SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended April 30, 1998
Commission File Number 0-11518
PPT VISION, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1413345
- ------------------------------- ----------------------
(State or 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 and 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 or 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 8, 1998: 5,430,035
Total pages this report: 14
Page 2
INDEX
PPT VISION, INC.
Part I. Financial Information Page
- ------- --------------------- ----
Item 1. Unaudited Financial Statements
Balance Sheets as of April 30, 1998 and.................. 3
October 31, 1997
Income Statements for the three-month and................ 4
six-month periods ended April 30, 1998 and April 30, 1997
Statement of Cash Flows for the six-month periods........ 5
ended April 30, 1998 and April 30, 1997
Notes to Financial Statements--April 30, 1998............ 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 and Use of Proceeds
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............................................... 13
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Page 3
PART I. FINANCIAL INFORMATION
Item 1: UNAUDITED FINANCIAL STATEMENTS
PPT VISION, INC.
BALANCE SHEETS
April 30, 1998 October 31, 1997
Note A Note A
------------ ------------
(unaudited)
ASSETS
Cash and cash equivalents............. $ 1,029,000 $ 4,027,000
Investments........................... 16,862,000 15,515,000
Accounts receivable, net.............. 3,721,000 3,693,000
Inventories:
Manufactured and purchased parts.... 1,573,000 1,223,000
Work-in-process..................... 654,000 448,000
Finished goods...................... 4,000 70,000
------------ ------------
Inventories, net...................... 2,231,000 1,741,000
Other current assets.................. 230,000 226,000
------------ ------------
Total current assets............. 24,073,000 25,202,000
Fixed assets, net..................... 1,966,000 1,546,000
Other assets, net..................... 2,392,000 1,828,000
Deferred income taxes................. 1,331,000 1,410,000
------------ ------------
Total assets..................... $29,762,000 $29,986,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities................... $ 1,734,000 $ 2,315,000
Deferred rent......................... 119,000 136,000
Shareholders' equity:
Common stock.......................... 543,000 539,000
Capital in excess of par value........ 29,680,000 29,555,000
Accumulated (deficit)................. (2,269,000) (2,510,000)
Unrealized loss--investments.......... (45,000) (49,000)
------------ ------------
Total shareholders' equity....... 27,909,000 27,535,000
------------ ------------
Total liabilities and
shareholders' equity............. $29,762,000 $29,986,000
============ ============
Page 4
PPT VISION, INC.
INCOME STATEMENTS
(UNAUDITED)
Three Months Ended Six Months Ended
April 30, April 30,
------------------------ --------------------------
1998 1997 1998 1997
----------- ----------- ------------ ------------
Net revenues............. $3,177,000 $2,670,000 $ 7,182,000 $ 5,041,000
Cost of sales............ 1,266,000 993,000 2,934,000 1,998,000
----------- ----------- ------------ ------------
Gross profit............. 1,911,000 1,677,000 4,248,000 3,043,000
Expenses:
Selling................ 1,222,000 948,000 2,328,000 1,766,000
General and
administrative........ 324,000 295,000 629,000 600,000
Research and
development........... 757,000 616,000 1,443,000 1,124,000
----------- ----------- ------------ ------------
Total expenses......... 2,303,000 1,859,000 4,400,000 3,490,000
----------- ----------- ------------ ------------
Income (loss) from
operations.............. (392,000) (182,000) (152,000) (447,000)
Interest income.......... 260,000 271,000 536,000 544,000
Other income............. 3,000 3,000 4,000 3,000
----------- ----------- ------------ ------------
Net income (loss)
before taxes........... (129,000) 92,000 388,000 100,000
Income tax benefit
(expense).............. 49,000 (35,000) (147,000) (38,000)
----------- ----------- ------------ ------------
Net income (loss)........ $ (80,000) $ 57,000 $ 241,000 $ 62,000
=========== =========== ============ ============
Per share data:
Common shares outstanding 5,408,000 5,374,000 5,398,000 5,368,000
Common and common
equivalent shares
outstanding............ 5,534,000 5,462,000 5,522,000 5,465,000
Basic earnings (loss)
per share.............. $ (0.01) $ 0.01 $ 0.04 $ 0.01
=========== =========== ============ ============
Diluted earnings (loss)
per share............... $ (0.01) $ 0.01 $ 0.04 $ 0.01
=========== =========== ============ ============
Page 5
<TABLE>
PPT VISION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Six Months
Ended Ended
April 30, 1998 April 30, 1997
---------------- ----------------
<S> <C> <C>
Net income...................................... $ 241,000 $ 62,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................. 306,000 194,000
Deferred rent.................................. (17,000) (13,000)
Deferred income tax benefit.................... 79,000 6,000
Accrued interest income........................ (204,000) (187,000)
Realized gain on sale of investments........... (2,000) --
Change in assets and liabilities
Accounts receivable............................ (28,000) 1,135,000
Inventories.................................... (490,000) (317,000)
Other assets................................... (4,000) 24,000
Restricted cash................................ -- 80,000
Accounts payable and accrued expenses.......... (581,000) (333,000)
------------ ------------
Total adjustments............................. (941,000) 589,000
------------ ------------
Net cash provided by (used in)
operating activities......................... (700,000) 651,000
Cash flows from investing activities:
Purchase of fixed assets....................... (715,000) (492,000)
Purchase of investments........................ (12,519,000) (7,128,000)
Sales and maturities of investments............ 11,383,000 9,237,000
Net investment in other long-term assets....... (576,000) --
------------ ------------
Net cash provided by (used in)
investing activities......................... (2,427,000) 1,617,000
Cash flows from financing activities
Proceeds from issuance of common stock......... 129,000 68,000
------------ ------------
Net cash provided by financing activities..... 129,000 68,000
------------ ------------
Net increase (decrease) in cash and
cash equivalents............................... (2,998,000) 2,336,000
Cash and cash equivalents at beginning of year.. 4,027,000 4,179,000
------------ ------------
Cash and cash equivalents at end of period...... $ 1,029,000 $ 6,515,000
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income tax.................................... $ 68,000 $ 35,000
Interest...................................... -- --
</TABLE>
Page 6
PPT VISION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
APRIL 30, 1998
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. The Balance Sheet at October 31, 1997 has been derived from the
Company's audited financial statements for the fiscal year ended October 31,
1997. 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, 1997.
NOTE B - EARNINGS PER SHARE
In the quarter ended January 31, 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." SFAS No.
128 simplifies the standards required under current accounting rules for
computing earnings per share and replaces the presentation of primary earnings
per share and fully diluted earnings per share with a presentation of basic
earnings per share ("basic EPS") and diluted earnings per share ("diluted EPS").
Basic EPS excludes dilution and is determined by dividing income available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted EPS reflects the potential dilution that could occur
if securities and other contracts to issue common stock were exercised or
converted into common stock. Diluted EPS is computed similarly to fully diluted
earnings per share under current accounting rules. The implementation of SFAS
No. 128 is not expected to have a material effect on the Company's earnings per
share as determined under current accounting rules.
Page 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Net Revenues: Net revenues increased 19% to $3,177,000 for the three-month
period ended April 30, 1998, compared to net revenues of $2,670,000 for the same
period in fiscal 1997. For the six-month period ended April 30, 1998, net
revenues increased 42% to $7,182,000 compared to net revenues of $5,041,000 for
the same period in fiscal 1997. Sales of the Company's machine vision systems
increased to 126 for the second quarter of fiscal 1998 versus 109 for the same
period in fiscal 1997. For the six-month period ended April 30, 1998, unit
sales increased to 275 compared to 195 for the same period in fiscal 1997.
Gross revenues for the first half of fiscal 1998 increased 17% in North America
and 125% outside North America. Sales to customers outside North America
represented 36% of gross revenues for the first half of fiscal 1998, compared to
23% for the same period in fiscal 1997. The increase in net revenues during the
second quarter of fiscal 1998 was primarily the result of strong international
markets.
Gross Profit: Gross profit increased 14% to $1,911,000 for the three-month
period ended April 30, 1998, compared to $1,677,000 for the same period in
fiscal 1997. For the six-month period ended April 30, 1998, gross profit
increased 40% to $4,248,000, compared to $3,043,000 for the same period in
fiscal 1997. As a percentage of net revenues, the gross profit for the second
quarter of fiscal 1998 decreased to 60% compared to the same period in fiscal
1997. For the six-month period ended April 30, 1998, the gross profit as a
percentage of net revenues decreased to 59%, compared to 60% for the same period
in fiscal 1997. The increase in gross profit is primarily due to the increase
in sales. The decrease in the gross profit as a percentage of net revenues is
primarily related to shifts in geographic- and model-mix as well as the
occurrence of an unusually high gross profit as a percentage of net revenues in
the second quarter of fiscal 1997. The Company anticipates that the gross
profit as a percentage of net revenues may fluctuate and may decline temporarily
at certain times in fiscal 1998 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 29% to $1,222,000 for the three-
month period ended April 30, 1998, compared to $948,000 for the same period in
fiscal 1997. For the six-month period ended April 30, 1998, selling expenses
increased 32% to $2,328,000, compared to $1,766,000 for the same period in
fiscal 1997. As a percentage of net revenues, selling expenses decreased to 38%
for the second quarter of fiscal 1998, compared to 36% for the second quarter of
fiscal 1997. For the six-month period ended April 30, 1998, selling expenses as
a percentage of net revenues decreased to 32%, compared to 35% for the same
period in fiscal 1997. The increase in expenditures is primarily the result of
investments required to launch the Microelectronics Product Group ("MPG") as
well as the opening of sales and support offices in Michigan and North Carolina.
Page 8
The decrease as a percentage of net revenues is mainly related to operating
leverage provided by the Company's increased revenues. 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 coming
quarters as the Company launches new product initiatives and strengthens its
sales and applications engineering organization. However, the Company believes
that over that time, selling expenses may decrease somewhat as a percentage of
net revenues compared to the second quarter of fiscal 1998, depending on the
level of sales growth.
General and Administrative Expenses: General and administrative expenses
increased 10% to $324,000 for the three-month period ended April 30, 1998,
compared to $295,000 for the same period in fiscal 1997. For the six-month
period ended April 30, 1998, general and administrative expenses increased 5% to
$629,000, compared to $600,000 for the same period in fiscal 1997. As a
percentage of net revenues, general and administrative expenses decreased to 10%
for the second quarter of fiscal 1998, compared to 11% for the second quarter of
fiscal 1997. For the six-month period ended April 30, 1998, general and
administrative expenses as a percentage of net revenues decreased to 9%,
compared to 12% for the same period in fiscal 1997. The decrease as a
percentage of net revenues is mainly related to operating leverage provided by
the Company's increased revenues. The Company believes that during the remainder
of fiscal 1998, general and administrative expenses will not increase
substantially as a percentage of net revenues compared to the first half of
fiscal 1998, depending on the level of sales growth.
Research and Development Expenses: Research and development expenses increased
23% to $757,000 for the three-month period ended April 30, 1998, compared to
$616,000 for the same period in fiscal 1997. For the six-month period ended
April 30, 1998, research and development expenses increased 28% to $1,443,000,
compared to $1,124,000 for the same period in fiscal 1997. As a percentage of
net revenues, research and development expenses increased slightly to 24% for
the second quarter of fiscal 1998, compared to 23% for the second quarter of
fiscal 1997. For the six-month period ended April 30, 1998, research and
development expenses as a percentage of net revenues decreased to 20%, compared
to 22% for the same period in fiscal 1997. The increase in expenditures is
mainly due to permanent staffing and contract personnel required to support the
Company's new product development programs and to build the MPG business and
commercialize the Company's 3D scanning technology ("SMI 3D"). The decrease as a
percentage of net revenues is mainly related to operating leverage provided by
the Company's increased revenues. 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 1998, such expenses will not increase
substantially as a percentage of net revenues compared to the first half of
fiscal 1998, depending on the level of sales growth.
Interest income remained decreased 4% to $260,000 for the three-month period
ended April 30, 1998, compared to $271,000 for the same period in fiscal 1997.
For the six-month period ended April 30, 1998, interest income decreased 1% to
Page 9
$536,000, compared to $544,000 for the same period in fiscal 1997. The decrease
in interest income is primarily related to a reduction in the balances in cash
and cash equivalents and investments.
Income Tax Benefit (Expense): Income tax benefit of $49,000 was recorded for
the three-month period ended April 30, 1998, compared to income tax expense of
$35,000 for the same period in fiscal 1997. For the six-month period ended
April 30, 1998, income tax expense increased to $147,000, compared to $38,000
for the same period in fiscal 1997. The increase in income tax expense is a
result of the Company's increased earnings.
Liquidity and Capital Resources
- -------------------------------
Working capital decreased to $22,339,000 on April 30, 1998 from $22,887,000 on
October 31, 1997. The Company financed its operations in the first six months of
fiscal 1998 through internally generated cash flow and existing cash and cash
equivalents. Net cash used by operating activities during the six-month period
ended April 30, 1998 was $700,000. Inventories increased $490,000 during the
first half of fiscal 1998 primarily due to investments required to support new
product programs.
The Company used $2,427,000 of cash for investing activities, primarily for
the purchase of fixed assets, investments and other long-term assets. The
Company used $715,000 of cash for the purchase of fixed assets, mainly
consisting of computer, laboratory, and manufacturing equipment. The proceeds
from sales and maturities of investments provided $11,383,000 of cash flow,
while $12,519,000 of cash was used for the purchase of investments. Investments
consist of short-term investment grade securities. The Company used $576,000 of
cash for the purchase of other long-term assets, primarily related to a payment
made to Medar, Inc. under a patent license agreement. In addition, the Company
generated $129,000 in cash flow from its financing activities as a result of
issuances of its Common Stock upon exercise of stock options.
Current assets decreased to $24,073,000 at April 30, 1998 from $25,202,000 at
October 31, 1997. Investments increased to $16,862,000 at April 30, 1998 from
$15,515,000 at October 31, 1997. Cash and cash equivalents decreased to
$1,029,000 at April 30, 1998 from $4,027,000 at October 31, 1997.
The Company's current liabilities decreased to $1,734,000 at April 30, 1998
from $2,315,000 at October 31, 1997. This decrease in current liabilities was
primarily due to a reduction in other short-term payables as a result of the
payment made to Medar, Inc.
The Company expects that its capital expenditures in fiscal 1998 will increase
from the $1.1 million in fiscal 1997, primarily for computer, laboratory and
manufacturing equipment. At May 28, 1998, the Company had commitments for
approximately $325,000 for capital equipment. The Company is also obligated to
pay an additional $500,000 under the terms of the Medar, Inc. license agreement,
subject to the achievement by Medar of certain development milestones.
Page 10
The Company believes that its cash flow from operations, existing cash and
cash equivalents, and investments at April 30, 1998 will be adequate for its
working capital and capital resource needs, including payments due under the
Medar, Inc. license agreement during fiscal 1998.
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)
dependence on principal customers, including the Company's international
distributors, (v) competition in the Company's principal markets and (vi) the
Company's ability to 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.
A more detailed presentation of certain factors is included in the Company's
Annual Report on Form 10-K for the year ended October 31, 1997.
Page 11
PART II. OTHER INFORMATION
Item 1: LEGAL PROCEEDINGS
-----------------
None
Item 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------
None
Item 3: DEFAULTS UPON SENIOR SECURITIES
------------------------------
None
Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
On March 12, 1998, the Company held its Annual Meeting of
Shareholders. At the meeting the following action was 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.. 4,209,536 15,707
Larry G. Paulson....... 4,210,286 14,957
Bruce C. Huber......... 4,210,086 15,157
Peter R. Peterson...... 4,209,829 15,414
David Malmberg......... 4,210,086 15,157
Item 5: OTHER INFORMATION
-----------------
On May 6, 1998, PPT Vision, Inc. announced that it had acquired from
Medar, Inc., a Michigan corporation, ownership of patented scanning
moire interferometry three-dimensional ("3D") scanning technology.
Under the terms of this agreement, PPT Vision, Inc. paid Medar a fee
of $1.5 million. In addition, PPT Vision, Inc. granted Medar a non-
exclusive license to use this technology for certain selected markets
for a royalty based on sales. PPT Vision, Inc. has chosen the
trademark of SMI 3D for the scanning moire interferometry technology.
In September of 1997, PPT Vision, Inc. had acquired an exclusive
license to use the technology for applications in the electronics and
semiconductor industries.
Page 12
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits: Page
----
1. Exhibit 27 - Financial Data Schedule.................... 14
(b) Reports on Form 8-K
None
Page 13
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.
PPT VISION, INC.
Date: June 12, 1998
/s/Thomas R. Northenscold
-----------------------------
Thomas R. Northenscold
(Principal Accounting Officer)
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<CASH> 1,029
<SECURITIES> 16,862
<RECEIVABLES> 3,756
<ALLOWANCES> (35)
<INVENTORY> 2,231
<CURRENT-ASSETS> 24,073
<PP&E> 4,424
<DEPRECIATION> (2,458)
<TOTAL-ASSETS> 29,762
<CURRENT-LIABILITIES> 1,734
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0
0
<COMMON> 27,954
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<TOTAL-LIABILITY-AND-EQUITY> 29,762
<SALES> 3,177
<TOTAL-REVENUES> 3,177
<CGS> 1,266
<TOTAL-COSTS> 2,303
<OTHER-EXPENSES> (3)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (260)
<INCOME-PRETAX> (129)
<INCOME-TAX> 49
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