SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
---------
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended July 31, 1999
Commission File Number 0-11518
PPT VISION, INC.
-----------------------------------------------------
(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)
12988 Valley View Road Eden Prairie, Minnesota 55344
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(612) 996-9500
----------------------------------------------------------------------
(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
September 14, 1999: 5,255,675
Total pages this report: 12
INDEX
PPT VISION, INC.
Part I. Financial Information Page
- ------- --------------------- ----
Item 1. Financial Statements
Balance Sheets as of July 31, 1999 and
October 31, 1998......................................... 3
Income Statements for the Three and Nine Months Ended
July 31, 1999 and July 31, 1998........................ 4
Statements of Cash Flows for the Nine Months Ended
July 31, 1999 and July 31, 1998.......................... 5
Notes to Interim Financial Statements--July 31, 1999..... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 6
Item 3. Quantitative and Qualitative Disclosures about
Market Risk ............................................. 10
Part II. Other Information........................................ 10
- -------- -----------------
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............................................... 12
----------
PPT VISION, INC.
BALANCE SHEETS
July 31, 1999 October 31, 1998
Note A Note A
------------ ------------
(unaudited)
ASSETS
Cash and cash equivalents............. $ 2,588,000 $ 1,986,000
Investments........................... 9,266,000 15,009,000
Accounts receivable, net.............. 3,904,000 2,841,000
Inventories:
Manufactured and purchased parts.... 1,667,000 1,648,000
Work-in-process..................... 386,000 339,000
Finished goods...................... 26,000 20,000
------------ ------------
Inventories, net...................... 2,079,000 2,007,000
Other current assets.................. 125,000 254,000
------------ ------------
Total current assets............. 17,962,000 22,097,000
Fixed assets, net..................... 3,251,000 2,254,000
Other assets, net..................... 3,258,000 3,536,000
Deferred income taxes................. 2,274,000 1,688,000
------------ ------------
Total assets..................... $26,745,000 $29,575,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities................... $ 1,163,000 $ 1,602,000
Deferred rent......................... - 102,000
Shareholders' equity:
Common stock.......................... 547,000 544,000
Capital in excess of par value........ 29,671,000 29,725,000
Accumulated (deficit)................. (4,569,000) (2,407,000)
Unrealized gain (loss), investments... (67,000) 9,000
------------ ------------
Total shareholders' equity....... 25,582,000 27,871,000
------------ ------------
Total liabilities and
shareholders' equity............. $26,745,000 $29,575,000
============ ============
PPT VISION, INC.
INCOME STATEMENTS
(UNAUDITED)
Three Months Ended Nine Months Ended
July 31, July 31,
------------------------ --------------------------
1999 1998 1999 1998
----------- ----------- ------------ ------------
Net revenues............. $2,915,000 $3,185,000 $ 7,897,000 $10,367,000
Cost of sales............ 1,323,000 1,349,000 3,600,000 4,283,000
----------- ----------- ------------ ------------
Gross profit............. 1,592,000 1,836,000 4,297,000 6,084,000
Expenses:
Selling................ 1,131,000 1,063,000 3,241,000 3,134,000
General and
administrative........ 509,000 318,000 1,237,000 947,000
Research and
development........... 1,158,000 850,000 3,138,000 2,549,000
----------- ----------- ------------ ------------
Total expenses......... 2,798,000 2,231,000 7,616,000 6,630,000
----------- ----------- ------------ ------------
Loss from
operations.............. (1,206,000) (395,000) (3,319,000) (546,000)
Interest income.......... 161,000 231,000 554,000 766,000
Other income............. - 4,000 17,000 8,000
----------- ----------- ------------ ------------
Net income (loss)
before taxes........... (1,045,000) (160,000) (2,748,000) 228,000
Income tax benefit
(expense).............. - 61,000 587,000 (86,000)
----------- ----------- ------------ ------------
Net income (loss)........ $(1,045,000) $ (99,000) $ (2,161,000) $ 142,000
=========== =========== ============ ============
Per share data:
Common shares outstanding 5,440,000 5,448,000 5,418,000 5,415,000
Common and common
equivalent shares
outstanding............ 5,440,000 5,448,000 5,418,000 5,544,000
Basic earnings (loss)
per share.............. $ (0.19) $ (0.02) $ (0.40) $ 0.03
=========== =========== ============ ============
Diluted earnings (loss)
per share............... $ (0.19) $ (0.02) $ (0.40) $ 0.03
=========== =========== ============ ============
PPT VISION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Nine Months
Ended Ended
July 31, 1999 July 31, 1998
---------------- ----------------
Net income(loss)............................... $(2,161,000) $ 142,000
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization.................. 730,000 468,000
Deferred rent.................................. (102,000) (26,000)
Deferred income tax (benefit).expense.......... (586,000) 16,000
Accrued interest income........................ 53,000 (148,000)
Realized gain on sale of investments........... (14,000) (2,000)
Change in assets and liabilities
Accounts receivable............................ (1,063,000) 159,000
Inventories.................................... (72,000) (506,000)
Other assets................................... 129,000 57,000
Accounts payable and accrued expenses.......... (439,000) (914,000)
---------- ----------
Total adjustments............................. (1,364,000) (896,000)
---------- ----------
Net cash used in
operating activities......................... (3,525,000) (754,000)
Cash flows from investing activities:
Purchase of fixed assets....................... (1,442,000) (842,000)
Purchase of investments........................ (8,842,000) (16,526,000)
Sales and maturities of investments............ 14,468,000 18,267,000
Net investment in other long-term assets....... (5,000) (2,165,000)
---------- ----------
Net cash provided by (used in)
investing activities......................... 4,179,000 (1,266,000)
Cash flows from financing activities
Proceeds from issuance of common stock......... 363,000 283,000
Repurchases of common stock.................... (415,000) --
---------- ----------
Net cash (used in) provided by
financing activities......................... (52,000) 283,000
---------- ----------
Net increase (decrease) in cash and
cash equivalents............................... 602,000 (1,737,000)
Cash and cash equivalents at beginning of year.. 1,986,000 4,027,000
---------- ----------
Cash and cash equivalents at end of period...... $ 2,588,000 $ 2,290,000
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income tax.................................... $ -- $ 70
Interest...................................... -- --
PPT VISION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
July 31, 1999
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, 1998 has been derived from the Company's
audited financial statements for the fiscal year ended October 31, 1998 but does
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
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, 1998.
NOTE B - RECLASSIFICATIONS
Certain reclassifications have been made to the 1998 financial statements to
conform to the July 31, 1999 presentation.
Item 2
- ------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
- ---------------------
Net Revenues: Net revenues decreased 8% to $2,915,000 for the three-month
period ended July 31, 1999, compared to net revenues of $3,185,000 for the same
period in fiscal 1998. For the nine-month period ended July 31, 1999, net
revenues decreased 24% to $7,897,000 compared to net revenues of $10,367,000 for
the same period in fiscal 1998. Unit sales of the Company's machine vision
systems increased to 118 for the third quarter of fiscal 1999 versus 115 for the
same period in fiscal 1998. Unit sales were positively impacted by the new
Passport and Scout DSL digital vision system sales and the introduction of the
Scout 1 vision system in the third quarter. The Scout 1 vision system
represents a lower cost single camera solution. The Company's average selling
price per machine vision system sold during the three-month period ended July
31, 1999 decreased 10% compared to the same period in fiscal 1998. This decrease
is attributable to the naturally lower average selling price on our newly
introduced Scout 1 vision system. For the nine-month period ended July 31,
1998, unit sales decreased to 279 compared to 390 for the same period in fiscal
1998. Gross revenues for the first nine months of fiscal 1999 decreased 14% in
North America and 39% outside North America. Sales to customers outside North
America represented 30% of gross revenues for the first nine months of fiscal
1999, compared to 37% for the same period in fiscal 1998. The decrease in net
revenues for the first nine months of fiscal 1999 was primarily the result of
declines in the electronics segment as well as new product introduction delays
experienced in the first quarter of fiscal 1999.
Gross Profit: Gross profit decreased 13% to $1,592,000 for the three-month
period ended July 31, 1999, compared to $1,836,000 for the same period in fiscal
1998. For the nine-month period ended July 31, 1999, gross profit decreased 29%
to $4,297,000, compared to $6,084,000 for the same period in fiscal 1998. As a
percentage of net revenues, the gross profit for the third quarter of fiscal
1999 decreased to 55%, compared to 58% for the same period in fiscal 1998. For
the nine-month period ended July 31, 1999, gross profit as a percentage of net
revenues decreased to 54%, compared to 59% for the same period in fiscal 1998.
This decrease in gross profit in absolute dollars for the first nine months of
fiscal 1999 is primarily due to the decrease in sales volumes and additional
costs associated with the introduction of new products. The decrease in gross
profit as a percentage of net revenues is mainly a factor of unfavorable
manufacturing variances resulting from decreased production volumes. The
Company anticipates that the gross profit as a percentage of net revenues may
fluctuate and may decline temporarily at certain times in the remainder of
fiscal 1999 due to shifts in geographic and product mix as well as normal start-
up costs associated with new product introductions.
Selling Expenses: Selling expenses increased 6% to $1,131,000 for the three-
month period ended July 31, 1999, compared to $1,063,000 for the same period in
fiscal 1998. For the nine-month period ended July 31, 1999, selling expenses
increased 3% to $3,241,000, compared to $3,134,000 for the same period in fiscal
1998. As a percentage of net revenues, selling expenses increased to 39% for
the third quarter of fiscal 1999, compared to 33% for the third quarter of
fiscal 1998. For the nine-month period ended July 31, 1999, selling expenses as
a percentage of net revenues increased to 41%, compared to 30% for the same
period in fiscal 1998. The increase in expenses as a percentage of net revenues
is mainly related to the decline in net revenues. Although the Company will
limit the rate of growth in selling expenses, it is anticipated that selling
expenses may increase somewhat in the remainder of fiscal 1999 as the Company
makes the necessary investments to support strategic initiatives.
General and Administrative Expenses: General and administrative expenses
increased 60% to $509,000 for the three-month period ended July 31, 1999,
compared to $318,000 for the same period in fiscal 1998. For the nine-month
period ended July 31, 1999, general and administrative expenses increased 31% to
$1,237,000, compared to $947,000 for the same period in fiscal 1998. As a
percentage of net revenues, general and administrative expenses increased to 17%
for the third quarter of fiscal 1999, compared to 10% for the third quarter of
fiscal 1998. For the nine-month period ended July 31, 1999, general and
administrative expenses as a percentage of net revenues increased to 16%,
compared to 9% for the same period in fiscal 1998. The increase in expenditures
is primarily attributable to increased expenses associated with operating the
Company as it prepares for continued growth. The increase in expenses as a
percentage of net revenues is primarily related to the decline in net revenues.
Research and Development Expenses: Research and development expenses increased
36% to $1,158,000 for the three-month period ended July 31, 1999, compared to
$850,000 for the same period in fiscal 1998. For the nine-month period ended
July 31, 1999, research and development expenses increased 23% to $3,138,000,
compared to $2,549,000 for the same period in fiscal 1998. As a percentage of
net revenues, research and development expenses increased to 40% for the third
quarter of fiscal 1999, compared to 27% for the third quarter of fiscal 1998.
For the nine-month period ended July 31, 1999, research and development expenses
as a percentage of net revenues increased to 40%, compared to 25% for the same
period in fiscal 1998. The increase in expenditures is mainly due to resource
commitments required to support new product development programs. The increase
in expenses as a percentage of net revenues is primarily due to the decline in
net revenues. The Company believes that during the remainder of fiscal 1999,
research and development expenses may increase slightly as the Company commits
the resources necessary to support strategic initiatives.
Interest income decreased 30% to $161,000 for the three-month period ended
July 31, 1999, compared to $231,000 for the same period in fiscal 1998. For the
nine-month period ended July 31, 1999, interest income decreased 28% to
$554,000, compared to $766,000 for the same period in fiscal 1998. The decrease
in interest income is primarily related to a reduction in the balances in cash
and cash equivalents and short-term investments.
Income Tax Benefit (Expense): The Company did not record an income tax benefit
for the three-month period ended July 31, 1999, compared to $61,000 for the same
period in fiscal 1998. For the nine-month period ended July 31, 1999, income
tax benefit of $587,000 was recorded, compared to income tax expense of $86,000
for the same period in fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital decreased to $16,799,000 at July 31, 1999 from $20,495,000 at
October 31, 1998. The Company financed its operations during the first nine
months of fiscal 1999 through internally generated cash flow and existing cash
and cash equivalents. Net cash used by operating activities during the first
nine months of fiscal 1999 was $3,525,000. Accounts receivable increased
$1,063,000 primarily due to product shipments near the end of July 1999 and
slower than expected payments by certain customers. The Company expects a
substantial portion of the slower than expected payments to be collected by the
end of September 1999. Inventories increased only slightly by $72,000 during
the first nine months of fiscal 1999.
Net cash provided by investing activities was $4,179,000, primarily due to
sales and maturities of investments. The Company used $1,442,000 of cash for
the purchase of fixed assets, mainly consisting of computer, new office facility
related costs, lab equipment and manufacturing equipment. Investments consist of
short-term investment grade securities.
Net cash used by financing activities was $52,000. The Company realized
proceeds from the exercise of common stock options of $363,000 in the first nine
months of fiscal 1999. In September of 1999 the Board of Directors of PPT
Vision, Inc. authorized the Company to repurchase up to 750,000 shares of its
Common Stock. The Company used $415,000 of cash to repurchase 83,000 shares of
its Common Stock in the first nine months of fiscal 1999. In addition, the
Company used $834,000 in August and September 1999 to repurchase 212,500 shares
of its common stock.
The Company entered into a ten-year lease in May 1999 for approximately 59,000
square feet of office and manufacturing space in Eden Prairie, Minnesota. The
lease commenced in May 1999 at an initial monthly rate of approximately $51,000.
As part of the lease, beginning with lease month 42 through lease month 60 the
Landlord has agreed to lease and the Company has agreed to accept an additional
approximately 21,000 square feet of contiguous office space for the remainder of
the original lease term. Until the date of occupancy of the additional space
the Company will accrue an obligation of $4,000 per month for the additional
space. The monthly rate of the additional office space upon occupancy will be
the same as the currently occupied space.
At September 14, 1999, the Company had commitments for approximately $115,000
of capital equipment. The Company believes that its cash flow from operations,
existing cash and cash equivalents, and investments at July 31, 1999 will
provide adequate liquidity to meet the Company's normal working capital and
capital resource needs for at least the next twelve months.
YEAR 2000 READINESS
- -------------------
The Company has analyzed the potential impact of the year 2000 issue on both
the Company's products and on critical business systems and development systems
used in the Company's internal operations. In response to the year 2000 issue,
the Company upgraded its current enterprise resource planning ("ERP") system to
the most recent revision level, which is year 2000 compliant. The cost of this
upgrade was included in the normal annual maintenance fee that the Company pays
to the provider of the software. Regarding its own product offerings, the
Company has tested the software and hardware included in its products and
believes that all products currently being shipped are year 2000 compliant. The
Company also has available low-cost alternatives to retrofit systems in the
field for year 2000 compliance. To date, the incremental costs to the Company
associated with the year 2000 issue have been minimal. The Company believes that
the costs of addressing any remaining year 2000 issues will not have a material
adverse impact on the Company's financial position. Based on the Company's
review of its own products and critical business systems and development
systems, the Company has not felt it necessary to put in place formal
contingency plans. However, the Company will take appropriate and timely action
to resolve any significant year 2000 issues that become apparent.
FORWARD LOOKING STATEMENTS
- --------------------------
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, (vi) the
Company's ability to obtain intellectual property protection for its proprietary
technology and protect itself against adverse intellectual property claims from
third parties and (vii) 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, 1998.
Item 3: Quantitative and Qualitative Disclosures about Market Risk.
The Company does not have material exposure to quantitative and
qualitative market risks because it does not own any risk sensitive financial
instruments.
PART II. Other Information
Item 1: LEGAL PROCEEDINGS
-----------------
In July 1999, the Company was served by National Instruments Corporation ("NIC")
of Austin, Texas, in a patent infringement lawsuit filed in United States
District Court for the Western District of Texas. NIC has alleged that the
Company's Vision Program Manager software ("VPM") infringes certain United
States patents held by NIC related to graphical programming concepts. The
Company has filed a counterclaim and requested that the Court declare the NIC
patents invalid or determine that the Company does not infringe the NIC patents.
There has been no discovery to date and a trial has not yet been scheduled in
this action. The Company believes that it has meritorious defenses to the
lawsuit and intends to defend itself vigorously.
On July 9, 1999 Integrated Electronic Technologies, Inc. ("IET") of
Cicero, New York, filed a complaint against the Company in the United
States District Court for the Northern District of New York (Case No.
99-CV-1067). IET is asserting breach of contract and related claims in
connection with the proposed purchase by the Company of certain
handling systems to be manufactured by IET. The Company has filed an
answer denying all liability and has asserted counterclaims seeking
damages from IET. There has been no discovery to date and a trial has not yet
been scheduled in the action. The Company believes that it has meritorious
defenses to the lawsuit and intends to defend itself vigorously.
For further information see "Patents and Proprietary Rights" and "Important
Factors Regarding Forward-Looking Statements- Proprietary Technology" in Part 1,
Item 1 of the Company's Annual Report on Form 10-K for the year ended October
31, 1998.
Item 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------
None
Item 3: DEFAULTS UPON SENIOR SECURITIES
------------------------------
Not Applicable
Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
Item 5: OTHER INFORMATION
-----------------
In September of 1998 the Board of Directors of PPT Vision, Inc.
authorized the Company to repurchase up to 750,000
shares of its Common Stock. The Company used $415,000 of
cash to repurchase 83,000 shares of its Common Stock in the
first nine months of fiscal 1999. In addition, the Company used
$834,000 in August and September 1999 to repurchase 212,500 shares
of its common stock.
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits: Page
The following exhibits are filed as part of this Quarterly
Report on Form 10-Q for the quarterly period
ended July 31, 1999: ..................................... 12
27.1 Financial Data Schedule
(b) Reports on Form 8-K
A Form 8-K dated June 21, 1999 was filed with the
Securities and Exchange Commission to announce the
adoption of a Preferred Stock Purchase Rights Plan.
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: September 14, 1999
/s/Richard R. Peterson
-----------------------------
Richard R. Peterson
(Principal Accounting Officer)
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> JUL-31-1999
<CASH> 2588
<SECURITIES> 9266
<RECEIVABLES> 3904
<ALLOWANCES> 0
<INVENTORY> 2079
<CURRENT-ASSETS> 17962
<PP&E> 6747
<DEPRECIATION> 3496
<TOTAL-ASSETS> 26745
<CURRENT-LIABILITIES> 1163
<BONDS> 0
0
0
<COMMON> 25649
<OTHER-SE> (67)
<TOTAL-LIABILITY-AND-EQUITY> 25582
<SALES> 2915
<TOTAL-REVENUES> 2915
<CGS> 1323
<TOTAL-COSTS> 2798
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (161)
<INCOME-PRETAX> (1045)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1045)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1045)
<EPS-BASIC> (.19)
<EPS-DILUTED> (.19)
</TABLE>
