SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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QUARTERLY REPORT UNDER SECTION 13 OR 15d
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended April 30, 1997
Commission File Number 0-11518
PPT VISION, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1413345
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10321 West 70th Street Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
(612) 996-9500
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(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the last 90 days. Yes X No
Shares of $.10 par value common stock outstanding at June 6, 1997: 5,378,307
Total pages this report: 13
Page 2
INDEX
PPT VISION, INC.
Part I. Financial Information Page
- ------- --------------------- ----
Item 1. Unaudited Financial Statements
Balance Sheets as of April 30, 1997 and.................. 3
October 31, 1996
Income Statements for the Three-Month and................ 4
Six-Month Periods ended April 30, 1997 and April 30, 1996
Statement of Cash Flows for the Six-Month Periods........ 5
ended April 30, 1997 and April 30, 1996
Notes to Financial Statements--April 30, 1997............ 6
Item 2. Management's Discussion and Analysis of.................. 7
Financial Condition and Results of Operations
Part II. Other Information........................................ 11
- -------- -----------------
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures............................................... 12
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Page 3
<TABLE>
PPT VISION, INC.
BALANCE SHEETS
04/30/97 10/31/96
Note A Note A
------------ ------------
(unaudited) (audited)
<S> <C> <C>
ASSETS
Cash and cash equivalents............. $ 6,515,000 $ 4,179,000
Investments........................... 13,200,000 15,135,000
Accounts receivable, net.............. 3,316,000 4,451,000
Inventories:
Manufactured and purchased parts.... 1,279,000 1,015,000
Work-in-process..................... 196,000 144,000
Finished goods...................... 70,000 69,000
------------ ------------
Inventories, net...................... 1,545,000 1,228,000
Other current assets.................. 135,000 171,000
------------ ------------
Total current assets............. 24,711,000 25,164,000
Restricted cash....................... 55,000 135,000
Fixed assets, net..................... 1,161,000 863,000
Other assets, net..................... 91,000 79,000
Deferred income taxes................. 1,809,000 1,815,000
------------ ------------
Total assets..................... $27,827,000 $28,056,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities................... $ 748,000 $ 1,081,000
Deferred rent......................... 153,000 166,000
Shareholders' equity:
Common stock.......................... 537,000 536,000
Capital in excess of par value........ 29,510,000 29,443,000
Accumulated (deficit)................. (3,108,000) (3,170,000)
Unrealized loss--investments.......... (13,000) --
------------ ------------
Total shareholders' equity....... 26,926,000 26,809,000
------------ ------------
Total liabilities and
shareholders' equity............. $27,827,000 $28,056,000
============ ============
</TABLE>
Page 4
<TABLE>
PPT VISION, INC.
INCOME STATEMENTS
(UNAUDITED)
Three Months Ended Six Months Ended
April 30, April 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues............. $2,670,000 $3,212,000 $5,041,000 $6,347,000
Cost of sales............ 993,000 1,268,000 1,998,000 2,571,000
----------- ----------- ----------- -----------
Gross profit............. 1,677,000 1,944,000 3,043,000 3,776,000
Expenses:
Selling................ 948,000 660,000 1,766,000 1,231,000
General and
administrative........ 295,000 250,000 600,000 530,000
Research and
development........... 616,000 441,000 1,124,000 888,000
----------- ----------- ----------- -----------
Total expenses......... 1,859,000 1,351,000 3,490,000 2,649,000
----------- ----------- ----------- -----------
Income (loss) from
operations.............. (182,000) 593,000 (447,000) 1,127,000
Interest income.......... 271,000 28,000 544,000 43,000
Other income............. 3,000 -- 3,000 8,000
----------- ----------- ----------- -----------
Net income before taxes.. 92,000 621,000 100,000 1,178,000
Income tax............... (35,000) -- (38,000) --
----------- ----------- ----------- -----------
Net income............... $ 57,000 $ 621,000 $ 62,000 $1,178,000
=========== =========== =========== ===========
Per share data (Note B):
Weighted average common
shares outstanding....... 5,462,000 3,835,000 5,465,000 3,825,000
Net income per share..... $ 0.01 $ 0.16 $ 0.01 $ 0.31
=========== =========== =========== ===========
</TABLE>
Page 5
<TABLE>
PPT VISION, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
Six Months Six Months
Ended Ended
April 30, 1997 April 30, 1996
---------------- ----------------
<S> <C> <C>
Net income...................................... $ 62,000 $1,178,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................. 194,000 114,000
Deferred rent.................................. (13,000) 1,000
Deferred income tax benefit.................... 6,000 --
Accrued interest income........................ (187,000) --
Change in assets and liabilities
Accounts receivable............................ 1,135,000 (373,000)
Inventories.................................... (317,000) (288,000)
Other assets................................... 24,000 (64,000)
Restricted cash................................ 80,000 --
Accounts payable and accrued expenses.......... (333,000) (79,000)
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Total adjustments............................. 589,000 (689,000)
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Net cash provided by operating activities..... 651,000 489,000
Cash flows from investing activities:
Purchase of fixed assets....................... (492,000) (279,000)
Purchase of investments........................ (7,128,000) --
Sales and maturities of investments............ 9,237,000 --
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Net cash provided (used) by
investing activities......................... 1,617,000 (279,000)
Cash flows from financing activities
Proceeds from issuance of common stock......... 68,000 206,000
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Net cash provided by financing activities..... 68,000 206,000
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Net increase in cash and cash equivalents....... 2,336,000 416,000
Cash and cash equivalents at beginning of year.. 4,179,000 1,235,000
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Cash and cash equivalents at end of period...... $6,515,000 $1,651,000
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income tax.................................... $ 35,000 $ 57,000
Interest...................................... -- --
</TABLE>
Page 6
PPT VISION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
APRIL 30, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed 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 Rule 10-01 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 financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended October 31, 1996.
NOTE B - STOCK SPLIT
On March 14, 1996, the Board of Directors approved a three-for-two stock split
in the form of a fifty percent (50%) stock dividend. The distribution of shares
was made on April 5, 1996 to shareholders of record as of March 25, 1996. All
historical share and per share data included in the financial statements and
exhibits have been restated to reflect the stock split.
Page 7
Item 2
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
- ---------------------
Net Revenues: Net revenues decreased 17% to $2,670,000 for the three-month
period ended April 30, 1997, compared to net revenues of $3,212,000 for the same
period in fiscal 1996. For the six-month period ended April 30, 1997, net
revenues decreased 21% to $5,041,000 compared to net revenues of $6,347,000 for
the same period in fiscal 1996. Sales of the Company's machine vision systems
decreased to 109 for the second quarter of fiscal 1997 versus 117 for the same
period in fiscal 1996. For the six-month period ended April 30, 1997, unit
sales decreased to 195 compared to 229 for the same period in fiscal 1996. Net
revenues for the first half of fiscal 1997 decreased 8% in North America and 47%
outside North America. Sales to customers outside North America represented 23%
of total revenues in the first half of fiscal 1997, compared to 34% for the same
period in fiscal 1996. The decrease in North America is primarily the result of
slowdowns in deliveries to customers in the electronics segment. The decline
internationally is primarily the result of decreased deliveries in the Far East,
which is mainly related to slowdowns in the electronics segment.
Gross Profit: Gross profit decreased 14% to $1,677,000 for the three-month
period ended April 30, 1997, compared to $1,944,000 for the same period in
fiscal 1996. For the six-month period ended April 30, 1997, gross profit
decreased 19% to $3,043,000 compared to $3,776,000 for the same period in fiscal
1996. As a percentage of net revenues, the gross profit for the second quarter
of fiscal 1997 increased to 63% compared to 61% for the same period in fiscal
1996. For the six-month period ended April 30, 1997, the gross profit as a
percentage of net revenues increased to 60% compared to 59% for the same period
in fiscal 1996. The increase in gross profit as a percentage of net revenues in
fiscal 1997 is primarily related to geographic and product mix shift toward
higher margin markets and products. The Company anticipates that the gross
profit as a percentage of net revenues may fluctuate and may decline temporarily
at certain times in fiscal 1997 due to shifts in geographic and product mix as
well as normal start-up costs associated with expected new product
introductions.
Selling Expenses: Selling expenses increased 44% to $948,000 for the three-
month period ended April 30, 1997, compared to $660,000 for the same period in
fiscal 1996. For the six-month period ended April 30, 1997, selling expenses
increased 43% to $1,766,000 compared to $1,231,000 for the same period in fiscal
1996. As a percentage of net revenues, selling expenses increased to 36% for the
second quarter of fiscal 1997, compared to 21% for the second quarter of fiscal
1996. For the six-month period ended April 30, 1997, selling expenses as a
percentage of net revenues increased to 35% compared to 19% for the same period
in fiscal 1996. The increase in expenditures is primarily the result of the
addition of several application engineers and sales people in the latter part of
fiscal 1996. The increase as a percentage of net revenues is primarily due to
the reduced level of sales in the quarter. Although the Company will limit the
rate of growth in selling expenses, it is anticipated that selling expenses may
remain at current levels or increase slightly in the last half of fiscal 1997 as
Page 8
the Company maintains its investments in sales and applications engineering.
However, the Company believes that during the remainder of fiscal 1997, selling
expenses may decline as a percentage of net revenues compared to the second
quarter of fiscal 1997, depending on the level of sales growth.
General and Administrative Expenses: General and administrative expenses
increased 18% to $295,000 for the three-month period ended April 30, 1997,
compared to $250,000 for the same period in fiscal 1996. For the six-month
period ended April 30, 1997, general and administrative expenses increased 13%
to $600,000 compared to $530,000 for the same period in fiscal 1996. As a
percentage of net revenues, general and administrative expenses increased to 11%
for the second quarter of fiscal 1997, compared to 8% for the second quarter of
fiscal 1996. For the six-month period ended April 30, 1997, general and
administrative expenses as a percentage of net revenues increased to 12%
compared to 8% for the same period in fiscal 1996. The increase in expenditures
is primarily attributable to increased expenses associated with operating the
Company as it prepares for continued growth. The increase as a percentage of net
revenues is primarily due to the reduced level of sales in the quarter. The
Company believes that during the remainder of fiscal 1997, general and
administrative expenses may decline as a percentage of net revenues compared to
the second quarter of fiscal 1997, depending on the level of sales growth.
Research and Development Expenses: Research and development expenses increased
40% to $616,000 for the three-month period ended April 30, 1997, compared to
$441,000 for the same period in fiscal 1996. For the six-month period ended
April 30, 1997, research and development expenses increased 27% to $1,124,000
compared to $888,000 for the same period in fiscal 1996. As a percentage of net
revenues, research and development expenses increased to 23% for the second
quarter of fiscal 1997, compared to 14% for the second quarter of fiscal 1996.
For the six-month period ended April 30, 1997, research and development expenses
as a percentage of net revenues increased to 22% compared to 14% for the same
period in fiscal 1996. The increase in expenses is mainly due to new product
development programs and increased permanent staffing and contract personnel to
support these efforts. The increase as a percentage of net revenues is primarily
due to the reduced level of sales in the quarter. While research and development
expenses may remain at current levels or increase slightly as the Company
continues to invest in next generation software and hardware development, the
Company expects that during the remainder of fiscal 1997, such expenses may
decline as a percentage of net revenues compared to the second quarter of fiscal
1997, depending on the level of sales growth.
Interest income increased to $271,000 for the three-month period ended
April 30, 1997, compared to $28,000 for the same period in fiscal 1996. For the
six-month period ended April 30, 1997, interest income increased to $544,000
compared to $43,000 for the same period in fiscal 1996. The increase in
interest income is primarily due to interest on the proceeds of a public stock
offering completed in June of 1996.
Income Tax Expense: Income tax expense of $35,000 was recorded for the three-
month period ended April 30, 1997, compared to no income tax expense for the
same period in fiscal 1996. For the six-month period ended April 30, 1997,
income tax expense of $38,000 was recorded compared to no income tax expense for
the same period in fiscal 1996. The increase in income tax expense resulted from
Page 9
the full recognition of the potential future tax benefits of loss carry forwards
and net deductible temporary differences available to offset taxable income in
future periods, which occurred in the fourth quarter of fiscal 1996. As a result
of this full recognition, the Company is reporting earnings on a fully-taxed
basis.
Liquidity and Capital Resources
- -------------------------------
Working capital decreased to $23,963,000 on April 30, 1997 from $24,083,000 on
October 31, 1996. Net cash provided from operating activities was $651,000.
During the first six months of fiscal 1997, accounts receivable decreased
$1,135,000 and inventories increased $317,000. Both of these events are
primarily due to the reduced level of sales in the first half of fiscal 1997. In
addition, the increase in inventories is partially related to raw material
purchases to support new product introductions.
Net cash provided by investing activities was $1,617,000. The proceeds from
sales and maturities of investments provided $9,237,000 of cash flow, while
$7,128,000 of cash flow was used for the purchase of investments. Investments
consist of short-term investment grade securities. The Company used $492,000 of
cash flow for the purchase of fixed assets, mainly consisting of computer
equipment, lab equipment, and manufacturing equipment. The Company anticipates
purchases of fixed assets to remain at or near recent levels for the remainder
of fiscal 1997. The Company generated $68,000 from its financing activities as a
result of issuances of its Common Stock upon exercise of stock options.
Current assets decreased to $24,711,000 at April 30, 1997 from $25,164,000 at
October 31, 1996. This decrease was primarily due to the decline in accounts
receivable to $3,316,000 at April 30, 1997 from $4,451,000 at October 31, 1996.
Current liabilities decreased to $748,000 at April 30, 1997 from $1,081,000 at
October 31, 1996. This was mainly due to a reduction in accrued expenses which
resulted from the full payment of certain accrued expenses as well as a
reduction in trade accounts payables.
The Company believes that it cash flow from operations, existing cash and cash
equivalents, and investments at April 30, 1997 will be adequate for its
foreseeable operating needs.
FORWARD LOOKING STATEMENT
- -------------------------
Certain of the statements contained in this Form 10-Q that relate to
expectations regarding future sales and profitability contain forward-looking
statements regarding future performance of the Company. The Company's actual
results could differ materially from the estimates made in the forward-looking
statements as a result of a number of factors, including (i) risks and
uncertainty in the market for machine vision, (ii) cyclicality of capital
spending by customers, (iii) quarterly fluctuations in operating results by the
Company due to the long selling cycle for machine vision products, (iv) the
Company's continued ability to achieve significant international revenue, (v)
competition in the Company's principal markets and (vi) the Company's ability to
Page 10
continue to enhance its current products and develop new products that keep pace
with technological developments and evolving industry standards. The Company
wishes to caution readers not to place undue reliance upon any such forward-
looking statement, which speak only as of the date made.
Page 11
PART II. Other Information
Item 1: LEGAL PROCEEDINGS
-----------------
None
Item 2: CHANGES IN SECURITIES
---------------------
None
Item 3: DEFAULTS UPON SENIOR SECURITIES
------------------------------
None
Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
On March 5, 1997, the Company held its Annual Meeting of
Shareholders. At the meeting, the following actions were taken:
(a) The following persons were re-elected to the Company's Board of
Directors receiving the votes set forth opposite their names:
For Withheld
--------- --------
Joseph C. Christenson.. 4,902,016 44,154
Larry G. Paulson....... 4,902,016 44,154
Bruce C. Huber......... 4,902,566 43,604
Peter R. Peterson...... 4,902,509 43,661
David Malmberg......... 4,902,766 43,404
(b) The Company's shareholders approved a proposal to amend the
Company's 1988 Stock Option Plan by a vote of 3,921,578 shares in
favor, 64,502 shares against, and 779,362 shares abstaining.
(c) The Company's shareholders approved the Company's 1997 Stock
Option Plan by a vote of 2,409,052 shares in favor, 63,840 shares
against, and 2,292,550 shares abstaining.
Item 5: OTHER INFORMATION
-----------------
None
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits: Page
1. Exhibit 27 - Financial Data Schedule.................... 13
(b) Reports on Form 8-K
None
Page 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the
undersigned duly authorized.
PPT VISION, INC.
Date: June 13, 1997
/s/Thomas R. Northenscold
-----------------------------
Thomas R. Northenscold
(Principal Accounting Officer)
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> APR-30-1997
<CASH> 6515000
<SECURITIES> 13200000
<RECEIVABLES> 3361000
<ALLOWANCES> (45000)
<INVENTORY> 1545000
<CURRENT-ASSETS> 24711000
<PP&E> 3012000
<DEPRECIATION> (1851000)
<TOTAL-ASSETS> 27827000
<CURRENT-LIABILITIES> 748000
<BONDS> 0
0
0
<COMMON> 26939000
<OTHER-SE> (13000)
<TOTAL-LIABILITY-AND-EQUITY> 27827000
<SALES> 2670000
<TOTAL-REVENUES> 2670000
<CGS> 993000
<TOTAL-COSTS> 1859000
<OTHER-EXPENSES> (3000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (271000)
<INCOME-PRETAX> 92000
<INCOME-TAX> 35000
<INCOME-CONTINUING> 57000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57000
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
