a securities class action entitled Moshe Rosenfeld, On
Behalf of Himself and All Others Similarly Situated, vs. Laser Technology, Inc.,
David Williams, Pamela Sevy, Dan H. Grothe and H. DeWorth Williams,  was filed
in the United States District Court, District of Colorado (Case no. 99-Z-266).
The Complaint alleges that the Company and certain of its officers and directors
violated federal securities laws, particularly Sections 10(b) and 20 of the
Securities Exchange Act of 1934, as amended (the "1934 Act").  Specifically, the
complaint alleges that the Company's financial statements were false and
misleading during the "class period" (February 12, 1996 to December 23, 1998)
and that the Company made certain false or misleading statements regarding the
Company's financial statements during this period.

     The action appears to have followed and be premised on the resignation of
the Company's independent accountant, BDO Seidman, LLP ("BDO"), on December 21,
1999, and the resignation of three members of the Audit Committee of the Board
of Directors.  The resigning members of the Audit Committee were members of the
Special Audit Committee (the "Special Committee"), who also resigned from the
Board of Directors on January 7, 1999 as a result of disagreements between
management and the Special Committee.  BDO also withdrew its opinions on the
previously issued certified financial statements for the fiscal years 1993,
1994, 1995, 1996 and 1997.  At the time of BDO's resignation, the Special
Committee was conducting an independent investigation into the Company's
accounting records and alleged irregularities relating to the Company's
accounting records.  Following the announcement of the resignation of BDO and
withdrawl of five years of audited financial statements, the American Stock
Exchange suspended trading in the Company's shares on December 23, 1998.

     On January 7, 1999, a Special Meeting of the Board of Directors (the
"Special Meeting") was held for the purpose of receiving the report and
recommendations from the Special Committee.  At the Special Meeting, the Special
Committee made several proposals including, but not limited to, asking for the
resignation of the Company's Chief Executive Officer and Chief 

                                       11
<PAGE>
 
Financial Officer. Following the presentation by the Special Committee of its
findings and proposed actions, those directors not serving on the Special
Committee made a counter proposal. Without responding to the counter-proposal,
the individuals on the Special Committee then informed the Board of Directors of
their intent to resign from the Special Committee and from the Board of
Directors.

     In its complaint, the plaintiff contends that the resignation of BDO and
the three directors is due to the Company's alleged unreliable and misleading
financial statements.  Plaintiff's complaint further alleges violations of
Section 10(b) of the 1934 Act and Rule 10b-5 promulgated thereunder.

     The Company has not had ample time to fully review the complaint nor to
determine the extent of any possible liability or material damage to the
Company.  The Company further believes that the allegations set forth in the
complaint are groundless and without merit and it intends to vigorously defend
against the action.

     The Company is aware of at least five additional class action suits that
have been filed recently against the Company.  As of the date hereof, the
Company has not received a complaint in the five actions, but the Company
believes that the actions parallel the one described above.  The Company intends
to vigorously defend against all of the actions.

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

        No matters were submitted to a vote of the Company's security holders
during the three months ended December 31, 1998.

Item 5. Other Information

        This Item is not applicable to the Company.

                                       12
<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 TECHNOLOGY, INC.
                            ----------------------
                             7070 South Tucson Way
                          Englewood,  Colorado  80112



Date: March 1, 1999                      By   /s/ Dan N. Grothe
      -------------                           -------------------------------
                                              Dan N. Grothe
                                              Interim Chief Financial Officer



Date: March 1, 1999                      By   /s/ Blair Zykan
      -------------                           -------------------------------
                                              Blair Zykan
                                              President and Chief Executive
                                              Officer

                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE>  5
       
<S>                                        <C>
<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                       1,033,204
<SECURITIES>                                 1,197,987
<RECEIVABLES>                                2,856,703
<ALLOWANCES>                                    10,000
<INVENTORY>                                  4,260,962
<CURRENT-ASSETS>                             9,266,704
<PP&E>                                       2,896,291
<DEPRECIATION>                               1,407,879
<TOTAL-ASSETS>                              12,035,787
<CURRENT-LIABILITIES>                          922,504
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     5,219,201
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                12,035,787
<SALES>                                      2,656,700
<TOTAL-REVENUES>                             2,899,639
<CGS>                                        1,255,936
<TOTAL-COSTS>                                2,111,335
<OTHER-EXPENSES>                               940,341
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,701
<INCOME-PRETAX>                              (113,336)
<INCOME-TAX>                                  (40,800)
<INCOME-CONTINUING>                           (72,536)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (72,536)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)
        

</TABLE>


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