LASER TECHNOLOGY INC
10-Q, 2000-01-31
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, 1999

                                       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
 incorporation or organization)                           identification number)


               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 January 31, 2000, 5,019,551 shares of common stock of the Registrant were
outstanding.

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

                                     INDEX
                                     -----

<TABLE>
<CAPTION>
                        PART I:  FINANCIAL INFORMATION

                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
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
             Risk Factors and Cautionary Statements....................     8



                          PART II:  OTHER INFORMATION


Item 1.  Legal Proceedings.............................................    10

Item 2.  Changes in Securities.........................................    12

Item 3.  Defaults upon Senior Securities...............................    12

Item 4.  Submission of Matters to a Vote of Security Holders...........    12

Item 5.  Other Information.............................................    12
</TABLE>
<PAGE>

                        PART I.  FINANCIAL INFORMATION
                         ITEM 1.  FINANCIAL STATEMENTS


                            LASER TECHNOLOGY, INC.

                          Consolidated Balance Sheets


                                    ASSETS

<TABLE>
<CAPTION>
                                                                                  December 31,             September 30,
                                                                                      1999                     1999
                                                                                 -------------           ---------------
                                                                                  (Unaudited)
<S>                                                                            <C>                       <C>
CURRENT ASSETS
         Cash and cash equivalents                                             $      424,070             $    757,076
         Investments                                                                        -                   10,460
         Trade accounts receivable, less allowance
           for doubtful accounts of $256,000 and $250,000
           at December 31, 1999 and September 30, 1999, respectively                3,107,595                2,826,460
         Income Tax Refund Receivable                                                 686,000                  686,000
         Royalties receivable                                                         264,304                  396,290
         Inventories                                                                2,586,985                2,847,735
         Deferred income tax benefit                                                  348,000                  348,000
         Prepaids and other current assets                                            137,741                  133,354
         Income tax prepayment                                                        166,919                  166,919
                                                                                 ------------             ------------

                  Total Current Assets                                              7,721,614                8,172,294
                                                                                 ------------             ------------


PROPERTY AND EQUIPMENT, net of accumulated
         depreciation and amortization                                              1,419,210                1,504,449
                                                                                 ------------             ------------

LONG-TERM INVESTMENTS                                                                 685,544                  689,801
                                                                                 ------------             ------------

OTHER ASSETS                                                                          850,455                  845,164
                                                                                 ------------             ------------

                  TOTAL ASSETS                                                 $   10,676,823             $ 11,211,708
                                                                                 ============             ============
</TABLE>

        See accompanying notes to the consolidated financial statements

                                       1
<PAGE>

                            LASER TECHNOLOGY, INC.

                          Consolidated Balance Sheets


                     LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                  December 31,            September 30,
                                                                                     1999                      1999
                                                                                ----------------         ----------------
                                                                                  (Unaudited)
<S>                                                                             <C>                      <C>
CURRENT LIABILITIES
         Accounts payable                                                       $       377,356           $     578,015
         Accrued expenses                                                             1,348,773               1,749,429
         Current maturities of long-term debt                                            88,414                  91,621
                                                                                 --------------            ------------

                  Total Current Liabilities                                           1,814,543               2,419,065
                                                                                 --------------            ------------

LONG-TERM DEBT

         Long-term debt, less current maturities                                         86,908                 114,400
                                                                                 --------------            ------------

                  Total Long Term Liabilities                                            86,908                 114,400
                                                                                 --------------            ------------

                  Total Liabilities                                                   1,901,451               2,533,465
                                                                                 --------------            ------------



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 5,244,201                                52,442                  52,442
         Additional paid-in capital                                                   9,708,245               9,708,245
         Stock Subscription Rec                                                         (14,110)                (19,537)
         Treasury stock at cost, 224,650 shares                                        (194,259)               (194,259)
         Retained earnings                                                             (776,946)               (868,648)
                                                                                 --------------            ------------

                  Total Stockholders' Equity                                          8,775,372               8,678,243
                                                                                 --------------            ------------

                  TOTAL LIABILITIES AND
                    STOCKHOLDERS' EQUITY                                        $    10,676,823           $  11,211,708
                                                                                 ==============            ============
</TABLE>

        See accompanying notes to the consolidated financial statements

                                       2
<PAGE>

                            LASER TECHNOLOGY, INC.

                     Consolidated Statements of Operations
                          For the Three Months Ended
                          December 31, 1999 and 1998
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                         December 31,
                                                                    --------------------
                                                                    1999             1998
                                                                    ----             ----
<S>                                                            <C>              <C>
NET SALES                                                        $3,088,487      $ 2,656,700
LESS COST OF GOODS SOLD                                           1,555,262        1,225,936
                                                                -----------      -----------

          Gross Margin                                            1,533,225        1,430,764

ROYALTY AND LICENSING INCOME                                        265,507          242,939
                                                                -----------      -----------

TOTAL OPERATING INCOME                                            1,798,732        1,673,703

OPERATING EXPENSES                                                1,708,923        1,795,740
                                                                -----------      -----------

INCOME (LOSS) FROM OPERATIONS                                        89,809         (122,037)

INTEREST INCOME (EXPENSE), NET                                        1,893            8,701
                                                                -----------      -----------

INCOME (LOSS) BEFORE TAXES ON INCOME                                 91,702         (113,336)
INCOME TAX BENEFIT                                                        0          (40,800)
                                                                -----------      -----------

NET INCOME (LOSS)                                                $   91,702      $   (72,536)
                                                                ===========      ===========

BASIC EARNINGS (LOSS) PER
 COMMON SHARE                                                    $     0.02      $     (0.01)
                                                                ===========      ===========

WEIGHTED AVERAGE SHARES
  OUTSTANDING                                                     5,019,551        4,994,551
                                                                ===========      ===========

DILUTED EARNINGS (LOSS) PER
 COMMON SHARE                                                    $     0.02      $     (0.01)
                                                                ===========      ===========

DILUTED AVERAGE SHARES
 OUTSTANDING                                                      5,586,883        5,364,134
                                                                ===========      ===========
</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 Three Months Ended December 31, 1999
                             and December 31, 1998
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                December 31,            December 31,
                                                                                    1999                   1998
                                                                                ------------            -----------
<S>                                                                          <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                            $      91,702              $   (72,536)
Adjustments to reconcile net income to cash
 provided by operating activities:
  Depreciation and amortization                                                    128,965                  122,257
  Loss on sale of property and equipment                                            (4,914)                       -
  Amortization of deferred share award                                               5,427                        -

Changes in operating assets and liabilities:
  Trade accounts receivable                                                       (149,149)                 806,241
  Inventories                                                                      260,750                 (402,999)
  Other assets                                                                      (4,387)                 125,795
  Accounts payable and accrued expenses                                           (601,315)                (389,094)
                                                                                ----------               ----------

Net cash provided by (used in) operating activities                               (272,921)                 189,664
                                                                                ----------               ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  (Increase) decrease in investments                                                14,717                  (11,886)
  Proceeds from sale of property and equipment                                         835                        -
  Patent costs paid                                                                (13,131)                 (26,748)
  Purchases of property and equipment                                              (31,807)                 (87,872)
                                                                                ----------               ----------

Net cash provided by (used in) investing activities                                (29,386)                (126,506)
                                                                                ----------               ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on long-term debt and capital leases                                    (30,699)                 (18,540)
                                                                                ----------               ----------

Net cash used in financing activities                                              (30,699)                 (18,540)
                                                                                ----------               ----------

INCREASE IN CASH AND CASH EQUIVALENTS                                             (333,006)                  44,618

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                                        757,076                  988,586
                                                                                ----------               ----------

CASH AND CASH EQUIVALENTS AT END
  OF PERIOD                                                                  $     424,070              $ 1,033,204
                                                                                ==========               ==========
</TABLE>

        See accompanying notes to the consolidated financial statements

                                       4
<PAGE>

                             LASER TECHNOLOGY, INC.

                   Notes to Consolidated Financial Statements

        (Information for the three ended December 31, 1999 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., Light Solutions Research, Inc. 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 statements of operations for the
three month periods ended December 31, 1999 and 1998, (b) the consolidated
financial position at December 31, 1999, and (c) the consolidated statements of
cash flows for the three month periods ended December 31, 1999 and 1998. 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, 1999. 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

         SFAS No. 128 provides for the calculation of "Basic" and "Diluted"
income (loss) per share. Basic income (loss) 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 income
(loss) per share reflects the potential dilution of securities that could share
in the earnings of an entity that were outstanding for the period. Fully diluted
income per share for December 31, 1999 is not materially different from basic
income per share because the diluted shares would be antidilutive.

         The following is provided to reconcile the earnings per share
calculation:

                                                    Three Months Ended
                                                        December 31,
                                                   --------------------
                                                1999                 1998
                                                ----                 ----
Basic Earnings Per Common Share:
Numerator
    Net Income (Loss)                        $   91,702          $   (72,536)
Denominator
    Weighted Average Shares                   5,019,551            4,994,551
                                             ----------          -----------
Per Share Amounts
    Basic Earnings (Loss)                    $     0.02          $     (0.01)
                                             ==========          ===========

Diluted Earnings Per Common Share:
Numerator
    Net Income (Loss)                        $   91,702          $   (72,536)
Denominator
    Weighted Average Shares                   5,019,551            4,994,551
    Employee Stock Options                      567,332              369,583
                                             ----------          -----------
                                              5,586,883            5,364,134
Per Share Amounts
    Basic Earnings (Loss)                    $     0.02          $     (0.01)
                                             ==========          ===========

                                       5
<PAGE>

c.       Operating Segments

         The Company's primary operating segments for the three months ended
December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                            December 31, 1999
                                                     Traffic Safety       Survey/Mapping       Other      Royalties       Total
                                                     ------------------------------------------------------------------------------
<S>                                                  <C>                  <C>                 <C>         <C>          <C>
Net sales...........................................   $2,236,389            $  753,410       $ 98,688                 $  3,088,487
Cost of goods sold..................................    1,151,155               378,407         25,700                    1,555,262
Sales and marketing expenses........................      501,468               237,246          4,698                      743,412
Gross margin (after sales and marketing expenses)...      583,766               137,757         68,290                      789,813
Royalty and licensing income........................                                                       265,507          265,507
Total other operating expenses......................                                                                        965,511
Income (loss) from operations.......................                                                                         89,809
Interest income (expense), net......................                                                                          1,893
Income (loss) before taxes on income................                                                                         91,702
Taxes on income (benefit)...........................                                                                              0
Net income (loss)...................................                                                                   $     91,702
</TABLE>

<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....................................                                                                        (40,800)
Net income.........................................                                                                     $  (72,536)
</TABLE>

d.       Recent Accounting Pronouncements

         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. 137 amended the effective date of SFAS No. 133 for
all fiscal quarters of fiscal years beginning after June 15, 2000. Management
believes the adoption of this statement will have no material impact on the
Company's financial statements


NOTE 2 - Subsequent Events

         Not applicable.

                                       6
<PAGE>

                                    ITEM 2.

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


Results of Operations for the Three and Nine Months Ended December 31, 1999 and
December 31, 1998

         For the three month fiscal periods ended December 31, 1999 and 1998,
the following table provides the percentage relationship to net sales of
principal items in the Company's Consolidated Statements of Operations. It
should be noted that percentages discussed throughout this analysis are stated
on an approximate basis.


                                      Three Months Ended
                                         December 31,
                                      ------------------

                                      1999          1998
                                      ----          ----
Net sales                             100%          100%
Cost of goods sold                     50            46
                                      ---           ---
Gross profit                           50            54
Royalty and licensing income            8             9
                                      ---            --
Total operating income                 58            63
Operating expenses                     55            67
                                      ---           ---
Income from operations                  3            (4)
Interest income, net                    -            --
                                      ---           ---
Income before taxes on income           3            (4)
Tax (benefit) expense                   -            (1)
                                      ---           ---
Net income                              3%           (3)%
                                      ===           ===


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.


                                      Three Months Ended
                                         December 31,
                                      ------------------

                                     1999             1998
                                     ----             ----

Traffic Safety Systems            $ 2,236,389      $ 1,614,751
Percentage of revenues                72%             61%

Survey and Mapping Systems            753,410          945,959
Percentage of revenues                24%             36%

Other                                  98,688           95,990
Percentage of revenues                 4%              3%

     Total Revenues               $ 3,088,487      $ 2,656,700
                                  ===========      ===========

         Total revenues for the first quarter ended December 31, 1999 ("1999")
increased 16.3% to $3,088,489 from $2,656,700 realized in the first quarter
ended December 31, 1998 ("1998").

                                       7
<PAGE>

         Traffic Safety sales during the 1999 period increased 38.5% to
$2,236,389 from $1,614,751 realized in the prior year period. Domestic sales
increased 12 percent from $854,700 to $969,057 while International sales of
Traffic Safety products improved 60% from $794,812 to $1,267,332. The Company
believes the increase reflected growing acceptance of the Company's second
generation Ultralyte laser combined with strong international sales activity
during the quarter. Sales of the Company's Survey and Mapping products decreased
20.4% to $753,410 in 1999 as compared to $945,959 realized in the 1998 period.
Domestic sales declined 6% from $566,552 to $530,708. International sales
decreased 40% from $379,407 to $222,702 reflecting softer dealer stock orders
during the quarter.

         International sales comprised 48% of net sales for the 1999 period as
compared to 44% for the corresponding 1998 period. 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 the Company's revenues.

         Gross profit as a percentage of net sales was 50% for the 1999 period
compared to 54% for the 1998 period. The change in the Company's gross margin
can be attributed primarily to higher than normal sales into the international
markets which carry a lower gross profit margin, as these sales typically are
sold through distributors.

         Royalty and licensing income from the Company's licensees was $265,507
in the 1999 period compared to $242,939 in 1998, representing an 8.7% increase.
The increase is attributed to the increased consumer products sales by the
Company's primary licensee, Bushnell. Management believes that royalty income
related to the Company's licensing agreement with Bushnell, and its various
other licensing agreements, will continue to beneficially impact the Company's
operating results.

         Total operating expenses decreased approximately 5% to $1,708,923 for
the 1999 period from $1,795,740 for the comparable 1998 period. As a percentage
of net sales, total operating expenses decreased to 55% for the 1999 period from
67% for the 1998 period. The decrease in operating expenses primarily relates to
reduced personnel costs.

         Due to increased revenues and decreased operating expenses, the Company
realized a profit from operations of $89,809 compared to a loss from operations
of ($122,037) realized in the 1998 period. After income tax expense or benefit,
the Company realized a net income of $91,702 in the 1999 period, or $.02 basic
earnings per share, compared to a net loss of ($72,536) in 1998, or ($.01) basic
earnings per share.


Liquidity and Capital Resources

         At December 31, 1999, the Company had working capital of $5,832,134.
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, 1999, cash used by
operating activities was $272,921. Cash was increased by net income of $91,702,
and by depreciation expense of $128,965 and reductions in inventory of $260,750,
offset by an increase in accounts receivable of $149,149 and reductions of
accounts payable and accrued expenses of $601,315. Cash used in investing
activities of $29,386 purchases of property and equipment and patent related
costs. Cash used in financing activities of $30,699 reduced long-term debt. For
the three month period ended December 31, 1999, cash and cash equivalents
decreased by $333,006. This decrease is primarily related to the Company
beginning to pay some of the costs associated with the 1999 settlement and
restructuring costs that were accrued at September 30, 1999 (see Part II, Item
1) as well as reductions in accounts payable.

         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, 1998, cash and cash equivalents increased $44,618.


Risk Factors and Cautionary Statements

                                       8
<PAGE>

         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.  OTHER INFORMATION

Item 1. Legal Proceedings

         On February 10, 1999 a securities class action complaint entitled Moshe
Rosenfeld, On Behalf of Himself and All Others Similarly Situated, vs. Laser
Technology, Inc., David Williams, Pamela Sevy, Dan H. Grothe, Jeremy Dunne 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 Company believes the action is premised in part on the resignation
of the Company's independent accountant, BDO Seidman, LLP ("BDO"), on December
21, 1998, and the resignation of the members of the Audit Committee of the Board
of Directors on January 7, 1999. The resigning members of the Audit Committee
comprised the Special Audit Committee (the "Special Committee"). They resigned
from the Board of Directors 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 withdrawal of five years of audited
financial statements, the American Stock Exchange suspended trading in the
Company's shares on December 23, 1998. Trading was resumed on March 22, 1999.
For a full discussion see the disclosure set forth in Item 7 below.

         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.

         Five additional securities class actions and one stockholder's
derivative suit have been filed against the Company and certain of its former
and present officers and directors. All cases were filed in the United States
District Court for the District of Colorado and have been consolidated for
pre-trial purposes. The Company believes that the additional actions parallel
the one described above.

         On October 6, 1999, the Company announced that it had entered into an
"agreement in principle" for the settlement of all the aforementioned actions.
On December 10, 1999, a Stipulation of Settlement was executed by the parties
and filed with the Court. Although the parties have agreed to a settlement, the
Stipulation of Settlement is subject to Court approval. A preliminary fairness
hearing before the Court will be requested.

         Pursuant to the terms of the proposed settlement, the plaintiffs and
their attorneys will receive $850,000 in cash and 475,000 shares of the
Company's common stock. The Company has also reached an agreement with its
insurance carrier whereby $740,000 of the cash portion of the settlement will be
paid by the carrier. The remaining $110,000 in cash will be paid by the Company
and certain individuals involved in the settlement. It is proposed that the
shares to be issued in the settlement will become free from restriction and
tradable at various times following final approval by the Court. Accordingly,
one-third of the shares will be tradable at the time of the final judgment and
distribution, one-third will be tradable sixty days thereafter, and the final
one-third will be tradable 120 days after distribution. The 475,000 shares to be
distributed are equal to approximately 9.5% of the total shares presently
outstanding.

         As a condition of the settlement, the Company will be released from all
future claims and actions by the plaintiffs and class members related to the
pending actions. The costs of the settlement together with projected legal
expenses involved in completing the settlement have been accrued in the
Company's 1999 financial statements. Management believes that the terms of the
settlement as proposed will not have a material adverse effect on the Company.
Management estimates that if the proposed settlement is approved by the Court
and all the parties, the final resolution will most likely occur during the
third or fourth quarter of fiscal 2000.

         An order directing private investigation was issued by the Securities
and Exchange Commission (the "Commission") on January 21, 1999 ("In the Matter
of Laser Technology, Inc. / NY-D-2129). In response to the order, certain
individuals

                                      10
<PAGE>

gave depositions in the matter and the Company delivered to the Commission
certain requested documents pursuant to a subpoena duces tecum. The Company
believes that the investigation concerns matters related to the events which led
to the resignation of the Special Committee and the Company's independent
accountant.

         On September 14, 1999, the Commission notified the Company of its
intent to recommend the filing of a civil injunctive case against the Company.
The Commission stated that its proposed complaint would allege violations by the
Company of certain provisions of the Securities Exchange Act of 1934. The
Commission further alleged that the Company filed false financial statements and
that certain officers falsified accounting records pertaining to the return and
resale of certain units previously sold to LTI Australia.

         The Company has cooperated with the Commission in its investigation.
The Company and the Commission have "agreed in principal" to a potential
settlement of the Commission's action. Under terms of the proposed settlement,
the Commission would issue a Cease and Desist Order against the Company. The
Commission is also investigating the actions of certain officers and directors
in connection with the alleged accounting irregularities. As of this date, the
parties have entered into settlement negotiations with the Commission.
Management believes that the proposed settlement is equitable for the Company
and would not have a material adverse effect on the Company. The Company is
continuing its discussions with the Commission and foresees a resolution to the
action during the second quarter of fiscal 2000.

                                      11
<PAGE>

                                   PART II.


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 security holders, through the
solicitation of proxies or otherwise, during the first quarter ended December
31, 1999.


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: January 31, 2000                     By  /s/ Brian P. Abeel
      ----------------                        ----------------------------------
                                                    Brian P. Abeel
                                           Executive Vice President
                                           and Chief Financial Officer






Date: January 31, 2000                     By  /s/  Blair J. Zykan
      ----------------                        ----------------------------------
                                                    Blair J. Zykan
                                           President and Chief Executive Officer

                                      13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-START>                             OCT-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                         424,070
<SECURITIES>                                         0
<RECEIVABLES>                                4,313,899
<ALLOWANCES>                                   256,000
<INVENTORY>                                  2,586,985
<CURRENT-ASSETS>                             7,721,614
<PP&E>                                       2,747,864
<DEPRECIATION>                               1,328,654
<TOTAL-ASSETS>                              10,676,823
<CURRENT-LIABILITIES>                        1,814,543
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        52,442
<OTHER-SE>                                   8,722,930
<TOTAL-LIABILITY-AND-EQUITY>                10,676,823
<SALES>                                      3,088,487
<TOTAL-REVENUES>                             3,353,994
<CGS>                                        1,555,262
<TOTAL-COSTS>                                3,264,185
<OTHER-EXPENSES>                               (1,893)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 91,702
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    91,702
<EPS-BASIC>                                        .02
<EPS-DILUTED>                                      .02


</TABLE>


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