<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 23, 1995
ROBOTIC VISION SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 0-8623 11-2400145
- --------------- --------------------- -------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
425 Rabro Drive East, Hauppauge, New York 11788
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 273-9700
--------------
- --------------------------------------------------------------------------------
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF INTERNATIONAL DATA MATRIX, INC. ("IDM").
(i) Independent Auditors' Report of Deloitte & Touche LLP;
(ii) Balance Sheets of IDM as of September 30, 1995 and December
31, 1994;
(iii) Statements of Operations of IDM for the nine months ended
September 30, 1995 and the year ended December 31, 1994;
(iv) Statements of Stockholders' Equity (Deficit) of IDM for the
nine months ended September 30, 1995 and the year ended
December 31, 1994;
(v) Statements of Cash Flows of IDM for the nine months ended
September 30, 1995 and the year ended December 31, 1994;
(vi) Notes to the Financial Statements of IDM.
(b) PRO FORMA FINANCIAL INFORMATION.
(i) Selected Pro Forma Combined Financial Information
(Unaudited) - Combined Summary of Statements of Operations
for the years ended September 30, 1995, 1994, and 1993;
(ii) Pro Forma Combined Balance Sheet as of September 30, 1995
(Unaudited);
(iii) Pro Forma Combined Statements of Operations for the Years
Ended September 30, 1995, 1994 and 1993 (Unaudited); and
(iv) Notes to Unaudited Pro Forma Financial Information.
(c) EXHIBITS.*
(i) Agreement and Plan of Merger and Reorganization dated as of
October 20, 1995 by and among Robotic Vision Systems, Inc.,
RVSI Second Acquisition Corp. and International Data Matrix,
Inc.
- ----------------
* Previously filed with this Current Report on Form 8-K.
2
<PAGE>
INTERNATIONAL DATA MATRIX, INC.
TABLE OF CONTENTS
- -----------------
Page
----
INDEPENDENT AUDITORS' REPORT F-1
Financial Statements For the Nine Months Ended September 30, 1995
and the Year Ended December 31,1994:
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6-F-11
3
<PAGE>
ROBOTIC VISION SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Table of Contents
- -----------------
Unaudited Pro Forma Combined Financial
Information F-12
Selected Pro Forma Combined Financial
Information (Unaudited) - Combined
Summary of Statements of Operations
For the Years Ended September 30, 1995, 1994 and 1993 F-13
Pro Forma Combined Balance Sheets-
September 30, 1995 (Unaudited) F-14
Pro Forma Combined Statements of Operations-
Fiscal Year Ended September 30, 1995 (Unaudited) F-15
Pro Forma Combined Statements of Opertions-
Fiscal Year Ended September 30, 1994 (Unaudited) F-16
Pro Forma Combined Statements of Operations-
Fiscal Year Ended September 30, 1993 (Unaudited) F-17
Notes to Unaudited Pro Forma Combined Financial
Information F-18
4
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
International Data Matrix, Inc.:
We have audited the accompanying balance sheets of International Data Matrix,
Inc. (the "Company") as of September 30, 1995 and December 31, 1994, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the nine months ended September 30, 1995 and the year ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of International Data Matrix, Inc. as of
September 30, 1995 and December 31, 1994, and the results of its operations and
its cash flows for the nine months ended September 30, 1995 and the year ended
December 31, 1994 in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
December 15, 1995
Jericho, New York
<PAGE>
INTERNATIONAL DATA MATRIX, INC.
BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
- -------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
NOTES 1995 1994
----- ------------- ------------
ASSETS
- ------
CURRENT ASSETS:
Cash $ 17,305 $ 7,367
Accounts receivable 202,901 203,971
Inventory 3 386,575 117,299
Advances - 1,125
---------- ----------
Total current assets 606,781 329,762
PROPERTY AND EQUIPMENT, net 4 146,442 66,863
INTANGIBLE ASSETS, less
accumulated amortization of
$44,763 and $35,586,
respectively 2 341,944 303,771
---------- ----------
$1,095,167 $ 700,396
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- ----------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 238,842 $ 378,925
Accrued expenses 217,074 165,339
Notes payable 6 270,000 586,167
Deferred revenue 8 150,000 150,000
Current maturities of
obligations under capital
lease 9 9,754 4,847
---------- ----------
Total current liabilities 885,670 1,285,278
---------- ----------
OBLIGATIONS UNDER CAPITAL LEASE 9 3,843 5,663
---------- ----------
COMMITMENTS AND CONTINGENCIES 9
STOCKHOLDERS' EQUITY (DEFICIT): 7,11
Common stock, $0.01 par value:
250,000 shares authorized;
144,098 and 97,651 issued and
outstanding, respectively 1,441 977
Additional paid-in capital 5,155,098 3,390,540
Accumulated deficit (4,950,885) (3,982,062)
---------- ----------
Total stockholders'
equity (deficit) 205,654 (590,545)
---------- ----------
$1,095,167 $700,396
---------- ----------
---------- ----------
See notes to financial statements.
F-2
<PAGE>
INTERNATIONAL DATA MATRIX, INC.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND THE YEAR ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------------
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
NOTES 1995 1994
----- ------------- -----------
REVENUE:
Net product sales 8, 10 $1,306,636 $ 947,291
Licensing and other 8, 10 164,129 166,233
---------- ----------
Total revenue 1,470,765 1,113,524
---------- ----------
COST OF REVENUE:
Net product sales 8 448,032 343,878
Licensing and other 8 5,968 11,824
---------- ----------
Total cost of revenue 454,000 355,702
---------- ----------
GROSS PROFIT 1,016,765 757,822
---------- ----------
OPERATING EXPENSES:
Software and engineering 2 625,892 384,403
Selling, general and
administrative 9 1,204,936 812,687
Merger expenses 11 145,000 -
Litigation 9 - 265,040
---------- ----------
Total operating expenses 1,975,828 1,462,130
---------- ----------
LOSS FROM OPERATIONS (959,063) (704,308)
---------- ----------
OTHER INCOME (EXPENSE):
Interest income 7,094 1,368
Interest expense (14,216) (30,587)
Other expense (2,638) (2,064)
---------- ----------
Total other expense (9,760) (31,283)
---------- ----------
NET LOSS $ (968,823) $ (735,591)
---------- ----------
---------- ----------
See notes to financial statements.
F-3
<PAGE>
INTERNATIONAL DATA MATRIX, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL
COMMON STOCK ADDITIONAL STOCKHOLDERS'
------------ PAID-IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIT)
-------- ------ --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1994 74,855 $ 749 $2,899,316 $(3,246,471) $ (346,406)
Net loss - - - (735,591) (735,591)
Private offering of common
stock (Note 7) 22,796 228 491,224 - 491,452
--------- ------- ---------- ----------- ----------
BALANCE, December 31, 1994 97,651 $ 977 $3,390,540 $(3,982,062) $ (590,545)
Net loss - - - (968,823) (968,823)
Private offering of common stock
(Note 7) 46,447 464 1,764,558 - 1,765,022
--------- ------- ---------- ----------- ----------
BALANCE, September 30, 1995 144,098 $ 1,441 $5,155,098 $(4,950,885) $ 205,654
--------- ------- ---------- ----------- ----------
--------- ------- ---------- ----------- ----------
</TABLE>
See notes to financial statements.
F-4
<PAGE>
INTERNATIONAL DATA MATRIX, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(968,823) $(735,591)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 47,938 26,516
Loss on disposal of equipment 2,638 2,064
Loss on write-off of patents 11,345 -
Changes in operating assets and liabilities:
Accounts receivable 1,070 (106,264)
Inventory (269,276) (86,773)
Advances 1,125 (1,125)
Intangible assets (58,695) (93,585)
Accounts payable (80,083) 301,346
Accrued expenses 81,723 9,938
--------- ----------
Net cash used in operating activities (1,231,038) (683,474)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchases of property and equipment, net (112,350) (47,679)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private offerings of
common stock 920,265 264,856
Proceeds from notes payable 550,000 500,000
Principal repayments of notes payable (111,398) (66,744)
Principal repayments of capital lease
obligations (5,541) (5,027)
--------- ----------
Net cash provided by financing
activities 1,353,326 693,085
--------- ----------
NET INCREASE (DECREASE) IN CASH 9,938 (38,068)
CASH, beginning of period 7,367 45,435
--------- ----------
CASH, end of period $ 17,305 $ 7,367
--------- ----------
--------- ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 24,183 $ 6,265
--------- ----------
--------- ----------
Income taxes $ 3,921 $ 3,487
--------- ----------
--------- ----------
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired
under capital lease $ 8,628 $ 15,537
--------- ----------
--------- ----------
Notes payable and accrued interest
satisfied by private offering of
common stock $ 784,757 $ 226,596
--------- ----------
--------- ----------
Accounts payable satisfied by
private offering of common stock $ 60,000 $ -
--------- ----------
--------- ----------
See notes to financial statements.
F-5
<PAGE>
INTERNATIONAL DATA MATRIX, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF BUSINESS
International Data Matrix, Inc. (the "Company") was incorporated in
the state of Florida on August 31, 1987. The Company developed and
patented a two-dimensional machine readable symbol known as a "Data
Matrix -TM- and the methods and devices for encoding, recognizing and
reading this symbol. The Company manufactures and sells controllers,
along with cameras, lighting equipment and hand-held readers, to
recognize and decode the Data Matrix symbol, licenses its software,
and provides engineering services and support to its customers.
As discussed in Note 11, on October 23, 1995 the Company was acquired
by Robotic Vision Systems, Inc. ("RVSI"). Upon consummation of the
merger, the Company believes it will be able to satisfy its short-term
cash flow requirements through cash generated from operating
activities and through support from RVSI.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. REVENUE RECOGNITION - Revenue from product sales is recognized as
products are shipped. Revenue from the licensing of software is
recognized when the software is delivered if collectibility is
probable and there are no other significant vendor obligations.
Amounts received prior to that time are reflected as deferred
revenue. Engineering service and support revenue is recognized
when such services are rendered.
b. ACCOUNTS RECEIVABLE - Accounts receivable are due primarily from
companies in the electronic and medical industries. Credit is
extended based on an evaluation of the customer's financial
condition, and generally collateral is not required.
c. INVENTORY - Inventory is stated at the lower of cost (first-in,
first-out) or market.
d. PROPERTY AND EQUIPMENT - Property and equipment is stated at cost
less accumulated depreciation and is depreciated using the
straight-line method over the estimated useful lives of the
related assets (three to five years).
e. INTANGIBLE ASSETS - Legal fees and other expenses associated with
obtaining the Company's U.S. and international patents and
trademarks have been capitalized as intangible assets. As
patents and trademarks are issued, their costs are amortized over
their legal lifetimes: 17 to 20 years for patents and 6 to 10
years for trademarks.
F-6
<PAGE>
f. RESEARCH AND DEVELOPMENT COSTS - The Company charges research and
development costs projects to operations as incurred. Such costs
are included in software and engineering expenses in the
accompanying statements of operations.
g. INCOME TAXES - The Company accounts for income taxes under
Statement of Financial Accounting Standards No. 109, "Accounting
For Income Taxes" ("SFAS 109"), which requires recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the Company's
financial statements or tax returns. Under this method, deferred
tax assets and liabilities are determined based on the
differences between the financial accounting and tax bases of
assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.
h. FAIR VALUE OF FINANCIAL INSTRUMENTS - The following methods and
assumptions were used to estimate the fair value of each class of
financial instruments:
a. RECEIVABLES - The carrying amount approximates fair value
because of the short maturity of these instruments.
b. DEBT - The carrying amounts approximate fair value because
of the relatively short maturity of these instruments.
3. INVENTORIES
September 30, December 31,
1995 1994
------------- ------------
Raw materials $262,345 $ 49,418
Work-in-progress and
finished goods 124,230 67,881
-------- --------
$386,575 $117,299
-------- --------
-------- --------
4. PROPERTY AND EQUIPMENT, NET
September 30, December 31,
Useful Lives 1995 1994
------------ ------------- ------------
(in years)
Furniture
and fixtures 3-5 $29,691 $ 19,720
Office equipment
and software 3-5 214,884 107,043
-------- --------
244,575 126,763
Less accumulated
depreciation 98,133 59,900
-------- --------
$146,442 $ 66,863
-------- --------
-------- --------
Assets leased under a capital lease with a net book value of
$18,823 and $13,258 at September 30, 1995 and December 31, 1994,
respectively, are recorded in property and equipment.
F-7
<PAGE>
5. INCOME TAXES
A reconciliation between the statutory U.S. Federal income tax rate
and the Company's effective tax rate for the nine months ended
September 30, 1995 and the year ended December 31, 1994 is as follows:
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, 1995 DECEMBER 31, 1994
------------------ -----------------
U.S. Federal statutory rate 34.0% 34.0%
Increases (reductions) due to:
Net operating losses not
producing current tax
benefits (34.0) (34.0)
------- -------
Total - % - %
------- -------
------- -------
At September 30, 1995 and December 31, 1994, the deferred tax assets
are comprised of:
September 30, 1995 December 31, 1994
------------------ -----------------
Net operating loss
carryforwards $1,300,350 $ 936,545
Tax credit carryforwards 37,226 37,226
Accrued liabilities 17,010 13,281
Intangible assets 13,196 26,392
---------- ----------
1,367,782 1,013,444
Less valuation allowance (1,367,782) (1,013,444)
---------- ----------
Total $ - $ -
---------- ----------
---------- ----------
The valuation allowance increased during the nine months ended
September 30, 1995 and the year ended December 31, 1994 primarily as a
result of additional net operating loss carryforwards for which
realization was not considered to be more likely than not.
As of September 30, 1995, the Company had Federal net operating loss
carryforwards of approximately $3,400,000. Such loss carryforwards
expire in the fiscal years 2006 through 2010. In addition, the
Company has available approximately $37,000 of unused general business
tax credits. Because of the changes in ownership, as defined in the
Internal Revenue Code, which occurred in October 1995 (Note 11),
certain of the net operating loss carryforwards and credits are
subject to annual limitations.
6. NOTES PAYABLE
As of December 31, 1994, the Company had outstanding several short
term notes payable totaling $236,167 to various stockholders at
interest rates ranging from 7 to 10 percent. All outstanding balances
were either repaid or satisfied through the issuance of shares of
common stock sold in the February 1995 private placement (Note 7). In
addition, the Company had outstanding $350,000 of loans representing
bridge financing from three institutional investors (the "Investors").
These loans bore interest at the rate of 8 percent.
F-8
<PAGE>
In January and February 1995, the Company obtained additional bridge
financing totaling $280,000 from the Investors. All amounts owed to
the Investors were satisfied through the February 1995 private
placement of the Company's common stock (Note 7). In addition, in
June through September 1995, these Investors as well as another
corporate stockholder loaned the Company a total of $270,000 for
working capital purposes. Such loans bore interest at the rate of 10
percent and were secured by accounts receivable, inventory and
equipment. Such amounts were repaid by RVSI in October 1995 (Note
11).
7. STOCKHOLDERS' EQUITY (DEFICIT)
In March 1994, the Company completed a private placement of its common
stock with Telxon Corporation ("Telxon") generating $400,000 in net
proceeds. Simultaneous with this closing, the Company sold 4,242
shares of its common stock to those stockholders exercising their
pre-emptive rights generating an additional $91,452.
In February 1995, the Company completed a private placement of its
common stock with the Investors generating $1,259,142 in net proceeds
of which $630,000 of principal was previously provided to the Company
as bridge financing (Note 6). Simultaneous with this closing, the
Company (i) sold 10,237 of its common stock to those stockholders
exercising their pre-emptive rights generating an additional $409,480
(Note 9.b.), and (ii) sold 2,410 shares of its common stock to two
creditors to satisfy $96,400 of accounts payable and notes payable.
8. RELATED PARTY TRANSACTIONS
In 1993, the Company received a $150,000 advance from Telxon. The
payment represents an advance of royalty fees which are expected to be
earned as licensed products are sold by Telxon. As of September 30,
1995, no products have been sold under the license agreement and the
entire amount has been reflected as deferred revenue. Telxon owned
approximately 15 percent of the Company's outstanding common stock as
of September 30, 1995.
During the nine months ended September 30, 1995 and the year ended
December 31, 1994, the Company generated $205,182 and $151,421,
respectively, of revenues from Itochu Electronics Corporation
("Itochu"). In addition, Itochu owed the Company $29,276 and $31,016
as of September 30, 1995 and December 31, 1994, respectively, which is
included in accounts receivable in the accompanying balance sheets.
Itochu, which owned approximately 2 percent of the Company's
outstanding common stock at September 30, 1995, serves as a
distributor and licensee of the Company.
During the nine months ended September 30, 1995 and the year ended
December 31, 1994, the Company received royalties totaling $46,908 and
$5,078, respectively, from Tokyo Electric Co., Ltd. ("TEC") under a
license agreement. TEC owned approximately 1.4 percent of the
Company's outstanding common stock at September 30, 1995.
F-9
<PAGE>
During the nine months ended September 30, 1995 and the year ended
December 31, 1994, the Company generated revenues totaling $128,159
and $55,500, respectively, from Acuity Imaging, Inc. ("Acuity"). In
addition, Acuity owed the Company $4,866 and $0 as of September 30,
1995 and December 31, 1994, respectively, which is included in
accounts receivable in the accompanying balance sheets. Acuity was
acquired by RVSI (Note 11) in September 1995.
During the nine months ended September 30, 1995 and the year ended
December 31, 1994, the Company sold $41,641 and $10,112, respectively,
of equipment to Factory Systemes. Factory Systemes owned
approximately 6 percent of the Company's outstanding common stock at
September 30, 1995.
The Company also purchased certain products from Acuity and an
affiliate of TEC during the nine months ended September 30, 1995 and
the year ended December 31, 1994.
9. COMMITMENTS AND CONTINGENCIES
a. LEASES - The Company leases its corporate offices and certain
equipment under leases expiring at various dates through March
1997. The minimum non-cancelable lease payments are as follows:
OPERATING CAPITAL
PERIOD ENDING LEASE LEASE
---------------------- --------- ----------
Three months ended December
31, 1995 $ 20,511 $ 2,750
Year ended: December 31, 1996 70,746 10,999
December 31, 1997 - 1,211
-------- --------
Total minimum lease payments $ 91,257 $ 14,960
--------
--------
Less interest portion 1,363
--------
Present value of minimum lease
payments $ 13,597
--------
--------
Rent expense for the nine months ended September 30, 1995 and the
year ended December 31, 1994 was $83,271 and $69,065,
respectively.
b. STOCKHOLDERS' PRE-EMPTIVE RIGHTS - Pursuant to various agreements
with stockholders, certain stockholders had pre-emptive rights to
prevent dilution of their relative ownership interest in the
Company by purchasing a pro rata share of any new sale of the
Company's equity securities. In March 1994 and February 1995,
the Company issued 4,242 and 10,237 shares of its common stock,
respectively, to those stockholders exercising their pre-emptive
rights in connection with the private placements of the Company's
common stock (Note 7).
c. LITIGATION - During fiscal 1992, the Company and certain officers
were sued by Veritec, Inc. which alleged patent infringement and
theft of trade secrets. The Company vigorously defended these
allegations and in May 1994 the case was terminated with each
party responsible for its own legal costs.
F-10
<PAGE>
10. SEGMENT AND PRINCIPAL CUSTOMER INFORMATION
For the purposes of segment reporting, management considers the
Company to operate in one industry, the machine vision industry.
During the nine months ended September 30, 1995, revenue from two
customers represented approximately 14 percent and 13 percent of total
revenue. During the year ended December 31, 1994, revenue from three
customers represented approximately 20 percent, 14 percent and 10
percent of total revenue. No other customer accounted for more than
10 percent of total revenue for the nine months ended September 30,
1995 or the year ended December 31, 1994.
Foreign export sales accounted for approximately 32 percent and 24
percent of the Company's revenues in the nine months ended September
30, 1995 and the year ended December 31, 1994, respectively.
The Company's domestic and foreign export sales during the nine months
ended September 30, 1995 and the year ended December 31, 1994 are set
forth below:
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, 1995 DECEMBER 31, 1994
------------------ -----------------
North America $1,006,805 $ 851,737
Asia/Pacific Rim 319,426 228,086
Europe 144,534 33,701
---------- ----------
Total $1,470,765 $1,113,524
---------- ----------
---------- ----------
11. SUBSEQUENT EVENTS
a. MERGER - On October 23, 1995, the Company was acquired by RVSI in
a transaction accounted for as a pooling of interests. The
Company's shareholders received approximately 370,000 shares of
RVSI's common stock having a market value at the date of the
merger of approximately $8,183,000 in exchange for all the
outstanding common stock of the Company. The Company incurred
approximately $145,000 at September 30, 1995 related to the
merger, which is included in merger expense in the accompanying
statement of operations for the year ended September 30, 1995.
b. LINE OF CREDIT - On November 20, 1995, RVSI obtained a revolving
line of credit that provides for maximum borrowings of
$6,000,000. The agreement expires on January 31, 1999.
Borrowings under the agreement are secured by all accounts
receivable of RVSI and will bear interest at the adjusted LIBOR
rate, as defined, plus two percent. The agreement is guaranteed
by Acuity and the Company.
F-11
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma financial information sets forth the combined
financial position and the combined results of operations of Robotic Vision
Systems, Inc. and subsidiaries ("RVSI") and International Data Matrix, Inc.
("IDM") assuming the IDM Merger will be accounted for using the "pooling of
interests" method and that the IDM Merger was consummated (i) on September 30,
1995, for the pro forma combined balance sheets and (ii) as of the beginning of
the earliest period presented in the proforma combined statements of operations.
For all prior periods presented in the pro forma combined statements of
operations, the weighted average number of common and common equivalent shares
gives effect to the proposed issuance of 2.558 shares of RVSI common stock in
exchange for each outstanding share of IDM common stock.
The unaudited pro forma information combines the historical balance sheets of
RVSI and IDM at September 30, 1995 and the historical statements of operations
of RVSI for the years ended September 30, 1995, 1994, and 1993, with the
historical statements of operations of IDM for the years ended September 30,
1995, and December 31, 1994, and 1993, respectively.
The following pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the financial position or results of
operations which would actually have been reported had the IDM Merger been in
effect during those periods or which may be reported in the future. The
statements should be read in conjunction with the historical financial
statements and notes thereto of RVSI and IDM which have been included elsewhere
herein or incorporated by reference in this Form 8-K filing.
F-12
<PAGE>
SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION (UNAUDITED)
COMBINED SUMMARY OF STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
- --------------------------------------------------------------------------------
RVSI AND IDM FOR YEAR ENDED SEPTEMBER 30,
- ------------ -----------------------------
1995 1994 1993
------- ------- -------
REVENUES $65,260 $47,839 $39,640
COST OF REVENUES 28,726 22,391 19,493
------- ------- -------
GROSS PROFIT 36,534 25,448 20,147
------- ------- -------
OPERATING COSTS AND
EXPENSES:
Selling, general, and administrative 16,888 13,936 11,544
Research and development 10,435 8,013 6,425
Merger expenses 1,160 - 1,091
Interest expense (income), net (278) 109 324
------- ------- -------
28,205 22,058 19,384
------- ------- -------
INCOME BEFORE INCOME TAXES 8,329 3,390 763
INCOME TAX BENEFIT 649 291 398
------- ------- -------
NET INCOME $ 8,978 $ 3,681 $ 1,161
------- ------- -------
------- ------- -------
INCOME PER SHARE:
Primary $ 0.55 $ 0.25 $ 0.10
------- ------- -------
------- ------- -------
Fully diluted $ 0.54 $ 0.25 $ 0.10
------- ------- -------
------- ------- -------
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING
Primary 16,199 14,593[a] 13,750[a]
------- ------- -------
------- ------- -------
Fully diluted 16,572 14,795[a] 13,750[a]
------- ------- -------
------- ------- -------
See accompanying notes to unaudited pro forma financial information.
F-13
<PAGE>
PRO FORMA COMBINED BALANCE SHEETS
SEPTEMBER 30, 1995 - UNAUDITED
(In thousands)
<TABLE>
<CAPTION>
RVSI IDM
ASSETS Historical Historical Adjustments Combined
- ------ ---------- ---------- ----------- --------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 16,407 $ 17 $ - $ 16,424
Investments 1,000 - - 1,000
Accounts receivable, net 11,884 203 (5)[b] 12,082
Inventories 8,074 387 - 8,461
Deferred income taxes 2,375 - - 2,375
Prepaid expenses and other 154 - - 154
--------- --------- --------- ---------
Total current assets 39,894 607 (5) 40,496
FIXED ASSETS, Net 3,999 146 - 4,145
OTHER ASSETS 1,406 342 - 1,748
INVESTMENTS 1,989 - - 1,989
--------- --------- --------- ---------
TOTAL ASSETS $ 47,288 $ 1,095 $ (5) $ 48,378
--------- --------- --------- ---------
--------- --------- --------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loan payable $ 1,385 $ - $ - $ 1,385
Accounts payable 7,754 239 (5)[b] 7,988
Accrued expenses 5,096 217 205 [e] 5,518
Advance contract payments 1,078 - 1,078
Other current liabilities - 430 - 430
--------- --------- --------- ---------
Total current liabilities 15,313 886 200 16,399
OTHER LIABILITIES 74 4 - 78
--------- --------- --------- ---------
Total liabilities 15,387 890 200 16,477
--------- --------- --------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock - RVSI ($.01 par) 148 - 4 [d] 152
Common Stock - IDM ($.01 par) - 1 (1)[d] -
Additional paid-in capital 104,682 5,155 (3)[d] 109,834
Accumulated deficit (73,072) (4,951) (205)[e] (78,228)
Cumulative translation adjustment 143 - - 143
Total stockholders' equity 31,901 205 (205) 31,901
--------- --------- --------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $47,288 $1,095 $ (5) $48,378
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See accompanying notes to unaudited pro forma combined financial information.
F-14
<PAGE>
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED SEPTEMBER 30, 1995 - UNAUDITED
(In thousands)
- --------------------------------------------------------------------------------
RVSI IDM
SEPTEMBER 30, SEPTEMBER 30, COMBINED
1995 1995 SEPTEMBER 30,
HISTORICAL HISTORICAL ADJUSTMENTS 1995
------------- ------------- ----------- ------------
REVENUES $63,644 $ 1,769 $(153) [c] $65,260
COST OF REVENUES 28,386 493 (153) [c] 28,726
------- ------- ----- -------
GROSS PROFIT 35,258 1,276 - 36,534
------- ------- ----- -------
OPERATING COSTS AND
EXPENSES:
Selling, general and
administrative 15,382 1,506 - 16,888
Research and development 9,701 734 - 10,435
Merger expenses 1,160 145 (145) [f] 1,160
Interest (income)
expense, net (292) 14 - (278)
------- ------- ----- -------
25,951 2,399 (145) 28,205
------- ------- ----- -------
INCOME (LOSS) BEFORE
INCOME TAXES 9,307 (1,123) 145 8,329
INCOME TAX BENEFIT 649 - - 649
------- ------- ----- -------
NET INCOME (LOSS) $ 9,956 $(1,123) $ 145 $ 8,978
------- ------- ----- -------
------- ------- ----- -------
See accompanying notes to unaudited pro forma combined financial information.
F-15
<PAGE>
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED SEPTEMBER 30, 1994 - UNAUDITED
(In thousands)
- --------------------------------------------------------------------------------
RVSI IDM
SEPTEMBER 30, DECEMBER 30, COMBINED
1994 1994 SEPTEMBER 30,
HISTORICAL HISTORICAL ADJUSTMENTS 1994
------------- ------------- ----------- ------------
REVENUES $46,781 $ 1,114 $ (56) [c] $47,839
COST OF REVENUES 22,091 356 (56) [c] 22,391
------- ------- ----- -------
GROSS PROFIT 24,690 758 - 25,448
------- ------- ----- -------
OPERATING COSTS AND
EXPENSES:
Selling, general and
administrative 12,858 1,078 - 13,936
Research and development 7,629 384 - 8,013
Interest expense, net 77 32 - 109
------- ------- ----- -------
20,564 1,494 - 22,058
------- ------- ----- -------
INCOME (LOSS) BEFORE
INCOME TAXES 4,126 (736) - 3,390
INCOME TAX BENEFIT 291 - - 291
------- ------- ----- -------
NET INCOME (LOSS) $ 4,417 $ (736) $ - $ 3,681
------- ------- ----- -------
------- ------- ----- -------
See accompanying notes to unaudited pro forma combined financial information.
F-16
<PAGE>
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED SEPTEMBER 30, 1993 - UNAUDITED
(In thousands)
- --------------------------------------------------------------------------------
RVSI IDM
September 30, December 31, Combined
1993 1993 September 30,
Historical Historical 1993
---------- ---------- --------
REVENUES $38,677 $ 963 $39,640
------- ------ -------
COST OF REVENUES 19,206 287 19,493
------- ------ -------
GROSS PROFIT 19,471 676 20,147
------- ------ -------
OPERATING COSTS AND EXPENSES:
Selling, general and
administrative 10,900 644 11,544
Research and development 6,008 417 6,425
Merger expenses 1,091 - 1,091
Interest expense, net 301 23 324
------- ------ -------
18,300 1,084 19,384
------- ------ -------
INCOME (LOSS) BEFORE INCOME
TAXES 1,171 (408) 763
INCOME TAX BENEFIT 398 - 398
------- ------ -------
NET INCOME (LOSS) $ 1,569 $ (408) $ 1,161
------- ------ -------
------- ------ -------
See accompanying notes to unaudited pro forma combined financial information.
F-17
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
[a] Weighted average number of common shares and common share equivalents
calculated using the modified treasury stock method.
[b] The pro forma adjustment to accounts receivable, net and accounts payable
represents the elimination of intercompany balances.
[c] The pro forma adjustment to revenues and cost of revenues for the years
ended September 30, 1995 and 1994 represent the limination of intercompany
sales and related cost of sales associated with a royalty agreement IDM had
with a subsidiary of RVSI.
[d] The pro forma adjustment to common stock and additional paid-in capital
represents the exchange of IDM common stock for RVSI common stock.
[e] The pro forma adjustment to accrued expenses and accumulated deficit
represents the estimated additional expenses related to the IDM Merger.
[f] The pro forma adjustment to merger expenses represents the nonrecurring
expenses incurred for the year ended September 30, 1995 which are directly
attributable to the IDM Merger.
F-18
<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.
Dated: January 5, 1996 ROBOTIC VISION SYSTEMS, INC.
(Registrant)
By: /s/Robert H. Walker
-------------------------
Robert H. Walker
Executive Vice President
