United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from -------- to ----------
Commission File Number 0-13316
LASER CORPORATION
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(Exact name of small business issuer as specified in its charter)
Utah 87-0395567
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(State of Incorporation) (I.R.S. Employer
Identification No.)
2500 South Decker Lake Blvd. #6
Salt Lake City, UT 84119
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(Address of principal (Zip Code)
executive office)
(801) 972-1311
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(Issuer's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practical date.
Common Stock, .05 Par Value -- 1,643,073 shares as of August 11, 2003
INDEX
LASER CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets - June 30, 2003. (Unaudited)
Consolidated Condensed Statements of Operations - Three months ended
June 30, 2003 and 2002; Six months ended June 30, 2003 and 2002.
(Unaudited)
Consolidated Condensed Statements of Cash Flows - Six months ended
June 30, 2003 and 2002. (Unaudited)
Notes to Consolidated Condensed Financial Statements - June 30, 2003.
Item 2. Management's Discussion and Analysis.
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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CERTIFICATION
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EXHIBITS
- --------
2
PART I. FINANCIAL INFORMATION
Item 1.
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
June 30,
ASSETS 2003
- ------ (Unaudited)
-----------
CURRENT ASSETS
Cash and cash equivalents $ 5,960
Receivables, net 18,050
Inventories 25,123
Assets from discontinued operations 58,025
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Total Current Assets 107,158
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NON-CURRENT ASSETS
Equipment and leasehold improvements, net 24,088
$ 131,246
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LIABILITIES AND
- ---------------
STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES
Accounts payable $ 536,998
Accrued expenses 180,931
Accrued warranty expense 50,000
Liabilities from discontinued operations 624,883
Current notes payable 500,000
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Total Current Liabilities 1,892,812
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LONG-TERM DEBT --
-----------
Total Liabilities $ 1,892,812
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COMMITMENTS AND CONTINGENCIES --
STOCKHOLDERS' DEFICIT
Preferred Stock, no par value, 10,000,000 shares
authorized; no shares issued --
Common Stock, $.05 par value, 40,000,000 shares
authorized; 1,643,073 shares
issued and outstanding 82,154
Additional paid-in capital 2,168,350
Deferred Compensation (136,800)
Accumulated deficit (3,875,270)
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Total Stockholders' Deficit (1,761,566)
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$ 131,246
===========
See accompanying notes to consolidated financial statements
3
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Six months ended
---------------------------- ---------------------------
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
REVENUES:
Net sales $ 40,346 $ 35,764 $ 77,543 $ 224,455
Interest and other income -- 3 -- 5
------------ ------------ ------------ ------------
40,346 35,767 77,543 224,460
COSTS AND EXPENSES:
Cost of sales 38,563 53,102 100,349 237,430
Selling, general and
administrative 58,070 95,335 97,342 194,633
Research and development -- -- -- --
Royalties -- -- -- --
Interest 9,155 8,750 17,911 17,500
------------ ------------ ------------ ------------
Total Operating Expenses 105,788 157,187 215,602 449,563
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS
BEFORE INCOME TAXES (65,442) (121,420) (138,059) (225,103)
Income Tax Benefit -- -- -- --
------------ ------------ ------------ ------------
LOSS FROM CONTINUING
OPERATIONS (65,442) (121,420) (138,059) (225,103)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS,
Net of Income Taxes (336,971) 50,237 (483,441) 72,352
------------ ------------ ------------ ------------
NET LOSS $ (402,413) $ (71,183) $ (621,500) $ (152,751)
============ ============ ============ ============
Loss Per Share from Continuing
Operations - Basic and Diluted $ ( .04) $ ( .07) $ ( .08) $ ( .14)
(Loss) Income Per Share from
Discontinued Operations
- Basic and Diluted $ ( .20) $ .03 $ ( .30) $ .05
------------ ------------ ------------ ------------
TOTAL NET LOSS PER SHARE
- Basic and Diluted $ ( .24) $ ( .04) $ ( .38) $ ( .09)
============ ============ ============= ============
Weighted average number of shares
of Common Stock outstanding
- Basic and Diluted 1,643,000 1,643,000 1,643,000 1,641,000
============ ============ ============ ============
See accompanying notes to consolidated financial statements
4
LASER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Unaudited)
2003 2002
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (621,500) $ (152,751)
Adjustments to reconcile net loss to net cash (used in)
provided from operating activities:
Depreciation and amortization 14,844 29,605
Provision for losses on accounts receivable 308 4,977
Gain on sale of assets (12,946) --
Impairment of assets from discontinued operations 140,053 --
(Increase) decrease in:
Receivables (378) (202,766)
Inventories 95,031 164,147
Other assets 31,416 (3,527)
Increase (decrease) in:
Accounts payable and accrued expenses 331,840 178,419
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Net cash (used in) provided by operating activities (21,332) 18,104
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property and equipment 26,926 --
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Net cash provided by investing activities 26,926 --
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Capital Leases (3,172) (5,825)
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Net Cash (used in) financing activities (3,172) (5,825)
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NET INCREASE IN CASH AND CASH EQUIVALENTS 2,422 12,279
CASH AND CASH EQUIVALENTS, BEG. OF PERIOD 14,592 26,837
Cash and cash equivalents allocated to discontinued operations (11,054) (25,339)
------------ -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,960 $ 13,777
============ =============
See accompanying notes to consolidated financial statements
5
LASER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2003
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and Rule 310 of
Regulation S-B. Accordingly, they do not include all of the information and
footnote disclosures required by accounting principles generally accepted in the
United States of America. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months and the
six months ended June 30, 2003 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended December 31, 2002 included in the Company's Annual
Report on Form 10-KSB (file number 0-13316).
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared under the
assumption that the Company will continue as a going concern. Such assumption
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. For the six-month period ended June 30, 2003, and
the years ended December 31, 2002 and 2001, the Company incurred losses of
($621,500), ($420,745) and ($641,712), respectively. For the six month period
ended June 30, 2003, and for the years ended December 31, 2002, and 2001, the
Company has also experienced net cash inflows (outflows) from operating
activities of ($21,332), ($1,309) and $16,389. The financial statements do not
include any adjustments that might be necessary should the Company be unable to
continue as a going concern. The Company's continuation as a going concern is
dependent upon its ability to generate sufficient cash flow to meet its
obligations on a timely basis, to obtain additional financing as may be
required, and ultimately to attain profitability. Potential sources of cash
include external debt and the sale of new shares of company stock or alternative
methods such as mergers or sale transactions. No assurances can be given,
however, that the Company will be able to obtain any of these potential sources
of cash.
NOTE C - RECLASSIFICATIONS
Certain 2002 financial statement amounts have been reclassified to
conform to 2003 presentations.
6
NOTE D - ACCRUED EXPENSES
Other accrued expenses consist of the following at June 30, 2003:
Accrued interest $ 111,616
Trade Show fees 39,507
Accounting fees 13,717
Directors fees 10,000
Other 6,091
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$ 180,931
=========
NOTE E - WEIGHTED AVERAGE SHARES
The computation of basic loss per common share is based on the weighted
average number of shares outstanding during each year.
The computation of diluted earnings per common share is based on the
weighted average number of common shares outstanding during the year, plus the
common stock equivalents that would arise from the exercise of stock options and
warrants outstanding, using the treasury stock method and the average market
price per share during the year. Options to purchase 186,000 and 290,084 shares
of common stock at prices ranging from $.10 to $6.06 per share were outstanding
at June 30, 2003 and 2002, respectively, but were not included in the diluted
loss per share calculation because the effect would have been antidilutive.
NOTE F - STOCK COMPENSATION
The Company accounts for stock-based compensation under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. No stock-based employee compensation
cost is reflected in net income (loss), as all options vested had an exercise
price equal to or greater than the market value of the underlying common stock
on the date of grant. No options were issued or vested during the three or six
months ended June 30, 2003 and 2002, therefore, there would be no effect on net
income and earnings per share if the Company had applied the fair value
recognition provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.
NOTE G - SUPPLEMENTAL CASH FLOW INFORMATION
During the six months ended June 30, 2003, the Company returned
inventory to a supplier in the amount of $72,200 and recorded a corresponding
reduction in accounts payable. The Company also exercised its right of offset
with certain accounts receivable and accounts payable to related parties, which
reduced accounts receivable and accounts payable by $438,272.
During the quarter ended June 30, 2002, the Company issued 11,716
shares of common stock to two board members in exchange for $20,000 of accrued
director's fees.
7
Actual cash paid for interest and income taxes are as follows:
Six Months
Ended June 30,
2003 2002
---- ----
Interest 327 2,304
--- -----
Income Taxes -- --
--- -----
NOTE H - DISCONTINUED OPERATIONS
Due to the lack of orders for the Company's laser products and the
resulting lack of income and cash flow, on April 7, 2003, the Company suspended
the operations of its subsidiary, American Laser Corporation. Subsequent to that
date the Board of Directors decided to permanently discontinue the operations of
American Laser Corporation and sell its assets. The assets, liabilities, and
condensed discontinued operations are as follows:
June 30, 2003
---------------
Assets:
Cash $ 11,054
Accounts receivable, net 6,583
Inventories 2,000
Equipment and leasehold improvements, net 38,388
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Total assets of discontinued operations $ 58,025
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Liabilities:
Accounts payable and accrued expenses $ 620,202
Current capital lease obligation 4,681
---------------
Total liabilities of discontinued operations $ 624,883
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8
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Revenues:
Net sales $ 61,786 $ 478,346 $ 236,049 $ 995,361
Interest and other income 13,350 53 13,379 88
------------ ------------ ------------ ------------
Total revenue and other income 75,136 478,399 249,428 995,449
Costs and expenses:
Cost of products sold 132,718 347,797 366,245 747,987
Selling, general and
administrative 137,027 61,437 215,064 131,317
Research and development 1,412 12,105 8,810 28,452
Royalties -- 6,105 1,187 13,037
Interest 897 718 1,510 2,304
Asset impairment expense 140,053 -- 140,053 --
------------ ------------ ------------ ------------
Total costs and expenses 412,107 428,162 732,869 923,097
------------ ------------ ------------ ------------
(Loss) income before income taxes (336,971) 50,237 (483,441) 72,352
Income tax (expense) benefit -- -- -- --
------------ ------------ ------------ ------------
Net (loss) income $ (336,971) $ 50,237 $ (483,441) $ 72,352
------------ ------------ ------------ ------------
NOTE I - ASSET IMPAIRMENTS
During the three months ended June 30, 2003, the Company determined to
discontinue the operations of its subsidiary, American Laser Corporation, as
noted in Note H above. As a result of the Company's inability to generate future
income and cash flows, and its decision to sell the assets of American Laser
Corporation, the Company has recorded asset impairment charges during the
quarter ended June 30, 2003 as follows:
Inventory $ 76,544
Equipment and leasehold improvements 53,509
Other assets 10,000
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Total impairment of assets from
discontinued operations $ 140,053
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9
NOTE J - SUBSEQUENT EVENTS
Due to the lack of orders for the Company's medical laser products and
the resulting lack of income and cash flow, on July 31, 2003 the Board of
Directors decided to permanently discontinue the operations of American Laser
Medical, Inc. dba A.R.C. Laser Corporation and sell its assets. Its operations
have ceased and management is currently in the process of winding up its
affairs.
On August 11, 2003, the Company entered into a stock subscription
agreement with an entity, whereby the Company will sell a number of shares equal
to approximately sixty-five percent of its issued and outstanding stock, at a
yet to be determined date, for $75,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of management as well as
assumptions made by, and information currently available to management. Such
statements reflect the current view of the Company respecting future events and
are subject to certain risks, uncertainties, and assumptions, including the
risks and uncertainties noted throughout the document. Although the Company has
attempted to identify important factors that could cause the actual results to
differ materially, there may be other factors that cause the forward-looking
statements not to come true as anticipated, believed, projected, expected, or
intended. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may differ
materially from those described herein as anticipated, believed, projected,
estimated, expected, or intended.
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing in the Company's
Annual Report on Form 10-KSB (file number 0-13316).
RESULTS OF OPERATIONS
- ---------------------
Three months ended June 30, 2003.
Net sales from continuing operations, for the three months ended June
30, 2003 were $40,346 as compared to $35,764 for the same period in 2002 an
increase of $4,582.
10
Cost of products sold for the three months ended June 30, 2003 were
$38,563 as compared to $53,102 for the same period in 2002, a decrease of $14,
539 or 27 %, which was primarily due to a decrease in labor and overhead costs.
As a percentage of net sales, cost of products sold was 96% for the three months
ended June 30, 2003 as compared to 148% for the same period in 2002.
Selling, general, and administrative expenses for the three months
ended June 30, 2003 were $58,070 as compared to $95,335 for the same period in
2002, a decrease of $37,265 or 39%. This decrease in selling, general, and
administrative expenses was the result of decreased activity and personnel in
continuing operations.
Interest expenses for the three month period ended June 30, 2003 were
$9,155 as compared to $8,750 during the same period of 2002. Interest expenses
are primarily the result of the interest accrued on two convertible notes
payable.
The Company recognized a net loss from continuing operations for the
three months ended June 30, 2003 of $65,442, or $.04 per share compared to a net
loss of $121,420, or $.07 per share for the same period in 2002, a decrease of
$55,978, or $.03 per share. This decrease in the net loss is primarily the
result of decreased activity and personnel in continuing operations.
The Company recognized a net loss from the discontinued operations of
$336,971, for the three months ending June 30, 2003, compared to net income of
$50,237 for the same period during 2002.
Inclusive of the discontinued operations, the Company experienced a net
loss for the three months ending June 30, 2003 of $402,413, or $.24 per share
compared to a net loss of $71,183 or $.04 per share for the same period in 2002.
On April 7, 2003, the Company suspended the operations of its
subsidiary, American Laser Corporation, and its operations are presented in
discontinued operations. Subsequent to June 30, 2003, the Board of Directors
decided to permanently discontinue the operations of American Laser Medical,
Inc. dba, A.R.C. Laser Corporation and sell its assets. As of the date of this
filing, the Company has ceased all active operations and is winding up the
affairs of its subsidiaries, which have been dissolved.
Six months ended June 30, 2003.
Net sales from continuing operations, for the six months ended June 30,
2003 were $77,543 as compared to $224,455 for the same period in 2002 a decrease
of $146,912 or 65%. This decrease was the result of decreased sales of the
Company's medical laser equipment.
Cost of products sold for the six months ended June 30, 2003 were
$100,349 as compared to $237,430 for the same period in 2002, a decrease of
$137,081 or 58 %, which was primarily due to the decrease in sales. As a
percentage of net sales, cost of products sold was 129% for the six months ended
June 30, 2003 as compared to 106% for the same period in 2002. This percentage
increase in the cost of products sold was primarily the result of a larger
percentage decrease in sales compared to the percentage decrease in cost of
sales, including certain fixed costs.
11
Selling, general, and administrative expenses for the six months ended
June 30, 2003 were $97,342 as compared to $194,633 for the same period in 2002,
a decrease of $97,291 or 50%. This decrease in selling, general, and
administrative expenses was primarily the result of reduced marketing and sales
costs and decreased activity and personnel in continuing operations.
Interest expenses for the six month period ended June 30, 2003 were
$17,911 as compared to $17,500 of interest expense during the same period of
2002. Interest expenses are primarily the result of the interest accrued on two
convertible notes payable.
The Company recognized a net loss from continuing operations for the
six months ended June 30, 2003 of $138,059, or $.08 per share compared to a net
loss of $225,103, or $.14 per share for the same period in 2002, a decrease of
$87,044, or $.06 per share. This decrease in the net loss is primarily the
result of decreased marketing and sales costs and decreased activity and
personnel in continuing operations.
The Company recognized a net loss from the discontinued operations of
$409,130, for the six months ending June 30, 2003, compared to net income of
$72,352 for the same period during 2002.
Inclusive of the discontinued operations, the Company experienced a net
loss for the six months ending June 30, 2003 of $621,500, or $.38 per share,
compared to a net loss of $152,751 or $.09 per share for the same period in
2002.
On April 7, 2003, the Company suspended the operation's of its
subsidiary, American Laser Corporation, and its operations are presented in
discontinued operations. Subsequent to June 30, 2003, the Board of Directors
decided to permanently discontinue the operations of American Laser Medical,
Inc. dba, A.R.C. Laser Corporation and sell its assets. As of the date of this
filing, the Company has ceased all active operations and is winding up the
affairs of its subsidiaries, which have been dissolved.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2003, the Company's continuing operations had a deficit in
working capital of $1,785,654 as compared to a deficit in working capital of
$1,069,427 at December 31, 2002, an increase in working capital deficit of
$716,227. This decrease in working capital was primarily the result of the
Company's net loss, the discontinued operation and sale of assets.
The Company's continuation as a going concern is dependent on its
ability to generate sufficient income and cash flow to meet its obligations on a
timely basis, to obtain additional financing as may be required. The Company has
ceased active operations and therefore is unable to generate any income or cash
flow from operations. No assurances can be given that the Company will be able
to continue as a going concern.
11
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Based on their evaluations as of June 30, 2003, the principal executive
officer and principal financial officer of the Company have concluded that the
Company's disclosure controls and procedures (as defined in Rules 13a-14(c)
under the Securities Exchange Act) are effective to ensure that information
required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC.
(b) Changes in internal controls
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these internal controls
subsequent to the date of their most recent evaluation. The Company did not need
to implement any corrective actions with regard to significant deficiencies and
material weaknesses in its internal controls.
PART II. OTHER INFORMATION
-----------------
Item 1. LEGAL PROCEEDINGS
In May 2002, Leon Cohn, M.D. filed an action in Florida against the
Company for breach of contract on a purchase agreement entered into for a Dodick
Laser PhotoLysis System. Dr. Cohn is seeking to obtain a refund of the
approximately $100,000 purchase price and return the system. The Company
disputes the right of Dr. Cohn to return the System and obtain a refund.
Discovery in this action was commenced and the Company filed an answer on
October 1, 2002 but since then the Plaintiff has done nothing to move the case
forward.
During 2002, two unrelated parties which had entered into agreements
with the Company to purchase Dodick Laser PhotoLysis Systems claimed a right to
terminate their purchase agreements. To resolve the dispute, the Company agreed
to accept return of the systems and to repay the purchase price in monthly
payments. The Company has been unable to make the monthly payment obligations.
These parties have threatened to commence legal action, but to our knowledge
have not yet done so.
The Company in involved in certain additional legal actions which it
considers generally routine to its business activities or which involved claims
which, if decided adversely to the company, would not materially affect the
consolidated financial statements of the Company.
ITEM 5. OTHER INFORMATION
Due to the lack of orders for the Company's laser products and the
resulting lack of income and cash flow, on April 7, 2003, the Company suspended
the operation of its subsidiary, American Laser Corporation. Subsequent to that
date the Board of Directors decided to permanently discontinue the operations of
American Laser Corporation and sell its assets. On July 28, 2003 American Laser
Corporation was dissolved.
12
On July 31, 2003, American Laser Medical, Inc., dba A.R.C. Laser
Corporation, was also dissolved due to lack of sales. Its operations have ceased
and management is currently in the process of closing this operation and winding
up its affairs.
The Company had fallen behind in the payment of its facility rental
obligations and the landlord notified the Company of default and requested that
the Company vacate the premises. The Company has temporarily leased a much
smaller facility and relocated.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
1. Exhibits
Exhibit 31.1 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
2. Reports on Form 8-K.
No reports on Form 8-K have been filed during the quarter ended June
30, 2003.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LASER CORPORATION
Date: August 19, 2003 /s/ B. Joyce Wickham
---------------- ----------------------------------
B. Joyce Wickham
President, Chief Executive Officer
and Director
Date: August 19, 2003 /s/ Mark L. Ballard
----------------- ----------------------------------
Mark L. Ballard
Vice President, Treasurer,
Assistant Secretary and Director
14