CHECK TECHNOLOGY CORP
10-Q, 2000-05-11
PRINTING TRADES MACHINERY & EQUIPMENT
Previous: APPLE COMPUTER INC, 10-Q, 2000-05-11
Next: OCEAN BIO CHEM INC, 10-Q, 2000-05-11

Table of Contents

FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          March 31, 2000

Commission file number             0-10691

CHECK TECHNOLOGY CORPORATION


(Exact name of registrant as specified in its charter)

     
Minnesota

(State or other jurisdiction of incorporation
or organization)
41-1392000

(IRS Employer Identification No.)
     
12500 Whitewater Drive
Minnetonka, Minnesota


(Address of principal executive offices)
55343-9420

(Zip Code)

(952) 939-9000


Registrant’s telephone number, including area code

Not Applicable


Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (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 periods 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 / /

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $.10 Par Value Shares 6,169,320 as of May 5, 2000.

1


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets — March 31, 2000
Condensed consolidated statements of operations
Condensed consolidated statements of cash flow
Condensed notes to consolidated financial statements — March 31, 2000
Condensed notes to consolidated financial statements — March 31, 2000
Item 2 Management’s Discussion and Analysis of Results of Operations and Financial Condition
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES


INDEX

CHECK TECHNOLOGY CORPORATION AND SUBSIDIARIES

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets — March 31, 2000 and September 30, 1999.
Condensed consolidated statements of operations — Three months ended March 31, 2000 and 1999 and six months ended March 31, 2000 and 1999.
Condensed consolidated statements of cash flows — Six months ended March 31, 2000 and 1999.
Condensed notes to consolidated financial statements — March 31, 2000.
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
  See Market Risk in Management’s Discussion and Analysis.

PART II. OTHER INFORMATION

Item 4. Submission of Matter to a Vote of Security Holders

Item 6. Exhibits and reports on Form 8-K

SIGNATURES

2


Table of Contents

Part I. FINANCIAL INFORMATION

CHECK TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

                       
March 31, September 30,
2000 1999


ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,531,221 $ 2,882,618
Short-term investments 626,750 164,380
Accounts receivable less allowance for doubtful accounts of $50,000 5,387,968 3,542,350
Inventories
Raw materials and component parts 5,784,906 6,128,748
Work-in-process 600,448 107,622
Finished Goods 2,816,687 4,218,621


9,202,041 10,454,991
Deferred income taxes 1,661,160 1,570,884
Other current assets 1,467,816 870,633


TOTAL CURRENT ASSETS 21,876,956 19,485,856
EQUIPMENT AND FIXTURES
Machinery and equipment 1,984,076 2,005,512
Furniture and fixtures 2,064,872 1,985,732
Leasehold improvements 319,902 316,850


4,368,850 4,308,094
Less accumulated depreciation and amortization (3,455,943 ) (3,338,081 )


912,907 970,013


TOTAL ASSETS $ 22,789,863 $ 20,455,869


See notes to consolidated financial statements.

3


Table of Contents

                       
LIABILITIES AND STOCKHOLDERS' EQUITY
  March 31, September 30,
  2000 1999


CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,299,540 $ 2,533,952
Employee compensation and related taxes 606,843 553,185
Income taxes payable 69,827 175,449
Deferred revenue 3,727,102 448,335
Current portion of capital lease obligations 6,628 38,888


TOTAL CURRENT LIABILITIES 6,709,940 3,749,809
TOTAL LIABILITIES 6,709,940 3,749,809
 
STOCKHOLDERS’ EQUITY
Capital Stock
Common Stock—par value $.10 per share—authorized 25,000,000 shares; issued and outstanding March 31, 2000— 6,165,482 shares;
September 30, 1999— 6,154,157 shares
616,548 615,416
Additional paid in capital 16,903,626 16,861,417
Accumulated other comprehensive (loss) income (1,580,256 ) (1,184,070 )
Retained earnings 140,005 413,297


TOTAL STOCKHOLDERS’ EQUITY 16,079,923 16,706,060


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 22,789,863 $ 20,455,869


See notes to consolidated financial statements.

4


Table of Contents

CHECK TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

                                       
Three Month Period Six Month Period
Ending March 31, Ending March 31,


2000 1999 2000 1999




Sales:
Printing equipment 3,686,392 1,343,045 $ 6,562,752 $ 2,963,638
Maintenance, spares and supplies 3,178,208 3,977,155 6,647,285 7,603,105




Net Sales 6,864,600 5,320,200 13,210,037 10,566,743
Costs and expenses:
Cost of sales 3,528,286 2,485,484 6,381,904 4,871,028
Selling, general and administrative 2,908,688 2,852,247 5,792,483 5,572,451
Research and Development 699,917 681,298 1,359,927 1,359,940




7,136,891 6,019,029 13,534,314 11,803,419




(Loss) income from system sales and service (272,291 ) (698,829 ) (324,277 ) (1,236,676 )
Interest income, net 32,753 33,634 52,123 85,498
Unrealized exchange (loss) gain (130,528 ) (118,687 ) (150,196 ) (124,339 )




(Loss) income before taxes (370,066 ) (783,882 ) (422,350 ) (1,275,517 )
Income taxes (162,553 ) (274,000 ) (94,982 ) (446,000 )




Net (loss) income $ (207,513 ) $ (509,882 ) $ (327,368 ) $ (829,517 )




(Loss) earnings per common share
    Basic and diluted
$ (.03 ) $ (.08 ) $ (.05 ) $ (0.14 )




Weighted average number of shares
and share equivalents outstanding during the period
6,138,916 6,134,216 6,133,004 6,134,405
Weighted average number of shares and
    share equivalents outstanding
6,138,916 6,134,216 6,133,004 6,134,405
 during the period — assuming dilution

See notes to consolidated financial statements.

5


Table of Contents

CHECK TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

                       
Six Months Ending
March 31,

2000 1999


OPERATING ACTIVITIES
Net (loss) income $ (327,368 ) $ (829,517 )
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization 185,395 174,570
Other 35,922 51,426
Changes in operating assets and liabilities:
Accounts receivable (2,008,742 ) (894,903 )
Inventories 1,116,498 (652,113 )
Other current assets (754,064 ) (302,084 )
Accounts payable and accrued expenses (193,314 ) (30,893 )
Deferred revenue 3,284,701 (19,323 )


NET CASH PROVIDED (USED IN) OPERATING ACTIVITIES 1,339,028 (2,502,837 )


INVESTING ACTIVITIES
Purchase of equipment and fixtures (189,418 ) (268,244 )
Proceeds from sale of equipment 47,641
Purchase of short-term investments (507,763 ) (354,682 )
Proceeds from sale of short-term investments 20,202 2,163,220


NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (629,338 ) 1,540,294


FINANCING ACTIVITIES
Proceeds from(Purchase of) common stock 43,341 (143,043 )
Repayment of note receivable from stock sale 14,804
Repayment of capital leases (37,761 ) (6,077 )


NET CASH PROVIDED (USED IN) FINANCING ACTIVITIES 5,580 (134,316 )


EFFECT OF EXCHANGE RATE CHANGES ON CASH (66,667 ) (50,358 )


INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 648,603 (1,147,217 )
CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR 2,882,618 2,701,894


CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,531,221 $ 1,554,677


See notes to consolidated financial statements.

6


Table of Contents

CHECK TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2000

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 with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 1999.

Reclassifications have been made in the prior year to conform with classifications in the current year.

7


Table of Contents

CHECK TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2000

NOTE B — - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

                                             
Three Month Period Six Month Period
Ended March 31, Ended March 31,


2000 1999 2000 1999




Numerator:
Net Income (Loss) (207,513 ) (509,882 ) (327,368 ) (829,517 )




Numerator for basic and diluted earnings per share - income(loss) applicable to common stockholders (207,513 ) (509,882 ) (327,368 ) (829,517 )
Denominator:
Denominator for basic earnings per share -
Weighted-average shares 6,138,916 6,134,216 6,133,004 6,134,405
Effect of dilutive securities:
Employee stock options
Employee stock grants




Dilutive potential common shares a a a a
Denominator for diluted earnings per share -
Adjusted weighted- average shares 6,138,916 6,134,216 6,133,004 6,134,405




Earnings (loss) per common share basic and diluted $ (.03 ) $ (.08 ) $ (.05 ) $ (.14 )




a — No incremental shares related to options are included because the impact would be antidilutive.

8


Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2000

NOTE C — COMPREHENSIVE INCOME

As of October 1, 1998, the Company adopted Statement of Financial Accounting Standards Number 130 (Statement No. 130) “Reporting Comprehensive Income.” Statement No. 130 establishes standards for the reporting and display of comprehensive income and its components; however, the adoption of this statement had no impact on the Company’s net income or stockholders’ equity. Statement No. 130 requires foreign currency translation adjustments, which prior to adoption were reported separately in stockholders’ equity, to be included in “other comprehensive income.” Amounts in prior year financial statements have been reclassified to conform to Statement No. 130.

The components of comprehensive income, net of related tax, for the three and six month periods ended March 31, 2000 and 1999 are as follows:

                                 
Three Month Period Six Month Period
Ending March 31, Ending March 31,


2000 1999 2000 1999




Net (loss) income $ (207,513 ) $ (509,882 ) $ (327,368 ) $ (829,517 )
Foreign currency translation adjustments (133,104 ) (307,805 ) (396,186 ) (345,000 )




Comprehensive income $ (340,617 ) $ (817,687 ) $ (723,554 ) $ (1,174,517 )




9


Table of Contents

Item 2

Management’s Discussion and Analysis of Results of
Operations and Financial Condition

Results of Operations

The Company’s revenues consist of (i) sales of document production systems and related equipment and (ii) maintenance contracts, spare parts, supplies and consumable items. For the three-month period and six-month periods ended March 31, 2000, total revenues were up 30 percent and 25 percent respectively, with those of the same periods in fiscal 1999. Revenues from the sale of document production equipment for the fiscal 2000 second quarter increased $2.3 million from the same period in fiscal 1999 primarily due to increased North American sales of the Imaggia product line. In the fiscal 2000 second quarter, revenues from document production equipment included approximately $2.0 million from the sale of the Company’s Imaggia product line.

For some time, the Company has held a dominant position in many of the international markets in which its Checktronic equipment is sold. Demand for the Checktronic product line has softened in these international markets and revenues from this product line are now largely dependent on sales to emerging markets such as Latin America, Asia and Africa. The present uncertain economic environment in many of the countries within these emerging markets has limited the Company’s current opportunities to sell high-end capital equipment into those regions.

For the three and six month periods ended March 31, 2000, revenues from maintenance contracts, spare parts, supplies and consumable items decreased $800 thousand and $956 thousand respectively, from the same period a year ago. Approximately $500 thousand of the decline was attributable to the timing of customer orders as well as the effect of foreign currency exchange. The continued reduction in maintenance and consumables revenue from Pacific Rim customers accounted for the remainder of the decline.

The gross margin percentage for the three and six month periods ended March 31, 2000, was 49 percent and 52 percent, compared to 53 percent and 54 percent for the same periods a year ago. The decrease was primarily due to the increased component of the revenue mix from the Imaggia product line as compared to the Checktronic product line and the decreased revenue from the sale of maintenance, spares and supplies. The Company anticipates that its gross margin percentage for fiscal 2000 may be somewhat lower than fiscal 1999 as revenue from the Imaggia and Océ lines constitutes a larger portion of the Company’s total revenues.

For the three and six month periods ended March 31, 2000, selling, general and administrative expenses were $2.9 million and $5.8 million respectively, compared with $2.9 million and $5.6 million for the same periods a year ago. Research and development expense for the three month period and six month period ended March 31, 2000 were $0.7 million and $1.4 million respectively, flat with the research and development expenses for the same periods last year.

Net interest income for the three and six month periods ended March 31, 2000, was $33 thousand and $52 thousand respectively, compared to $34 thousand and $85 thousand for the same period a year ago. The decrease was due to lower cash balances available for investment.

10


Table of Contents

For the three and six month periods ended March 31, 2000, the loss before income taxes was $370 thousand and $422 thousand respectively, compared to the loss before income taxes of $784 thousand and $1.3 million for the same periods a year ago. Income taxes for the three and six month periods ended March 31, 2000 were a benefit of 44 percent and 23 percent respectively, compared to 35 percent for both the same periods last year. The income tax benefit for fiscal 2000 is primarily attributable to the net operating loss generated by foreign operations. In fiscal 1999, the income tax benefit was primarily attributable to the net operating loss generated by domestic operations.

For the three and six month periods ended March 31, 2000, the Company reported a net loss of $0.03 and $0.05 per share respectively, as compared to a net loss of $0.08 and $0.14 per share for the same periods a year ago. The improvement was primarily attributable to the overall increase in revenue offset by the unfavorable effects of higher selling, general and administrative expenses, and the reduced income tax benefit.

Market Risk:

The Company presently has three foreign subsidiaries, located in England, France and Australia, does business in 51 countries, and generates approximately 60 percent of its revenues from outside North America. The Company’s ability to sell its products in these foreign markets may be affected by changes in economic, political or market conditions in the foreign markets in which it does business.

The Company experiences foreign currency gains and losses, which are reflected on the Company’s income statement, due to the strengthening and weakening of the U.S. dollar against the currencies of the Company’s three foreign subsidiaries and the resulting effect on the valuation of the intercompany accounts and certain assets of the subsidiaries, which are denominated in U.S. dollars. The net exchange loss for the three and six month periods ended March 31, 2000 was $131 thousand and $150 thousand respectively, compared to a loss of $119 thousand and $125 thousand for the same periods a year ago. The Company anticipates that it will continue to have exchange gains or losses from foreign operations in the future.

The Company’s net investment in its foreign subsidiaries was $8,006,000 and $8,443,000 at March 31, 2000, and September 30, 1999, translated into U.S. dollars at the closing exchange rates. The potential loss in value resulting from a hypothetical 10% change in foreign exchange rates is not material. The impact of the stronger U.S. dollar on the translation of foreign currency denominated sales and related gross profit thereon was not material in 1999 or in the first six months of fiscal 2000.

Factors Affecting Results of Operations:

The Company is continuing development of the Imaggia system, including improving its overall reliability and robustness. The Company is using the Gemini digital print technology, which has been developed by Delphax Systems, as the print engine for the Imaggia system. Over the course of the development, the Company has experienced delays due in part to development delays associated with the Gemini print engine and finalization of the engine’s toner formulation, which are outside of the Company’s control. No assurance can be given that further delays will not occur or that product development or warranty expenses will not be higher than anticipated.

11


Table of Contents

In January 2000, the Company accepted a three-year equipment and service contract, valued at approximately $40.0 million, for its Imaggia system. The contract value includes the sales of document production systems and related equipment, maintenance, spare parts, supplies and consumable items for the three-year period. Equipment deliveries under the contract began in the second quarter of fiscal 2000 with delivery completion expected during the fourth quarter of fiscal 2001. Achievement of the Company’s future revenue plans depends upon the successful completion of the three-year contract.

The Company’s revenues and operating results may also fluctuate from quarter to quarter because (i) the Company’s sales cycle is relatively long, (ii) the size of orders may vary significantly, (iii) the availability of financing for customers in some countries is variable, (iv) customers may postpone or cancel orders, and (v) economic, political and market conditions in some markets change with minimal notice and effect the timing and size of orders. Because the Company’s operating expenses are based on anticipated revenue levels and a high percentage of the Company’s operating costs are relatively fixed, variations in the timing of revenue recognition could result in significant fluctuations in operating results from period to period.

Year 2000:

The Company satisfactorily completed its Year 2000 readiness work. Since entering the Year 2000, the Company has not experienced any major disruptions to its business nor is it aware of any significant Year 2000-related disruptions impacting its customers or suppliers. The Company will continue to monitor its critical systems during the calendar year 2000 but does not anticipate any significant impacts due to Year 2000 exposures from its internal systems or from the activities of its suppliers or customers. Costs incurred to achieve Year 2000 readiness were approximately $300 thousand.

Euro Conversion:

On January 1, 1999, certain member countries of the European Union established fixed conversion rates between their existing currencies and the European Union’s common currency (Euro). The transition period for the introduction of the Euro will be between January 1, 1999 and January 1, 2002. The Company has prepared for the introduction of the Euro and has evaluated methods to address the many issues involved with the introduction of the Euro, including the conversion of information technology systems, recalculating currency risk, strategies concerning continuity of contracts, and impacts on the processes for preparing taxation and accounting records. The Company believes the Euro conversion will not have a material impact on its financial statements.

Revenue Recognition:

On December 3, 1999, the Securities and Exchange Commission issued SEC Staff Accounting Bulletin Number 101 (SAB No.101) “Revenue Recognition in Financial Statements.” SAB No. 101 summarizes certain of the staff’s views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB No. 101 will be effective for the Company in the first quarter of fiscal 2001. The Company is in the process of determining the impact of SAB No. 101.

12


Table of Contents

Liquidity and Capital Resources:

Working capital was $15.2 million at March 31, 2000, compared to $15.7 million at September 30, 1999. The Company’s inventory levels decreased from $10.5 million at September 30, 1999, to $9.2 million at March 31, 2000, primarily due to a decrease in Imaggia related inventory. Cash and short-term investments amounted to $4.2 million at March 31, 2000, compared to $3.0 million at September 30, 1999.

Stockholders’ equity was $16.1 million at March 31, 2000, compared to $16.7 million at September 30, 1999. In September 1998, the Company announced a stock repurchase program of up to 500,000 shares. At March 31, 2000, the Company had repurchased 170,500 shares at a cost of $434,000.

The Company’s long-term debt to equity ratio was less than 0.01 at March 31, 2000, and September 30, 1999. The Company maintains a $2.5 million unsecured bank line of credit expiring March 31, 2001. At March 31, 2000, the line was unused. The Company believes that its current financial arrangements and anticipated level of internally generated funds will be sufficient to fund its working capital requirements in fiscal 2000.

At March 31, 2000, the Company had no material commitments for capital expenditures.

Cautionary Statement:

Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company’s Annual Report, the Company’s Form 10-K, in other filings with the Securities and Exchange Commission, in the Company’s press releases and in oral statements made to securities market analysts and stockholders, which are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause the Company’s actual results to differ materially from historical earnings and those presently anticipated or projected.

The factors mentioned under the subheading “Factors Affecting Results of Operations” are among those that in some cases have affected and in the future could affect the Company’s actual results and could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement.

13


Table of Contents

PART II. OTHER INFORMATION

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

The Company held its annual meeting of shareholders on March 16, 2000. The shareholders elected three directors to serve for a term ending in 2001 and until their successors are elected. The shareholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all of the nominees:

                 
Votes For Votes Withheld


Jay A. Herman 5,594,128 13,148
Thomas H. Garrett, III 5,593,128 14,148
Gary R. Holland 5,594,128 13,148

The shareholders also approved the selection of Ernst & Young LLP as the Company’s independent public accountants for 2000. 5,601,445 votes were cast for the resolution; 1,383 votes were cast against the resolution; 4,448 shares represent votes abstained; 0 shares represent broker non-vote.

Item 6. Exhibits and Reports on Form 8-K

The Company did not file any reports on Form 8-K during the three months ended March 31, 2000.

14


Table of Contents

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.

   
  CHECK TECHNOLOGY CORPORATION
Registrant
         
Date May 11, 2000
/s/ Jay A. Herman

Jay A. Herman
President and Chief Executive Officer
         
Date May 11, 2000
/s/ Robert M. Barniskis

Robert M. Barniskis
Vice President and Chief Financial Officer

15



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission