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Laser Technology Inc – ‘SC 13E3/A’ on 11/24/03 re: Laser Technology Inc – EX-99.2

On: Monday, 11/24/03, at 5:23pm ET · Accession #: 1206774-3-861 · File #: 5-43058

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/24/03  Laser Technology Inc              SC 13E3/A              3:68K  Laser Technology Inc              DG3/FA

Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment to Tender-Offer Statement --                11     48K 
                          Going-Private Transaction                              
 2: EX-99.1     Miscellaneous Exhibit                                 27     56K 
 3: EX-99.2     Miscellaneous Exhibit                                 23     39K

EX-99.2 — Miscellaneous Exhibit

EX-99.2 1st Page of 23 TOC ↑Top Previous Next ↓Bottom Just 1st
 
CONFIDENTIAL

Laser Technology, Inc.

Presentation to The Special Committee 

Evaluation of Offers

 February 24, 2003

EX-99.2 2nd Page of 23 TOC 1st Previous Next ↓Bottom Just 2nd
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2 

EX-99.2 3rd Page of 23 TOC 1st Previous Next ↓Bottom Just 3rd
The Offers                                                                      

o  Received offers to purchase LTI from:                                        

-    The Williams Group                                               

-    Public Safety Equipment                                          

o  Received offer from Richton International to invest $3.0 MM in LTI           

o  Decatur Electronics has not made a revised offer and is not expected to      
either.                                                                   

3 

EX-99.2 4th Page of 23 TOC 1st Previous Next ↓Bottom Just 4th
The Williams Offer

o  Amended its offer as follows:                                                

   -    Increased offer for all non-cash assets and liabilities from $3.75MM
    to $4.75MM; when combined with Company's cash position of $4.1MM
equates to total offer of $8.9MM.                           

-    Amended its 13D filing and offer to include Kama-Tech which owns 
        176,100 common shares; the Group collectively owns 1,654,427 shares,
    which is equal to approximately 30.2% of the outstanding shares.

 -    Requires minimum dividend of $1.55 per share in scenario where LTI
          retains approx. $350,000 in cash (before deal expenses) and a shell to
       consummate an acquisition. Will also accept liquidating dividend of
$1.60 per share.                                            

-    Other key elements:                                              

o   No financing contingency                          

o   Complete due diligence within 10 days             

4 

EX-99.2 5th Page of 23 TOC 1st Previous Next ↓Bottom Just 5th
PSE Offer 

o  Key elements:                                                                

    -    Offer to purchase stock for $1.65 per share (including stock options)
         either through a merger or cash tender if insider group will agree in
        advance to tender their shares. Also willing to restructure offer as
an asset purchase.                                          

   -    $1.65 offer equivalent to $9.1MM for Company and $5.0MM for non-cash
assets and liabilities                                      

-    No financing contingency                                         

-    3-4 weeks to complete confirmatory due diligence                 

    -    60 day exclusivity period with break-up fee equal to reimbursement of
expenses if Company accepts a Superior Bid                  

-    Conditioned upon execution of employment agreements with key     
personnel.                                                  

  -    Requires receipt of all necessary consents and approvals (including
          the Bushnell Performance Optics licensing agreement and other material
contracts)                                                  

-    Requires final PSE Parent Company ( ) Board approval             

5 

EX-99.2 6th Page of 23 TOC 1st Previous Next ↓Bottom Just 6th
 Richton International Offer

o  Proposes to invest $3.0MM in LTI common stock as follows:                    

-    650,000 shares of Class B common stock with super majority voting
   rights equal to 10 votes per share for $3.00 per share (=$2MM);

   -    825,000 shares of Class A common stock having one vote per share for
$1.27 per share (=$1MM).                                    

     -    Pro forma for the investment, Richton would have a 64% voting interest
and a 21% economic interest in the Company.                 

-    The 21% economic interest acquired for $3MM values the existing  
business, including the cash, at approximately $9MM which is
approximately the same value as the other offers.           

-    Requires 60 days to complete due diligence and wants exclusivity 
during such time.                                           

6 

EX-99.2 7th Page of 23 TOC 1st Previous Next ↓Bottom Just 7th
Williams and Public Safety Offer Comparisons

                                                        [Enlarge/Download Table]

                                          Williams Group                                    Public Safety                          
===================================================================================================================================
                                                                                                                                   
Offer for business                        $4.75MM plus required dividend of                 $1.65 per share including stock options
                                          $1.55/share, or $1.60 if Company                                                         
                                          elects not to retain shell.                                                              

Form                                      Purchase assets, assume all                       Prefer merger but will consider either 
                                          liabilities and dividend proceeds                 a (a) cash tender if insider group will
                                                                                            agree to tender in advance or (b)      
                                                                                            purchase of assets                     

Financing Contingency                     None                                              None                                   

Due Dligence                              10 days                                           3-4 weeks                              

Exclusivity                               None                                              60 days, plus break-up fee equal to    
                                                                                            reimbursement of expenses if           
                                                                                            Superior Deal accepted after           
                                                                                            execution of Letter of Intent          

Other Conditions                          Def. Agreement                                    Def. Agreement                         
                                                                                            No material adverse change             
                                                                                            No debt other than customary           
                                                                                            Approval of Britax Board               
                                                                                            Execution of employment agreements     

Deadline                                                                                    Offer good until 2-24                  
===================================================================================================================================

7 

EX-99.2 8th Page of 23 TOC 1st Previous Next ↓Bottom Just 8th
Recent Financial Performance

 o    Q1 '03 revenues were $400,000 less than budgeted but slightly ahead of
last year's results.                                            

o    Jan '03 revenues were $530,000 vs. budget of $1.4MM.                 

o    The decline in revenues from budget of $1.3MM through the first four 
 months of FY'03 causes concern over the ability of the Company to
     achieve the budgeted FY'03 revenue increase vs.r FY '02 of $2.5MM and
   the associated increase in adjusted EBITDA from $926,000 to $1.7MM.

8 

EX-99.2 9th Page of 23 TOC 1st Previous Next ↓Bottom Just 9th
Q2 '03 Results and Forecast                                                     
                                      Actual    Budget
                                   Jan       Jan
                                                 2003      2003       Change
=============================================================================== 

Revenues:                                                                       
---------                                                                       

Traffic                                          $238       $902     ($664) 
Survey                                             91        360      (268) 
Other                                             200        139        62  
                                                ----      -----      -----
Total                                             530      1,400      (871) 

COGS:                                                                           
-----                                                                           

Materials                                          NA         NA        NA  
Labor                                              NA         NA        NA  
Overhead                                           NA         NA        NA  
                                                ----      -----      -----
Total                                             265        658      (393) 

Gross Margin                                        264        742      (478)   

Royalty Income                                        0          0         0    

Operating Expenses:                                                             
-------------------                                                             

Marketing                                          54         56        (2) 
Sales                                             157        247       (90) 
R&D                                               129        121         8  
Finance/Admin. (1)                                110         89        21  
IT                                                  9         11        (3) 
HR                                                 13          9         4  
Executive                                          56         47         9  
                                                ----      -----      -----
Total Operating Expenses                          528        579       (52) 

Income (Loss) from Operations                      (263)       163      (426)   
=============================================================================== 

9 

EX-99.2 10th Page of 23 TOC 1st Previous Next ↓Bottom Just 10th
Q2 '03 Results and Forecast                                                     
                                  Actual        Budget
                               Jan           Jan
                                              2003          2003        Change
================================================================================

Other Income / Expenses:                                                        
------------------------                                                        

Restructuring & Litigation                      $0           $0           $0
 Other                                            6            7           (1)
                                             -----         ----        -----
 Total                                            6            7           (1)

Pre-Tax Income (Loss)                           (258)         169         (427) 
Taxes (Benefit)                                  (93)          61         (154) 
                                             -----         ----        -----

Net Income                                     ($165)        $108        ($273) 

Other:                                                                          
-----                                                                           
EBITDA (2)                                     ($228)        $199        ($427) 
Capital Expenditures                              NA           NA           NA  
================================================================================

(1) Includes depreciation and amortization expenses.                            

(2) Excluding restructuring, litigation and other income/expenses.              

10

EX-99.2 11th Page of 23 TOC 1st Previous Next ↓Bottom Just 11th
Pro Forma EBITDA                                                                

o    Due to certain non-recurring expense items incurred in '02 and budgeted for
   '03 combined with certain cost reductions implemented in '02, a valuation
  based on EBITDA multiples requires that certain pro forma adjustments be
made for the foregoing to derive a normalized EBITDA.                 

o    Accordingly, we have adjusted EBITDA figures as follows:                   

                             2002      Q1 '02     Q1 '03       LTM     2003E
                             ----      ------     ------       ---     -----

EBITDA as reported             ($41)      ($54)      $135       $148    $1,491  
Adjustments:                                                                    
Litigation Expense            600        150         41        491         0
Inventory Writedown           200         50          0        150         0
 Rent Reduction                167         42        (16)       109       (65)
Special Committee               0          0         95         95       250
                            -----        ---        ---      -----     -----
                              967        242        120        845       185

Pro Forma EBITDA                926        187        254        993     1,676  

Plus: Public Cos. Expense       350         88         88        350       350  
                            -----        ---        ---      -----     -----
Adjusted Pro Forma EBITDA     1,276        275        342      1,343     2,026  

11

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Book Value as of 12-31-02                                                       

o    The book value of the operating business of LTI, excluding $4.1 MM of cash 
and $0.2MM deferred tax benefit, is as follows:                       

Assets:                                 Liabilities:              
      A/R                         $1.8          Accounts Payable        $0.6
      Inventory                    3.0          Accrued Expenses         0.3
      Prepaid Expense              0.1                                  ----
      PPE                          0.5                                  $0.9
Intangibles                  1.0                                
----    
                                  $6.4       Adjusted Book Value (1)    $5.5

(1) Represents $1.00 per share                                    

o    The total book value of LTI is $9.8 MM or $1.80 per share.                 

12

EX-99.2 13th Page of 23 TOC 1st Previous Next ↓Bottom Just 13th
Litigation Update                                                               

Asia Optical / Nikon                                                            
--------------------                                                            

o    In the settlement discussion hearing on Dec. 4th, AO increased its         
settlement offer from $325,000 to $700,000, which was rejected by LTI.

o    LTI is seeking $1.6 MM for past due royalties and legal expenses plus 3%   
royalties going forward.                                              

o    A jury trial to be held in Denver is scheduled for April 15th, 2003 and    
would cost LTI approximately $300,000 in additional legal expenses.   

o    The Company discovered that the amounts owed for past royalties is         
approximately 50% of the $1MM originally estimated.                   

o    During the pre-trial hearing on Friday Feb. 21, settlement discussions     
resumed and LTI is expected to make a counter offer shortly.          

13

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Litigation Update (Cont'd)                                                      

Bushnell                                                                        
--------                                                                        

o    Bushnell has sued LTI for $350,000 for overcharging for the ASIC chip.     

o    LTI has sued Bushnell for $1,041,000 for past due royalties on crossover   
sales and overcharges on certain product purchases.                   

o    Bushnell has indicated it is unwilling to discuss this matter until the    
ownership of LTI has been resolved.                                   

14

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Value of Williams Offer                                                         

o    The Williams Group offer of $4.75MM for the assets and liabilities,        
  excluding cash, of the LTI business as a multiple of Adjusted Book Value
and Pro Forma EBITDA is as follows:                                   

o Adjusted Book Value:                 0.9x 
o Pro Forma '02 EBITDA:                5.1x 
o Pro Forma LTM EBITDA:                4.8x 
o Pro Forma '03 EBITDA:                2.8x 

o    Excluding the $350,000 cost of being a public company, which the buyer     
  would not incur, the offer represents the following multiple of Adjusted
Pro Forma EBITDA:                                                     

o Adjusted Pro Forma '02 EBITDA:       3.7x 
o Adjusted Pro Forma LTM EBITDA:       3.5x 
o Adjusted Pro Forma '03 EBITDA:       2.3x 

15

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Value of Public Safety Equipment Offer                                          

o    The Public Safety offer to purchase all the outstanding shares for $1.65   
per share is equal to $9.1 MM, and excluding the $4.1 MM in cash as of
12-31-02, values the business at $5.0 MM.                             

o    Because the PSE offer is structured to include an offer for the cash, the  
   value being offered when expressed as a multiple of Book Value and EBITDA
appears to be higher than that of Williams even though they value the 
operating business just slightly higher.                              

o    Public Safety's offer as a multiple of LTI's Book Value, and Pro Forma     
EBITDA is as follows:                                                 

                          Amount            Multiple
                          ------            --------
LTI Book Value (12-31-02)          $9,798               0.9x          
Pro Forma '02 EBITDA                  926               9.7x          
Pro Forma LTM EBITDA                  993               9.1x          
Pro Forma '03 EBITDA                1,676               5.4x          

16

EX-99.2 17th Page of 23 TOC 1st Previous Next ↓Bottom Just 17th
Conclusion                                                                      

o    All three offers value the Company at approximately the same level.        

o    The offers represents a slight but immaterial discount to the $1.77 per    
  share value that we had targeted in our December presentation as being a
level that we would deem to be fair.                                  

o    We believe that both the Williams and PSE offers can be increased slightly 
through further negotiation.                                          

o    Both the Williams and PSE offers are attractive in that there is no        
financing contingency.                                                

o    The Richton offer while valuing the business at fair value does not provide
  shareholders the$1.60- $1.65 in cash today that the other offers provide
 nor does it guarantee the shareholders that the LTI stock will trade at
such levels in the marketplace after such an investment.              

o    The $1.65 offers represent a 37.5% premium to the 2-21-03 closing stock    
    price of $1.20, and a 50% premium to the original offer of $1.10 per share

17

EX-99.2 18th Page of 23 TOC 1st Previous Next ↓Bottom Just 18th
Conclusion (cont'd)                                                             

o    Other factors to consider in determining next steps:                       

-    Timing: Potential AO settlement and impact on offers.            

   -    Size of Williams Group shareholdings vs. voting percentages required
for shareholder approval.                                   

-    Process: Proceed to Definitive Agreement or Letter of Intent     

-    Form of Transaction:                                             

o    Sale of assets                                         

-    With liquidating dividend                    

               -    Dividend substantially all assets but retain small amount of
cash and shell                          

Sale of stock                                     

Merger                                  

Tender Offer                            

18

EX-99.2 19th Page of 23 TOC 1st Previous Next ↓Bottom Just 19th
Recommendation

o    Tell both parties:                                                         

-    Offers are about the same                                        

    -    Company in discussions regarding an AO settlement and that any amount
         of settlement agreed to during the process will be added to the value
of the offer for the benefit of the LTI shareholders        

-    Ask them to reconsider increasing their offers and reducing      
     contingencies in order to help the Committee determine whether to
    proceed with one or both parties until a definitive agreement is
executed.                                                   

19

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Q1 FY '03 Budget                                                                

                                                        [Enlarge/Download Table]

                                                          Fiscal Year Ended September 30, 2003                             
                                ------------------------------------------------------------------------------------------ 
                                     October                November              December             Q1           Q1 '02 
                                -----------------      -----------------      -----------------  --------------     ------ 
                                Actual     Budget      Actual(1)  Budget      Actual     Budget  Actual   Budget    Actual 
===========================================================================================================================
                                                                                                                           
Total Revenues                    $821       $920        $514     $1,088          --     $1,056     --    $3,064    $2,466 

Cost of Goods Solds                 --        433          --        511          --        496     --     1,440     1,188 

Gross Margin                        --        487          --        577          --        559     --     1,624     1,278 
  % Margin                                  53.0%                  53.0%                  53.0%            53.0%     51.8% 
Royalty and Licensing Income        --          0          --          0          --        222     --       222       222 

Operating Expenses:                                                                                                        
-------------------                                                                                                        

  Marketing                         --         64          --         49          --         42     --       155       142 
  Sales                             --        178          --        187          --        185     --       551       570 
  Research & Development            --        117          --        117          --        117     --       350       328 
  Finance/Admin                     --        101          --         88          --         95     --       284       423 
  Information Technology            --         15          --         11          --         11     --        37        41 
  Human Resources                   --         11          --          9          --         18     --        38        40 
  Executive                         --         73          --        249          --         85     --       408       141 
                                               --                    ---                     --              ---       --- 
  Total                             --        559          --      710.5          --        552     --     1,822     1,686 

Operating Income                    --        (71)         --       (134)         --        229     --        24      (186)

Other Income / Expenses:                                                                                                   
------------------------                                                                                                   

  Restructuring & Litigation         0          0           0          0           0          0     --         0         0 
  Other                              0          7           0          7           0          7     --        20        14 
                                     -          -           -          -           -          -               --        -- 
  Total                              0          7           0          7           0          7     --        20        14 

Pre-Tax Income (Loss)               --        (65)         --       (127)         --        235     --        43      (173)

Taxes (Benefit)                     --        (23)         --        (46)         --         85     --        16       (62)

Net Income                          --       ($41)         --       ($81)         --       $151     --       $28     ($111)

Other:                                                                                                                     
------                                                                                                                     
EBITDA                              --       ($37)         --      ($100)         --       $263     --      $125      ($54)
Capital Expenditures                --          0          --          0          --          0     --         0        22 
===========================================================================================================================

(1) Revenue figure based on shipment data.                                      

20

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Summary Historical Income Statement                                             

                                                        [Enlarge/Download Table]

                                                            Fiscal Year Ended September 30,                               
                                ------------------------------------------------------------------------------------------
                                                                               Pro Forma      Q1          Q1              
                                    2000       2001       2002         Adj.       2002       2002        2003      2003 B 
==========================================================================================================================
                                                                                                                          
Revenues:                                                                                                                 
---------                                                                                                                 

  Traffic                         $8,332     $6,957     $7,148          $0      $7,148     $1,653      $1,713     $9,250  
  Survey                           3,877      3,294      2,112           0       2,112        547         687      2,447  
  Other                              511      1,221      1,318           0       1,318        267         245      1,388  
                                     ---      -----      -----           -       -----        ---         ---      -----  
  Total                           12,720     11,472     10,577           0      10,577      2,466       2,645     13,086  

COGS:                                                                                                                     
-----                                                                                                                     

  Materials                        4,777      4,441      4,427        (200)      4,227      1,049          NA      4,737  
  Labor                              468        618        416           0         416        107          NA        707  
  Overhead                           557        358        407         (84)        323         32          NA        707  
                                     ---        ---        ---         ---         ---         --          --        ---  
  Total                            5,802      5,416      5,249        (284)      4,965      1,188       1,242      6,150  

Gross Margin                       6,918      6,056      5,328         284       5,612      1,278       1,403      6,935  

Royalty Income                       959      1,033        998           0         998        222         193        971  

Operating Expenses:                                                                                                       
-------------------                                                                                                       

  Marketing                          730        666        592           0         592        142         115        601  
  Sales                            2,670      2,554      2,333         (33)      2,300        570         523      2,591  
  R&D                              1,275      1,160      1,353         (50)      1,303        328         300      1,431  
  Finance/Admin. (1)               1,692      1,403      1,690        (600)      1,090        423         314      1,074  
  IT                                 132        153        157           0         157         41          37        143  
  HR                                 160        157        135           0         135         40          41        121  
  Executive                          701        677        598           0         598        141         237        882  
                                     ---        ---        ---           -         ---        ---         ---        ---  
  Total Operating Expenses         7,361      6,770      6,858        (683)      6,175      1,686       1,568      6,842  

Income (Loss) from Operations        516        319       (532)        967         435       (186)         28      1,064  
==========================================================================================================================

21

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Summary Historical Income Statement (Cont'd)                                    

                                                        [Enlarge/Download Table]

                                                                  Fiscal Year Ended September 30,                     
                               ---------------------------------------------------------------------------------------
                                                                           Pro Forma      Q1         Q1               
                                 2000        2001      2002         Adj.      2002       2002       2003       2003 B 
======================================================================================================================
                                                                                                                      
Other Income / Expenses:                                                                                              
------------------------                                                                                              

  Restructuring & Litigation       $0         $0         $0          $0         $0         $0          $0         $0  
  Other                            59        203         54           0          0         14          11         78  
                                   --        ---         --           -          -         --          --         --  
  Total                            59        203         54           0       54.4         14          11         78  

Pre-Tax Income (Loss)             575        523       (478)        967        489       (173)         39      1,142  
Taxes (Benefit)                   234        114       (172)        348        176        (62)         14        411  
                                  ---        ---       ----         ---        ---        ---          --        ---  

EX-99.2 Last Page of 23 TOC 1st Previous Next ↓Bottom Just 23rd
Net Income                       $341       $409      ($306)       $619       $313      ($111)        $25       $731  

Other:                                                                                                                
------                                                                                                                
EBITDA (2)                     $1,079       $876       ($41)       $967       $926        (54)        135     $1,491  
Capital Expenditures              196        190        143           0        143         22          28        549  
======================================================================================================================

(1) Includes depreciation and amortization expenses.                            
(2) Excluding restructuring, litigation and other income/expenses.              

22

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13E3/A’ Filing	Date	First	Last	Other Filings

Filed on:	11/24/03			DEFM14A
	9/30/03	20		10KSB
	2/24/03	1
				List all Filings

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Filing Submission 0001206774-03-000861 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Laser Technology Inc – ‘SC 13E3/A’ on 11/24/03 re: Laser Technology Inc – EX-99.2

On: Monday, 11/24/03, at 5:23pm ET · Accession #: 1206774-3-861 · File #: 5-43058

Previous ‘SC 13E3’: ‘SC 13E3/A’ on 11/13/03 · Latest ‘SC 13E3’: This Filing

Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3Filing Table of Contents

EX-99.2 — Miscellaneous Exhibit

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents