Law Office of
Frank Brady, P.A.
370 W. Camino Gardens Blvd.
Suites 336 & 337
Boca Raton, FL 33432
Phone: (561) 338-9256
Fax: (561) 338-5824
November 26, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: Physicians Laser Services, Inc.
Commission File No. 2-89401
Gentlemen:
On behalf of Physicians Laser Services, Inc. f/k/a Ex-CelResources,
Inc., Commission file no. 2-89401 (the "Registrant"), I am refiling
the Registrant's Form 10-QSB for the quarter ended Sept. 30, 1996,
which was initially filed on November 22, 1996 under accession number
0000740695-96-000021. Apparently, the document initially filed included
an incorrect CIK Confirmation Code.
Thank you for your prompt attention to this request.
Very truly yours,
Frank Brady, p.a.
By:/s/ Frank R. Brady, Esq.
Attorney for Registrant
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended September 30, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
For the transition period from to
Commission file number 2-89401
PHYSICIANS LASER SERVICES, INC. (f/k/a EX-CEL RESOURCES, INC.)
(Exact name of small business issuer as Specified in its Charter)
Delaware 13-3188137
(State of incorporation) (IRS identification no.)
3200 N. Federal Highway, Suite 226, Boca Raton, FL 33431
(Address of Principal Executive Office)
Registrant's telephone number, including area code:(561) 750-2300
P.O. Box 907, Boca Raton, FL 33429-0907
(Former address, if changed since last report)
Check 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 or No
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the Registrant has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No .
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date: 5,466,334
shares as of September 30, 1996.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SEE EXHIBIT C ATTACHED
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation: The Registrant has the following cash
requirements for November and December of 1996: $50,000 for general
corporate operations, $25,000 for Corporate and Florida
marketing expenses, $45,000 for collective marketing expenses at the
three other existing subsidiary companies including Physician Laser
Services of Connecticut, New York and Virginia, and a $30,000
reserve for contingencies. The total 1996 projected cash requirement is
$150,000. The Registrant's cash needs for 1997 is expected to be $500,000,
including a cash reserve for potential acquisitions.
The Registrant expects to generate cash to cover these needs as follows:
During the remainder of 1996 approximately $80,000 from continuing operations,
$50,000 in cash presently on hand, and $50,000 from a private investor.
The Registrant expects to make one more acquisition prior to the end of
1996, for which a letter of intent has been executed. Sales for the year
ended December 31, 1996 are projected to be approximately $1,000,000.
The Registrant expects to make four additional acquisitions during 1997,
and expects to generate approximately $4,700,000 in sales with a pre-tax
profit of approximately $716,000.
The Registrant expects to undertake a secondary offering of its securities
in 1997 and to raise $3,000,000 as a result thereof.
In part these projections are contingent upon matters and market conditions
beyond the Registrants' control, and therefore the Registrant cannot
guarantee the results.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operation - (1) Full Fiscal Years: The Registrant has been
dormant and has not conducted general business operations for the
5 years preceding December 31, 1995. Commencing in the last quarter of
1995, the Registrant commenced business operations as a going concern
through its subsidiary, Physicians Laser Services of Florida, Inc.
("PLSF"), which was incorporated in early February of 1995, and acquired
in October of 1995. Consequently, the Financial Statements of comparable
periods in 1995 were restated as a result of pooling of interests.
Additionally, the Registrant acquired Physicians Laser Services of
Connecticut (PLSCT) in May of 1996 as a pooling of interests, which
resulted in further restatement of prior period financials. Consequently,
it is not possible to make comparisons with years prior to 1995. It should
be noted that the Registrant is a growth company.
(b)(2)(i) Liquidity: Based on unaudited third quarter figures, the
working capital deficit improved from a negative $153,106 restated as of
December 31, 1995 to a negative of $85,729 as of September 30, 1996,
an improvement of $67,377 or approximately 44%. Retained earnings as
shown in the attached balance sheet contain $154,085 in accumulated
losses as shown on the Ex-Cel Resources, Inc. Balance Sheet contained
in Form 10-Q from September 30, 1995. These losses were generated by
Ex-Cel Resources, Inc. prior to the merger with Physicians Laser Services,
Inc. This negative figure continues to impact current net worth figures.
Net worth improved by $150,435 (or approximately 245%) from a
negative of $61,958 restated as of December 31, 1995 to a positive
$88,477 as of September 30, 1996. Sales increased to an average of $55,236
per month during fiscal year 1996 from an average of $24,938
per month during fiscal year 1995, which represents an average increase in
sales of approximately 222% or $39,298 per month. The Company experienced
a net loss of $88,740. This figure included an extraordinary expense item
of $40,000 and approximately $13,000 in depreciation. Notwithstanding
these adjustments, the net loss would have been $35,740.
(b)(2)(ii) Internal and external sources of liquidity: The
Registrant is showing $54,504 in cash and $11,934 in receivables on its
9/30/96 financial statement. The Registrant could experience an increase in
liquidity for the balance of 1996.
Liquidity could also increase as a result of positive cash flow
from operations, which is expected to amount to $81,362 for the 3 months
ending December 31, 1996. This cash flow will be generated by the
four existing subsidiaries PLSF (Florida) and PLSCT (Connecticut), as
well as two additional subsidiaries (Virginia and New York) which have
been acquired as of October 30, 1996 and November 4, 1996 respectively.
PLSCT and PLSF are expected to contribute $65,112 collectively. PLSNY
is expected to lose $15,000, and PLSVA is expected to contribute $31,250.
Revenues from this group of subsidiaries should
equal $2.5 million in 1997, which does not take into account the
additional revenue which will be generated by the expected acquisition
of sclero (varicose vein) and hair removal lasers. Factors that may
hinder this expectation include significant technology change, inability
to obtain the capital necessary to purchase the required number of laser
devices, increaes in competition in the market, and the Registrant's
ability to obtain and retain new clients.
The cash outlay expected for each of the operating units (PLSI,PLSF,PLSCT,
PLSNY and PLSVA) is expected to average $25,000 per unit, for a total of
$75,000.
(b)(2)(iii) Material commitments for capital expenditures and the expected
sources for funds for such expenditures: Other than as previously noted
above, there are no additional material commitments for capital expenditures
expected.
(b)(2)(iv) Known trends, events or uncertainties that have had or
are reasonably expected to have a material impact on net sales or revenues
or income: The known trends, events or uncertainties that Registrant
reasonably expects to have a material favorable impact on income include
its plans to acquire other mobile laser companies operating and located
throughout the United States. Through August of 1996, the Registrant has
identified 10 acquisition candidates. The acquisitions are anticipated to
be made through the issuance of the Registrant's common stock (restricted
pursuant to S.E.C. Rule 144) in exchange for the target laser company's
common stock.
In addition, the Registrant expects its revenues to increase as
more physicians are recruited as customers for the rental of its mobile
lasers in the Registrant's primary service area in South Florida, and
as physicians are recruited as customers for the rental of its mobile
lasers on Florida's west coast. However, increases in competition,
the Registrant's inability to employ a sufficient marketing and sales
force, among other factors, may adversely affect the Registrant's
anticipated increase in revenue.
(b)(2)(v) Significant elements of income or loss that do not
arise from the Registrant's continuing operations: see (b)(2)(iv) above.
(b)(2)(vi) Causes for any material changes from period to period in
one or more line items: None.
(b)(2)(vii) Seasonal aspects that had a material effect on the financial
condition or results of operations: None during the reporting period to
which this Form 10-QSB relates; however, revenues during the summer
season are traditionally lower in south Florida than during the fall,
winter and spring.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities.
NONE
Item 3. Defaults Upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information.
A letter of intent, dated July 11, 1996, was entered into between the
Registrant and Tri-State Laser Corp. (Tri-State) of Williamsborg, Ohio to
acquire all of the outstanding securities of Tri-State. The transaction
is anticipated to close on or before December 15, 1996. The Registrant
shall issue an undetermined amount of its common stock, restricted pursuant
to Rule 144, as consideration for the transaction.
From the period beginning June 11, 1996, and ending October 30, 1996, the
following shares of common stock have been issued from the Registrant's
treasury: 186,950 shares of unrestricted stock under S.E.C. Rule S-8,
which was filed on May 8, 1996. 325,066 shares and 231,728 shares under
S.E.C. Rule 144 were issued to Mark Pinter and Jonah Yavne and Howard
Holderness, Jr. And Richard Snell for the purchase of PLSNY and Mobilase,
Inc. of Virginia respectively. 15,000 shares of restricted stock under
S.E.C. Rule 144 were issued to employees, and 5,000 shares of restricted
stock was sold to a private investor at $2.00 per share.
Item 6. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits:
Letter of Intent, Tri-State Laser Corp.
Quarterly unaudited financial statements
(b) Reports on Form 8-K:
N/A
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed in its name
and on its behalf in the City of Boca Raton, State of Florida on
this 22nd day of November, 1996.
Physicians Laser Services, Inc.
f/k/a Ex-Cel Resources, Inc.
By:/s/ Raymond F. Stack, president
EXHIBIT C LETTER OF INTENT
Date: July 11, 1996
TO: Allen Taylor and Colin Herd, MD. Here (sometimes
jointly herein called "Shareholder" of Tri-State
Laser Corp., an Ohio Corporation (TLC).
FROM: Physicians Laser Services, Inc. (PLS)
PLS offers through this mutual non-binding Letter of Intent to Shareholder to
acquire all of the issued and outstanding common stock of TLC, in exchange
for Rule 144 Common Shares of PLS, under the terms herein, and subject to
the conditions herein:
A. PLS will exchange with the Shareholder 100% of the issued and outstanding
common shares of TLC for common shares of PLS on a closing date fixed below
(Closing).
B. The number of PLS common shares to be received by Shareholder
shall be as follows:
(1) There shall be a computation made by multiplying by five (5) TLC's
income before taxes as shown by a compilation prepared by TLC's CPA and
accepted by PLS of its projected balance sheet and income and expense
statement for the 12 month period beginning November 1, 1996 (Base
Period). The product of this multiplication shall be divided by $1.00
and the result to the nearest whole number shall be the nmber
of PLS common shares received by Shareholder under the paragraph b(1).
(2) Within 90 days after the end of the Base Period, TLC shall have
prepared for it an audit by its CPA of the Base Period (First Adjusted
Base Period). To the extent the audited income before taxes of the First
Adjusted Base Period exceeds the income before taxes of the Base Period,
shall receive additional common share of PLS. The excess income before
taxes shall be multiplied by five (5) and the product of this
multiplication shall be divided by $1.00. The result subject to paragraph
B(4), shall be the number of additional PLS common shares to be received
by Shareholder, from the First Adjusted Base Period Computation. The
shares to be received shall be adjusted to the nearest whole share.
(3) To the extent that the income before taxes in the First Adjusted Base
Period is less than the income before taxes in the Base Period,
Shareholder shall return to PLS in the amount computed as follows: the
deficit between income before taxes of the First Adjusted Base Period and
the income before taxes of the Base Period shall be multiplied by five (5)
and the product of this multiplication amount shall be divided
by $1.00, and its result shall be equal to the nearest number of whole
shares to be returned to PLS.
(4) a) The adjustment provided for in Paragraphs B(2) and B(3) of additional
shares shall not be limited.
b) The adjustment provided for Paragraphs B(2) and B(3) of "give-back"
shares shall be limited to 50% of the number of PLS shares received by the
Shareholder originally under the Base Period computation.
(5) Within 90 days after the end of the 12 months period ending 10/31/98, and
upon completion of an audit by TLC's CPA (Second Adjusted Base Period),
Shareholder may be eligible for additional shares of PLS stock. To the
extent that the income before taxes as shown on the audited statement of
the Second Adjusted Base Period exceeds the income before taxes of the
First Adjusted Base Period, such excess shall be multiplied by five (5)
and divided by $1.00. Shareholder shall be entitled to the nearest number
of PLS whole shares equal to 50% of such amount.
(6) The $1.00 figure referred to herein was a number arrived at through
negotiation between the parties. If at the time of computation under
paragraph B(1), B(2), B(3) and B(4) PLS shares shall be publicly
traded on average for less that $3.00 over the 20 previous trading days
there shall be an equitable adjustment in the $1.00 figure.
C. Allen Taylor's Employment Contract shall state that he shall be employed as
President of TLC with Compensation as stated in the Base Period for three
years, and an additional two years provided he shall continue to hold 25%
of PLS shares he shall receive herein as adjusted herein. Thereafter his
employment Contract will be renewable annually unless notice to the
contrary is received by the other party. Allen shall be elected to be a
member to the Board of Directors of TLC so long as he shall continue to
hold 25% of PLS shares he shall receive herein as adjusted herein.
Colin Herd, MD shall be elected to the Board of Directors of TLC so long
as he shall continue to hold 25% of the PLS shares he shall receive herein
as adjusted herein.
D. Allen Taylor shall receive an annual bonus based upon profits of TLC in
accordance with the Base Period's Compilation.
E. For a period of 5 years Colin Herd, MD shall have complimentary
(no charge) use of TLC lasers (that have been financed with Colin Herd, MD)
in any medical practice located within the geographical area serviced by
TLC. The dates that lasers will be provided to Colin Herd, MD shall be
mutually arranged with TLC and shall be no less that 4 half days (where a
half day is 4 hours) per month, per laser system, on average throughout
each calendar year. If additional or extraordinary use of these lasers
(that have been financed with Colin Herd, (MD) is requested by Colin
Herd, MD, and is made available by TLC, then a charge equal to 50% of
the charge TLC has for that particular laser shall be paid to TLC. After
the 5 year period, Colin Herd, MD shall continue to have TLC lasers
provided under the terms of this paragraph provided he continues to
hold 25% of PLS shares he shall receive herein and as adjusted herein.
Also, so long as he continues to hold 25% of PLS shares he shall
receive herein and as adjusted herein, Colin Herd, MD shall have access
to lasers of other mobile laser companies which are subsidiaries
of PLS if he were to have a medical practice within the service area of any
such subsidiaries. The terms of such laser rental will be that laser
charges shall be at 50% of the usual and customary charge or the
lowest rate charged to any client, whichever is less. Further, if Colin
Herd, MD provides additional professional service or consultation to TLC
or PLS (for example, by teaching) then compensation for these services
shall be mutually agreed upon.
F. PLS shall use its best efforts in providing working capital to TLC as
provided in the Base Period's Compilation.
G. Closing shall take place within 30 days of the acceptance by PLS of the
compilation referred to paragraph B(1).
H. This letter is not intended to be a binding contract. Rather, this
letter is subject to the conditions set forth above, which shall
constitute conditions precedent to the formation of a contract between PLS
and Shareholder. Neither this letter of intent nor any other written or
verbal expression of intent by PLS shall be binding unless and until a
contract is executed between PLS and Shareholder and all other
conditions set forth above have been met and satisfied.